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1996 SESSION

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HB 893 Uniform Partnership Act; created.

Introduced by: W. W. Bennett, Jr. | all patrons    ...    notes | add to my profiles

SUMMARY:

Partnerships. Adopts the Uniform Partnership Act of 1994, approved by the National Conference of Commissioners on Uniform State Laws and the American Bar Association, with amendments approved by the Virginia Bar Association. Included in the Act is a new provision permitting partnerships to voluntarily file statements of partnership authority. Such statements can be used to limit the capacity of a partner to (i) act as agent for the partnership or (ii) transfer property on behalf of the partnership. Statements of partnership mergers and dissolutions may also be filed. All such statements are to be filed with the Virginia State Corporation Commission. The Act also articulates duties of loyalty and care to which each partner is to be held. Included are duties (i) not to do business on behalf of someone with an interest adverse to the partnership and (ii) to refrain from business in competition with the partnership.

The Act also provides that the dissociation of a partner from a partnership does not automatically result in the dissolution of the partnership. Subject to certain limitations set forth in the Act, the partnership may continue to do business without the dissociated partner.

The bill also sets forth provisions governing registered limited liability partnerships.


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