CODE OF VIRGINIA

CONVERSION OF LIMITED PARTNERSHIP TO PARTNERSHIP (§ 50-73.126)

A. A limited partnership may be converted to a partnership pursuant to this
section.

B. Notwithstanding a provision to the contrary in a limited partnership
agreement, the terms and conditions of a conversion of a limited partnership to
a partnership shall be approved by all of the partners.

C. After the conversion is approved by the partners, the limited partnership
shall cancel its certificate of limited partnership.

D. The conversion takes effect when the certificate of limited partnership is
canceled.

E. A limited partner who becomes a general partner as a result of the conversion
remains liable only as a limited partner for an obligation incurred by the
limited partnership before the conversion takes effect. Subject to § 50-73.96,
the partner is liable as a general partner for an obligation of the partnership
incurred after the conversion takes effect.

HISTORY: 1996, c. 292.