50-73.51 - Winding up. - Virginia Statutes

§ 50-73.51. Winding up.

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

B. Except as provided in the partnership agreement, the general partners whohave not wrongfully dissolved a limited partnership or, if none, the limitedpartners, or a person or persons approved by the limited partners, or ifthere is more than one class of limited partners, then as approved by eachsuch class, by the affirmative vote of limited partners holding more than 50percent of the then current interests in the profits of the limitedpartnership owned by all limited partners or by the limited partners in eachclass, as appropriate, may wind up the limited partnership's affairs;however, the circuit court of the locality in which the registered office islocated, on cause shown, may wind up the limited partnership's affairs onapplication of any partner, his legal representative, or assignee, and inconnection therewith, may appoint one or more liquidating trustees.

C. Upon dissolution of a limited partnership and until the effective date ofa certificate of cancellation filed pursuant to § 50-73.52:4, the liquidatingtrustees, 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 thelimited partnership's property, (iv) discharge or make reasonable provisionfor the limited partnership's liabilities, and (v) distribute to the partnersany remaining assets of the limited partnership, all without affecting theliability of limited partners and without imposing the liability of a generalpartner on a liquidating trustee.

(1985, c. 607; 1987, c. 702; 1990, c. 343; 1997, c. 188; 2008, c. 586.)