CODE OF VIRGINIA

LAW GOVERNING INTERNAL RELATIONS (§ 50-73.84)

A. Except as provided in subsection B, the law of the jurisdiction in which a
partnership has its principal office governs relations among the partners and
between the partners and the partnership.

B. The law of this Commonwealth shall govern relations among the partners and
between the partners and the partnership, and the liability of partners for
debts, obligations and liabilities chargeable to the partnership, in a
partnership that has filed a statement of registration as a registered limited
liability partnership in this Commonwealth.

C. Sections 9-406 and 9-408 of the Uniform Commercial Code, including §§
8.9A-406 and 8.9A-408, do not apply to any interest in a partnership, including
all rights, powers, and interests arising under the partnership agreement of a
partnership, Chapter 2.1 (§ 50-73.1 et seq.) of this title, or this chapter.
This provision prevails over §§ 8.9A-406 and 8.9A-408, and is expressly
intended to permit the enforcement as a fundamental matter of contract among the
partners of a partnership of any provision of a partnership agreement that would
otherwise be ineffective under § 9-406 or § 9-408 of the Uniform Commercial
Code.

HISTORY: 1996, c. 292; 2003, c. 340; 2007, c. 631.