Va. Code » Title 50. Partnerships » Chapter 2.1. Virginia Revised Uniform Limited Partnership Act » Article 2. Formation: Certificate of Limited Partnership
Virginia Code

Va. Code Ann. § 50-73.15 (2026)

Execution of documents; penalty

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A. Certificates and articles required or permitted by this chapter to be filed with the Commission by a limited partnership shall be executed in the following manner:

1. An initial certificate of limited partnership and an amended and restated certificate of limited partnership pursuant to § 50-73.77 shall be signed by all general partners;

2. A certificate of amendment shall be signed (i) by at least one general partner or, if all general partners have withdrawn and all of the limited partners agree to continue the business of the limited partnership pursuant to subdivision A 3 of § 50-73.49, by all limited partners, and by each person designated in the certificate as a new general partner or (ii) after the dissolution of a limited partnership but before the filing of a certificate of cancellation, if all general partners have withdrawn or if the general partners named in the certificate of limited partnership are not winding up the affairs of the limited partnership, by each liquidating trustee;

3. A certificate of cancellation shall be signed by all general partners, or, if the general partners are not winding up the affairs of the limited partnership, then by all liquidating trustees or a majority of the limited partners; and

4. Articles of merger shall be signed by at least one general partner.

B. Every person executing a document required or permitted by this chapter to be filed with the Commission shall sign it and set forth beneath or opposite his signature his name and the capacity in which he signs. A signature on any document filed under this chapter may be a facsimile. Any person may sign a certificate by an attorney-in-fact.

C. It shall be unlawful for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing. Any person who violates the provisions of this subsection shall be guilty of a Class 1 misdemeanor.

D. The acknowledgment before July 1, 1981, of a certificate or amended certificate of limited partnership, not false or misleading in any material respect, shall be deemed substantial compliance in good faith with any requirement that the certificate or amended certificate be signed or sworn to. The provisions of this subsection shall not apply to any litigation, pending or decided, on or before the effective date hereof.

1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2002, c. 441; 2007, c. 631; 2008, c. 586; 2010, c. 675; 2013, c. 18.

Notes of Decisions
Cited in 2 cases, 1988–2010 · leading case: Marriott v. Harris, 368 S.E.2d 225 (Va. 1988).
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Marriott v. Harris, 368 S.E.2d 225 (Va. 1988). · cites it 8× “2(C), which embodied the 1982 validating amendment and contained the exception concerning past or pending litigation, were reenacted verbatim and are *210 now found in Code § 50-73.15(D). 4 But Code § 50-45(4), which consisted of the 1983 validating amendment without the…”
Smith v. Smith, 81 Va. Cir. 135 (Fairfax Cir. Ct. 2010). · cites it 2× “Arguably, the 2009 Amended Certificate is also ineffective to admit an additional general partner on two other grounds as well: (1) the Amended Certificate is not executed in accordance with Virginia Code § 50-73.15 because it was only signed by Mrs.”
Va. Code Ann. § 50-73.15(D): 1 case
Marriott v. Harris, 368 S.E.2d 225 (Va. 1988). “2(C), which embodied the 1982 validating amendment and contained the exception concerning past or pending litigation, were reenacted verbatim and are *210 now found in Code § 50-73.15(D). 4 But Code § 50-45(4), which consisted of the 1983 validating amendment without the…”
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