50-73.1 - Definitions. - Virginia Statutes

§ 50-73.1. Definitions.

As used in this chapter, unless the context otherwise requires:

"Certificate of limited partnership" means the certificate referred to in §50-73.11, and the certificate as amended or restated.

"Commission" means the State Corporation Commission.

"Contribution" means any cash, property, services rendered, or a promissorynote or other binding obligation to contribute cash or property or to performservices, which a partner contributes to a limited partnership in hiscapacity as a partner.

"Domestic business trust" has the same meaning as specified in § 13.1-1201.

"Domestic corporation" has the same meaning as specified in § 13.1-603.

"Domestic limited liability company" has the same meaning as specified in §13.1-1002.

"Domestic partnership" means an association of two or more persons to carryon as co-owners a business for profit formed under § 50-73.88, or predecessorlaw of the Commonwealth, and includes, for all purposes of the laws of theCommonwealth, a registered limited liability partnership.

"Event of withdrawal of a general partner" means an event that causes aperson to cease to be a general partner as provided in § 50-73.28.

"Foreign business trust" has the same meaning as specified in § 13.1-1201.

"Foreign corporation" has the same meaning as specified in § 13.1-603.

"Foreign limited liability company" has the same meaning as specified in §13.1-1002.

"Foreign limited partnership" means a partnership formed under the laws ofany state or jurisdiction other than the Commonwealth and having as partnersone or more general partners and one or more limited partners.

"Foreign partnership" means an association of two or more persons to carryon as co-owners of a business for profit formed under the laws of any stateor jurisdiction other than the Commonwealth, and includes, for all purposesof the laws of the Commonwealth, a foreign registered limited liabilitypartnership.

"Foreign registered limited liability partnership" has the same meaning asspecified in § 50-73.79.

"General partner" means a person who has been admitted to a limitedpartnership as a general partner in accordance with the partnership agreementand named in the certificate of limited partnership as a general partner.

"Limited partner" means a person who has been admitted to a limitedpartnership as a limited partner in accordance with the partnership agreement.

"Limited partnership" and "domestic limited partnership" mean apartnership formed by two or more persons under the laws of the Commonwealthand having one or more general partners and one or more limited partners.

"Liquidating trustee" means a person, other than a general partner, butincluding a limited partner, who carries out the winding up of a limitedpartnership as provided in this chapter.

"Partner" means a limited or general partner.

"Partnership agreement" means any valid agreement, written or oral, of thepartners as to the affairs of a limited partnership and the conduct of itsbusiness.

"Partnership interest" means a partner's share of the profits and losses ofa limited partnership and the right to receive distributions of partnershipassets.

"Person" means an individual, partnership, limited partnership (domestic orforeign), trust, estate, association, corporation or any other legal orcommercial entity.

"Principal office" means the office, in or out of the Commonwealth, wherethe principal executive offices of a domestic or foreign limited partnershipare located. Any reference to a specified office contained in the records ofthe Commission as of July 1, 2010, shall be deemed, in all instances, to be areference to the principal office of a domestic or foreign limitedpartnership.

"Registered limited liability partnership" means a limited partnership orgeneral partnership formed under the laws of the Commonwealth that isregistered under § 50-73.132.

"State" means a state, territory, or possession of the United States, theDistrict of Columbia, or the Commonwealth of Puerto Rico.

(1985, c. 607; 1987, c. 702; 1990, c. 343; 1992, c. 575; 1997, c. 190; 2003,c. 340; 2007, c. 631; 2010, c. 675.)