Va. Code Ann. § 50-73.45
Assignment of partnership interest
Redline — June 1, 2021 → current.View current text →
Current — March 1, 2022
As of June 1, 2021
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
(1985, c. 607.)
Michie's Jurisprudence. - For related discussion, see 14A M.J. Partnership, § 97.
CIRCUIT COURT OPINIONS
All partnership interests are freely assignable unless the partnership agreement provides otherwise. - Section 50-73.45 does not require a party acquiring limited partnership interests to give notice to other partners not involved in the transaction, and investors in a limited partnership assume the risk that hostile parties might acquire a controlling interest in the partnership. Friedberg v. Hague Park Apts., 61 Va. Cir. 589, 2001 Va. Cir. LEXIS 518 (Norfolk 2001).
Dissolution triggered. - By assigning her entire partnership interest to her revocable trust, a mother withdrew from a limited partnership, and the limited partnership had no general partner since when the mother assigned her general partnership interest, it automatically converted to a limited partnership interest under a conversion provision, and triggered dissolution under § 50-73.45 as: (1) a transfer of all of a general partner's interest was an event of withdrawal under § 50-73.28; (2) under § 50-73.49, the withdrawal of the sole remaining general partner triggered dissolution unless all the remaining partners agreed to continue the limited partnership; (3) the children did not so agree; and (4) at least one general partner was required to maintain a limited partnership under § 50-73.11. Smith v. Smith, 81 Va. Cir. 135, 2010 Va. Cir. LEXIS 114 (Fairfax County Aug. 25, 2010).
Official source: Virginia Law Portal (LIS). Reproduced from public-domain Virginia statutes; confirm against the official source for the current text. Not legal advice.