50-73.84 - Law governing internal relations. - Virginia Statutes

§ 50-73.84. Law governing internal relations.

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

B. The law of this Commonwealth shall govern relations among the partners andbetween the partners and the partnership, and the liability of partners fordebts, obligations and liabilities chargeable to the partnership, in apartnership that has filed a statement of registration as a registeredlimited 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 partnershipagreement of a partnership, Chapter 2.1 (§ 50-73.1 et seq.) of this title, orthis chapter. This provision prevails over §§ 8.9A-406 and 8.9A-408, and isexpressly intended to permit the enforcement as a fundamental matter ofcontract among the partners of a partnership of any provision of apartnership agreement that would otherwise be ineffective under § 9-406 or §9-408 of the Uniform Commercial Code.

(1996, c. 292; 2003, c. 340; 2007, c. 631.)