                                 CODE OF VIRGINIA

DEFINITIONS (§ 50-73.1)

As used in this chapter, unless the context requires a different meaning:

&#8220;Certificate of limited partnership&#8221; means the certificate referred
to in § 50-73.11, and the certificate as amended or restated.

&#8220;Commission&#8221; means the State Corporation Commission.

&#8220;Contribution&#8221; means any cash, property, services rendered, or a
promissory note or other binding obligation to contribute cash or property or to
perform services, which a partner contributes to a limited partnership in his
capacity as a partner.

&#8220;Domestic,&#8221; with respect to an entity, means an entity governed as
to its internal affairs by the organic law of the Commonwealth.

&#8220;Domestic business trust&#8221; has the same meaning as specified in §
13.1-1201.

&#8220;Domestic corporation&#8221; has the same meaning as specified in §
13.1-603.

&#8220;Domestic limited liability company&#8221; has the same meaning as
specified in § 13.1-1002.

&#8220;Domestic nonstock corporation&#8221; has the same meaning as
&#8220;domestic corporation&#8221; as specified in § 13.1-803.

&#8220;Domestic partnership&#8221; means an association of two or more persons
to carry on as co-owners a business for profit formed under § 50-73.88, or
predecessor law of the Commonwealth, and includes, for all purposes of the laws
of the Commonwealth, a registered limited liability partnership.

&#8220;Effective date,&#8221; when referring to a document for which
effectiveness is contingent upon the filing with or issuance of a certificate by
the Commission, means the time and date determined in accordance with subsection
C of § 50-73.17.

&#8220;Entity&#8221; includes any domestic or foreign limited partnership or
other business entity, any estate or trust, and any state, the United States,
and any foreign government.

&#8220;Event of withdrawal of a general partner&#8221; means an event that
causes a person to cease to be a general partner as provided in § 50-73.28.

&#8220;Foreign,&#8221; with respect to an entity, means an entity governed as to
its internal affairs by the organic law of a jurisdiction other than the
Commonwealth.

&#8220;Foreign business trust&#8221; has the same meaning as specified in §
13.1-1201.

&#8220;Foreign corporation&#8221; has the same meaning as specified in §
13.1-603.

&#8220;Foreign limited liability company&#8221; has the same meaning as
specified in § 13.1-1002.

&#8220;Foreign limited partnership&#8221; means a partnership formed under the
laws of any state or jurisdiction other than the Commonwealth and having as
partners one or more general partners and one or more limited partners.

&#8220;Foreign partnership&#8221; means an association of two or more persons to
carry on as co-owners of a business for profit formed under the laws of any
state or jurisdiction other than the Commonwealth, and includes, for all
purposes of the laws of the Commonwealth, a foreign registered limited liability
partnership.

&#8220;Foreign registered limited liability partnership&#8221; has the same
meaning as specified in § 50-73.79.

&#8220;General partner&#8221; means a person who has been admitted to a limited
partnership as a general partner in accordance with the partnership agreement
and named in the certificate of limited partnership as a general partner.

&#8220;Jurisdiction of formation&#8221; means the state or country the law of
which includes the organic law governing a domestic or foreign limited
partnership or other business entity.

&#8220;Limited partner&#8221; means a person who has been admitted to a limited
partnership as a limited partner in accordance with the partnership agreement.

&#8220;Limited partnership&#8221; and &#8220;domestic limited partnership&#8221;
mean a partnership formed by two or more persons under the laws of the
Commonwealth and having one or more general partners and one or more limited
partners.

&#8220;Liquidating trustee&#8221; means a person, other than a general partner,
but including a limited partner, who carries out the winding up of a limited
partnership as provided in this chapter.

&#8220;Organic law&#8221; means the statute governing the internal affairs of a
domestic or foreign limited partnership or eligible entity.

&#8220;Other business entity&#8221; means a domestic or foreign stock
corporation, nonstock corporation, business trust, limited liability company, or
partnership.

&#8220;Partner&#8221; means a limited or general partner.

&#8220;Partnership agreement&#8221; means any valid agreement, written or oral,
of the partners as to the affairs of a limited partnership and the conduct of
its business.

&#8220;Partnership interest&#8221; means a partner&#8217;s share of the profits
and losses of a limited partnership and the right to receive distributions of
partnership assets.

&#8220;Person&#8221; means an individual, partnership, limited partnership
(domestic or foreign), trust, estate, association, corporation, or any other
legal or commercial entity.

&#8220;Principal office&#8221; means the office, in or out of the Commonwealth,
where the principal executive offices of a domestic or foreign limited
partnership are located. Any reference to a specified office contained in the
records of the Commission as of July 1, 2010, shall be deemed, in all instances,
to be a reference to the principal office of a domestic or foreign limited
partnership.

&#8220;Protected series&#8221; has the same meaning as specified in §
13.1-1002.

&#8220;Registered limited liability partnership&#8221; means a limited
partnership or general partnership formed under the laws of the Commonwealth
that is registered under § 50-73.132.

&#8220;State&#8221; means a state, territory, or possession of the United
States, the District of Columbia, or the Commonwealth of Puerto Rico.

HISTORY: 1985, c. 607; 1987, c. 702; 1990, c. 343; 1992, c. 575; 1997, c. 190;
2003, c. 340; 2007, c. 631; 2010, c. 675; 2021, Sp. Sess. I, c. 487.