STATE STATUTES & CODES
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VIRGINIA STATUTES AND CODES
50-73.52:5 - Automatic cancellation of limited partnership existence
§ 50-73.52:5. Automatic cancellation of limited partnership existence.
A. If any limited partnership fails to pay its annual registration fee on orbefore December 31 of the year assessed, its existence shall be automaticallycanceled as of that day.
B. If any limited partnership whose registered agent has filed with theCommission a statement of resignation pursuant to § 50-73.6 fails to file astatement of change pursuant to § 50-73.5 within 31 days after the date onwhich the statement of resignation was filed, the Commission shall mailnotice to the limited partnership of impending cancellation of its existence.If the limited partnership fails to file the statement of change on or beforethe last day of the second month immediately following the month in which theimpending cancellation notice was mailed, the existence of the limitedpartnership shall be automatically canceled as of that day.
C. The properties and affairs of a limited partnership whose existence hasbeen canceled pursuant to this section shall pass automatically to itsgeneral partners as trustees in liquidation. The trustees shall then proceedto (i) collect the assets of the limited partnership; (ii) sell, convey, anddispose of such of its properties as are not to be distributed in kind to itspartners; (iii) pay, satisfy, and discharge its liabilities and obligations;and (iv) do all other acts required to liquidate its business and affairs.After paying or adequately providing for the payment of all its obligations,the trustees shall distribute the remainder of its assets, either in cash orin kind, among its partners according to their respective rights andinterests.
D. No partner or other agent of a limited partnership shall have any personalobligation for any liabilities of the limited partnership, whether suchliabilities arise in contract, tort, or otherwise, solely by reason of thecancellation of the limited partnership's existence pursuant to this section.
(2008, c. 586.)