50-73.126 - Conversion of limited partnership to partnership. - Virginia Statutes

§ 50-73.126. Conversion of limited partnership to partnership.

A. A limited partnership may be converted to a partnership pursuant to thissection.

B. Notwithstanding a provision to the contrary in a limited partnershipagreement, the terms and conditions of a conversion of a limited partnershipto a partnership shall be approved by all of the partners.

C. After the conversion is approved by the partners, the limited partnershipshall cancel its certificate of limited partnership.

D. The conversion takes effect when the certificate of limited partnership iscanceled.

E. A limited partner who becomes a general partner as a result of theconversion remains liable only as a limited partner for an obligationincurred by the limited partnership before the conversion takes effect.Subject to § 50-73.96, the partner is liable as a general partner for anobligation of the partnership incurred after the conversion takes effect.

(1996, c. 292.)