CODE OF VIRGINIA

WINDING UP (§ 50-73.51)

A. The winding up of a limited partnership shall be completed when all debts,
liabilities, and obligations of the limited partnership have been paid and
discharged or reasonably adequate provision therefor has been made, and all of
the remaining property and assets of the limited partnership have been
distributed to the partners.

B. Except as provided in the partnership agreement, the general partners who
have not wrongfully dissolved a limited partnership or, if none, the limited
partners, or a person or persons approved by the limited partners, or if there
is more than one class of limited partners, then as approved by each such class,
by the affirmative vote of limited partners holding more than 50 percent of the
then current interests in the profits of the limited partnership owned by all
limited partners or by the limited partners in each class, as appropriate, may
wind up the limited partnership’s affairs; however, the circuit court of
the locality in which the registered office is located, on cause shown, may wind
up the limited partnership’s affairs on application of any partner, his
legal representative, or assignee, and in connection therewith, may appoint one
or more liquidating trustees.

C. Upon dissolution of a limited partnership and until the effective date of a
certificate of cancellation filed pursuant to § 50-73.52:4, the liquidating
trustees, in the name and on behalf of the limited partnership, may (i)
prosecute and defend suits, whether civil, criminal or administrative, (ii) wind
up the limited partnership’s business, (iii) dispose of and convey the
limited partnership’s property, (iv) discharge or make reasonable
provision for the limited partnership’s liabilities, and (v) distribute to
the partners any remaining assets of the limited partnership, all without
affecting the liability of limited partners and without imposing the liability
of a general partner on a liquidating trustee.

HISTORY: 1985, c. 607; 1987, c. 702; 1990, c. 343; 1997, c. 188; 2008, c. 586.