                                 CODE OF VIRGINIA

LIABILITY FOR CONTRIBUTION (§ 50-73.33)

A. 1. A promise by a limited partner to contribute to the limited partnership is
not enforceable unless set out in a writing signed by the limited partner or his
duly authorized attorney-in-fact.

   2. Except as provided in the partnership agreement, a partner is obligated to
   the limited partnership to perform any enforceable promise to contribute cash
   or property or to perform services, even if he is unable to perform because of
   death, disability or any other reason. If a partner does not make the required
   contribution of property or services, he is obligated at the option of the
   limited partnership to contribute cash equal to that portion of the value, as
   stated in the partnership records required to be kept pursuant to &#xA7;
   50-73.8, of the stated contribution that has not been made.

B. Unless otherwise provided in the partnership agreement, the obligation of a
partner to make a contribution or return money or other property paid or
distributed in violation of this chapter may be compromised only by consent of
all the partners. Notwithstanding the compromise, a creditor of a limited
partnership who extends credit or otherwise acts in reliance on that obligation
after the partner signs a writing that reflects the obligation and before the
amendment or cancellation thereof to reflect the compromise, may enforce the
original obligation.

HISTORY: 1985, c. 607; 1987, c. 702.