Liquidating limited partnerships
Upon complete liquidation of a limited liability company (LLC) classified as a partnership, a distributee member generally does not recognize gain unless the cash and the fair market value (FMV) of marketable securities distributed exceed the outside basis in his or her LLC interest (Secs. (Note that this column addresses the complete liquidation of an LLC as opposed to liquidation payments made to a retiring member or a deceased member's successor in interest.) Likewise, no gain or loss is recognized by the LLC on a liquidating distribution (Sec. These general rules regarding gain or loss on liquidation are a major reason for formation as an LLC rather than as a corporation.
Strikeoff and dissolution of a company does not retrospectively remove the protection of limited liability from that company.
The designated name adopted by a foreign limited partnership because its real name is unavailable for use in the Commonwealth;4. The name of the domestic or foreign limited partnership;2. If the current registered office is to be changed, the post office address, including the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located;4. If the current registered agent is to be changed, the name of the new registered agent; and6. Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up. Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.1985, c. The post office address, including the street and number, if any, of the principal office of the limited partnership, which may be the same as the registered office but need not be within the Commonwealth. The certificate of limited partnership may set forth any other matter that the general partners determine to include therein. A limited partnership is formed at the time of the filing of the certificate of limited partnership with the Commission unless a later date and time are specified in the certificate of limited partnership as provided by § 50-73.17 if, in either case, there has been substantial compliance with the requirements of this section.1985, c.
A limited partnership name reserved under this chapter;3. A limited partnership or a foreign limited partnership registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets forth:1. Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; andd. The name and the post office address, including the street and number, if any, of each general partner and, if a general partner is a business entity, the jurisdiction under whose law it is incorporated, organized, or formed and, if the general partner is of record with the Commission, the identification number issued by the Commission to such general partner; and4.
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."Registered limited liability partnership" means a limited partnership or general partnership formed under the laws of the Commonwealth that is registered under § 50-73.132."State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.1985, c. The name of a domestic limited liability company or a foreign limited liability company registered to transact business in the Commonwealth;8. The limited partnership name applied for need not comply with subsection A of § 50-73.2. A principal office, which shall be a place of its business and which may but need not be within the Commonwealth, at which shall be kept the records required to be maintained pursuant to § 50-73.8;2.
As used in this chapter, unless the context otherwise requires:"Certificate of limited partnership" means the certificate referred to in § 50-73.11, and the certificate as amended or restated."Commission" means the State Corporation Commission."Contribution" 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."Domestic business trust" has the same meaning as specified in § 13.1-1201."Domestic corporation" has the same meaning as specified in § 13.1-603."Domestic limited liability company" has the same meaning as specified in § 13.1-1002."Domestic partnership" 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."Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in § 50-73.28."Foreign business trust" has the same meaning as specified in § 13.1-1201."Foreign corporation" has the same meaning as specified in § 13.1-603."Foreign limited liability company" has the same meaning as specified in § 13.1-1002."Foreign limited partnership" 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."Foreign partnership" 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."Foreign registered limited liability partnership" has the same meaning as specified in § 50-73.79."General partner" 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."Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement."Limited partnership" and "domestic limited partnership" 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."Liquidating trustee" 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."Partner" means a limited or general partner."Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business."Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets."Person" means an individual, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation or any other legal or commercial entity."Principal office" means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign limited partnership are located. The designated name adopted by a foreign corporation, whether issuing shares or not issuing shares, because its real name is unavailable for use in the Commonwealth;7. A person may apply to the Commission to reserve the exclusive use of a limited partnership name, including a designated name for a foreign limited partnership. Principal office, registered office, and registered agent. Each domestic limited partnership and each foreign limited partnership registered to transact business in the Commonwealth shall continuously maintain:1. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above, which shall recite that a copy of the statement shall be mailed to the principal office address of the domestic or foreign limited partnership on or before the business day following the day on which the statement is filed.1985, c. Applications in writing to - Property Management Services, The Office of Public Works, Head Office, Jonathan Swift Street, Trim, Co. Where an application relates to Personal Property this is dealt with by: Property Section, Department of Expenditure & Reform, Government Buildings, Merrion Street, Dublin 2.