Virginia Partnership Agreement

A Virginia partnership agreement is entered by the general (and limited) partners of a partnership so that each partner understands and agrees to the contributions and obligations they must meet. Additionally, their authority and roles in the partnership are laid out in detail in this binding contract.

Last updated February 5th, 2025

A Virginia partnership agreement is entered by the general (and limited) partners of a partnership so that each partner understands and agrees to the contributions and obligations they must meet. Additionally, their authority and roles in the partnership are laid out in detail in this binding contract.

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Virginia Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Vermont does not impose registration requirements on general partnerships but requires all partnerships to observe its naming requirements Vermont Online Business Search
Limited Partnership (LP) Certificate of Limited Partnership
(Filing Fee: $100.00)
Application for a Certificate of Registration to Transact Business in Virginia as a Foreign Limited Partnership (Filing Fee: $100.00)
Limited Liability Partnership (LLP) Statement of Registration of Virginia Limited Liability Partnership (Filing Fee: $100.00)
Limited Liability Limited Partnership (LLLP) Certificate of Limited Partnership Certificate of Limited Partnership (Filing Fee: $100.00) Instructions explicitly provided on form.

Fiduciary Duty

Duty of Loyalty:
  • Every partner owes their partnership a complete record of profits (as well as property or benefits) “derived” while conducting any kind of partnership business or using any type of partnership property.[1]
  • Partners do not engage in any “dealing with the partnership” while representing or acting as an agent with an interest that conflicts with those of the partnership.[2]
  • A partner does not engage in competitive behavior during the “conduct of the partnership.[3]

Duty of Care:

  • Every partner makes sure their conduct is appropriate and lawful since they may not behave in a “grossly negligent or reckless” manner nor can they violate any laws.[4]

Partners maintain behavior that is fully consistent with the “obligation of good faith and fair dealing” in their partnership agreement while pursuing and completing their duties.[5]

Partners can pursue their “own interest” so long as such interest does not violate their partnership agreement or the law.[6]

The legal representative “of the last surviving partner” that is winding up the partnership must obey Virginia partnership laws and their client’s partnership agreement accordingly.[7]

Liability

Every partner accepts responsibility for the partnership’s conduct separately or jointly, but remedies are sometimes possible when “provided by law.” [8]
Once a person enters a partnership, they are potentially “personally liable” for its obligations (i.e., debts, judgments), but this is not the case for any liability already in place before they join the partnership.[9]
A limited liability partnership that holds a valid up-to-date registration protects partners from personal liability “solely by reason of being a partner.” [10]

State Definitions (8)

General partner means the person a partnership agreement, as well as the partnership’s certificate of limited partnership, identifies “as general partner.” [11]
Limited partner means a limited partnership explicitly names a person as one of the limited partners of an LP “in accordance” with its partnership agreement.[12]
Partnership (specifically, domestic partnership) means that (at least) two persons own a for-profit business in accordance with Virginia’s Uniform Partnership Act; additionally, “for all purposes of the commonwealth,” a registered limited liability partnership falls under this term. [13][14]
Limited partnership (also known as a “domestic limited partnership”) means that at least one general partner and one (or more) limited partner co-own a partnership with a current certificate of limited partnership in the Commonwealth.[15]
Registered limited liability partnership means that the partnership is compliant with the limited liability partnership registration requirements “under § 50-73.132” of the Commonwealth’s law.[16]
[17]
Foreign partnership means “two or more persons” are the co-owners of a profit business that must satisfy “laws of any state or jurisdiction” outside the Commonwealth, but such laws are fully comparable with those of the Commonwealth of Virginia.[18]
Foreign limited partnership means a partnership from a state or other jurisdiction (i.e., country) that is not the Commonwealth of Virginia and is owned by at least one limited partner and one (or more) general partner.[19]
Foreign registered limited liability partnership means that an out-of-state partnership follows the laws of its respective jurisdiction, and such laws are the “functional equivalent” of the Commonwealth’s laws (thus possessing significantly similar structure and rules). [20][21]