reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 8687 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8687 - Other claims against dissolved limited partnership

§ 8687. Other claims against dissolved limited partnership. (a) Permissive notice.--A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.  (b) Notice procedure.--A notice under subsection (a) must:  (1) be officially published one time; (2) describe the information required to be contained in a claim, state that the claim must be in writing and provide a mailing address to which the claim is to be sent;  (3) state that a claim against the partnership is barred unless an action to enforce the claim is commenced within two years after publication of the notice; and  (4) unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on section 8644 (relating to general partner's liability).  (c) Claims barred.--If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership within two years after the publication date of the notice:  (1) a claimant that did not receive notice in record form under section 8686 (relating to known claims against dissolved limited partnership);  (2) a claimant whose claim was timely sent to the partnership but not acted on; and (3) a claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.  (d) Claims not barred.--A claim not barred under this section or section 8686 may be enforced:  (1) against the dissolved limited partnership, to the extent of its undistributed assets; (2) except as provided under section 8688 (relating to court proceedings), if assets of the partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the partnership's assets distributed to the partner or transferee after dissolution, whichever is less, except that a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution; and  (3) against any person liable on the claim under sections 8644 and 8667 (relating to liability of person dissociated as general partner to other persons).    Cross References. Section 8687 is referred to in sections 8654, 8688, 8689 of this title.
15 PA Cons Stat § 8688 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8688 - Court proceedings

§ 8688. Court proceedings. (a) Determination of security.--A dissolved limited partnership that has officially published a notice under section 8687 (relating to other claims against dissolved limited partnership) may file an application with the court of common pleas embracing the county where the partnership's principal office is located or, if the principal office is not located in this Commonwealth, where its registered office is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the partnership and:  (1) at the time of the application: (i) are contingent; or (ii) have not been made known to the partnership; or (2) are based on an event occurring after the date of dissolution. (b) When security not required.--Security is not required for any claim that is or is reasonably anticipated to be barred under section 8687.  (c) Notice.--Within 10 days after the filing of an application under subsection (a), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.  (d) Guardian ad litem.--In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.  (e) Effect on contingent claims.--A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) satisfies the partnership's obligations with respect to claims that are contingent, have not been made known to the partnership or are based on an event occurring after the date of dissolution. The claims may not be enforced against a partner or transferee on account of assets received in liquidation.    Cross References. Section 8688 is referred to in sections 8654, 8687, 8689 of this title.
15 PA Cons Stat § 8689 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8689 - General partner liability when claim against limited partnership barred

§ 8689. General partner liability when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under section 8686 (relating to known claims against dissolved limited partnership), 8687 (relating to other claims against dissolved limited partnership) or 8688 (relating to court proceedings), any corresponding claim under section 8644 (relating to general partner's liability) or 8667 (relating to liability of person dissociated as general partner to other persons) is also barred.
15 PA Cons Stat § 8691 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8691 - Direct action by partner

§ 8691. Direct action by partner. (a) General rule.--Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership's activities and affairs, to enforce the partner's rights and protect the partner's interests, including rights and interests under the partnership agreement or this title or arising independently of the partnership relationship.  (b) Required injury.--A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.  (c) Claims not revived.--A right to an accounting on a dissolution and winding up does not revive a claim barred by law.  (d) Cross reference.--See section 8615(c)(17) (relating to contents of partnership agreement).    Cross References. Section 8691 is referred to in sections 8649, 8661, 8663, 8664 of this title.
15 PA Cons Stat § 8692 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8692 - Derivative action

§ 8692. Derivative action. (a) General rule.--Subject to subsection (b), a partner may maintain a derivative action to enforce a right of a limited partnership only if:  (1) the partner first makes a demand on the general partners requesting that they cause the partnership to bring an action to enforce the right, and:  (i) if a special litigation committee is not appointed under section 8694 (relating to special litigation committee), the partnership does not bring the action within a reasonable time; or  (ii) if a special litigation committee is appointed under section 8694, a determination is made:  (A) under section 8694(e)(1) that the partnership not object to the action; or (B) under section 8694(e)(5)(i) that the plaintiff continue the action; (2) demand is excused under subsection (b); (3) the action is maintained for the limited purpose of seeking court review under section 8694(f); or  (4) the court has allowed the action to continue under the control of the plaintiff under section 8694(f)(3)(ii).  (b) Prior demand excused.-- (1) A demand under subsection (a)(1) is excused only if the partner makes a specific showing that immediate and irreparable harm to the limited partnership would otherwise result.  (2) If demand is excused under paragraph (1), demand shall be made promptly after commencement of the action.  (c) Contents of demand.--A demand under this section must be in record form and give notice with reasonable specificity of the essential facts relied upon to support each of the claims made in the demand.  (d) Additional claims.--If a derivative action is commenced after a demand has been made under this section and includes a claim that was not fairly subsumed under the demand, a new demand must be made with respect to that claim. The new demand shall not relate back to the date of the original demand for purposes of subsection (e).  (e) Statute of limitations.--The making of a demand tolls any applicable statute of limitations with respect to a claim asserted in the demand until the earlier of the date:  (1) the partner making the demand is notified either: (i) that the general partners have decided not to bring an action and not to appoint a special litigation committee; or  (ii) of a determination under section 8694(e) after the appointment of a special litigation committee under section 8694; or  (2) the plaintiff commences an action asserting the claim. (f) Cross reference.--See section 8615(c)(17) (relating to contents of partnership agreement).
15 PA Cons Stat § 8693 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8693 - Security for costs

§ 8693. Security for costs. In any action or proceeding instituted or maintained by partners holding transferable interests entitled to receive less than 5% of any distribution by a limited partnership, unless the transferable interests held by the partners have an aggregate fair market value in excess of $200,000, the partnership in whose right the action or proceeding is brought shall be entitled at any stage of the proceedings to require the plaintiffs to give security for the reasonable expenses, including attorneys' fees, that may be incurred by the partnership in connection therewith or for which it may become liable pursuant to section 8648(b) (relating to reimbursement, indemnification, advancement and insurance) to which security the partnership shall have recourse in such amount as the court determines upon the termination of the action or proceeding. The amount of security may, from time to time, be increased or decreased in the discretion of the court upon showing that the security provided has or is likely to become inadequate or excessive. The security may be denied or limited by the court if the court finds after an evidentiary hearing that undue hardship on plaintiffs and serious injustice would result.
15 PA Cons Stat § 8695 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8695 - Proceeds and expenses

§ 8695. Proceeds and expenses. (a) Proceeds.--Except as provided in subsection (b):  (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the plaintiff; and  (2) if the plaintiff or its counsel receives any proceeds, the proceeds shall be remitted immediately to the partnership.  (b) Expenses.--If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited partnership, but in no event shall the attorney fees awarded exceed a reasonable proportion of the value of the relief, including nonpecuniary relief, obtained by the plaintiff for the limited partnership.  (c) Cross reference.--See section 8615(c)(7) (relating to contents of partnership agreement).
15 PA Cons Stat § 8701 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 87 - Electing Partnerships|Section 8701 - Scope and definition

§ 8701. Scope and definition. (a) Application of chapter.--This chapter applies to a general or limited partnership formed under the laws of this Commonwealth that elects to be governed by this chapter. Any partnership that desires to elect to be governed by this chapter, or to amend or terminate the election, shall deliver to the Department of State for filing a statement of election, amendment or termination, as the case may be, which shall be signed by a general partner and shall set forth:  (1) The name of the partnership. (2) The location of the principal place of business. (3) The name of each general partner of the partnership as of the date of the statement. (4) A statement that the partnership elects to be governed by this chapter or that the election to be governed by this chapter shall be amended or terminated, as the case may be.  (5) If the election is to be made or terminated, a statement that the election or termination has been authorized by at least a majority in interest of the partners.  (a.1) Effective date and time.--Subject to section 136(c) (relating to processing of documents by Department of State), upon the filing of the statement of election, amendment or termination in the department, the election to be governed by this chapter shall be effective, amended or terminated, as the case may be.  (b) Effect of election.--As long as an election under subsection (a) is in effect, the partnership shall be governed by the provisions of this chapter and, to the extent not inconsistent with this chapter, Chapter 84 (relating to general partnerships) or, if a limited partnership, Chapter 86 (relating to limited partnerships).  (c) Definition.--As used in this chapter, the term "electing partnership" means a partnership as to which an election under subsection (a) is in effect.  (d) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).  (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)    Cross References. Section 8701 is referred to in sections 102, 8703 of this title.
15 PA Cons Stat § 8702 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 87 - Electing Partnerships|Section 8702 - Centralized management

§ 8702. Centralized management. The business and affairs of every electing partnership shall be managed by one-third or less, but not less than one, of the partners selected for that purpose in the manner provided by any agreement between the partners, and no other partner shall have a right to participate in the management of the partnership. A partner of an electing partnership shall be an agent of the partnership only to the extent that an employee of the partnership would be under like circumstances. In making such a determination, the court may consider among other things whether a person dealing with the partnership has knowledge, as defined in section 8413(a) (relating to knowledge and notice), that this section is applicable to the partnership.  (Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
15 PA Cons Stat § 8703 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 87 - Electing Partnerships|Section 8703 - Continuity of life

§ 8703. Continuity of life.  An electing partnership shall not be dissolved by the death, dissolution, insanity, retirement, resignation or expulsion of a partner or by the bankruptcy of a partner or the partnership. Changes in the composition of the partnership shall be evidenced by the prompt filing of a statement of amendment under section 8701(a) (relating to application of chapter). If fewer than two partners who are not bankrupt or insane remain, the court shall appoint a custodian of the partnership property for the purpose of continuing its business or, upon cause shown, winding up its affairs.
15 PA Cons Stat § 8704 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 87 - Electing Partnerships|Section 8704 - Free transferability of interests

§ 8704. Free transferability of interests.  The agreement between the partners of an electing partnership may provide that the property rights of a partner in the partnership shall be evidenced by shares of one or more classes or series. In that event, the transfer of all of the shares by a partner shall operate to terminate his membership in the partnership, and the transfer of any share by a partner shall operate to make the transferee a member of the partnership without the consent of any other partner. The transfer of certificates and the shares represented thereby may be regulated by the agreement between the partners if the agreement is not inconsistent with 13 Pa.C.S. Div. 8 (relating to investment securities).
15 PA Cons Stat § 8705 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 87 - Electing Partnerships|Section 8705 - Limited liability in certain cases

§ 8705. Limited liability in certain cases. (a) General rule.--The liability of a partner of an electing partnership for the debts and obligations of the partnership shall be satisfied out of partnership assets alone if the debt or obligation arises from a transaction or occurrence in which the person dealing with the partnership has notice, as defined in section 8413(b) (relating to knowledge and notice), that this section is applicable to the partnership.  (b) Exceptions.--Subsection (a) does not apply:  (1) Unless otherwise agreed by the obligee, to a debt or obligation arising prior to the time a partnership becomes an electing partnership.  (2) To a transaction or occurrence involving the furnishing or sale of any goods or services by the partnership.  (c) Professional relationship unaffected.--Subsection (a) shall not afford the partners of an electing partnership providing professional services with greater immunity than is available to the officers, shareholders, employees or agents of a professional corporation. See section 2925 (relating to professional relationship retained).  (Dec. 7, 1994, P.L.703, No.106, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)    Cross References. Section 8705 is referred to in section 8707 of this title.
15 PA Cons Stat § 8706 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 87 - Electing Partnerships|Section 8706 - One person as both partner and employee

§ 8706. One person as both partner and employee.   (a) General rule.--A person may be a partner in and an employee of the same electing partnership at the same time.  (b) Effect.--A person who is a partner and also, at the same time, an employee shall in his capacity as an employee have such rights and duties with respect to the employing partnership as may be agreed between employer and employee generally.
15 PA Cons Stat § 8707 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 87 - Electing Partnerships|Section 8707 - Modification by agreement

§ 8707. Modification by agreement.   (a) General rule.--The provisions of this chapter are intended to permit an electing partnership to qualify for taxation as an association under the United States Internal Revenue Code and to permit partners of an electing partnership to be employed by, and compensated as employees of, the association. The agreement between the partners of an electing partnership may effect any change in the form of organization of the partnership in addition to or in contravention of the changes authorized by this chapter that may be necessary to accomplish those purposes but only to the extent necessary to accomplish those purposes.  (b) Exception.--A provision adopted under subsection (a) shall not modify section 8705 (relating to limited liability in certain cases).
15 PA Cons Stat § 8708 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 87 - Electing Partnerships|Section 8708 - Taxation of electing partnerships

§ 8708. Taxation of electing partnerships.  For the purposes of the imposition by the Commonwealth or any political subdivision of any tax or license fee on or with respect to any property, privilege, transaction, subject or occupation, a partnership as to which an election under this chapter is in effect shall be deemed to be a corporation organized and existing under Subpart B of Part II (relating to business corporations).  (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)    1992 Amendment. Act 169 added section 8708.
15 PA Cons Stat § 8811 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8811 - Short title and application of chapter

§ 8811. Short title and application of chapter. (a) Short title.--This chapter may be cited as the Pennsylvania Uniform Limited Liability Company Act of 2016.  (b) Initial application.--Before April 1, 2017, this chapter governs only:  (1) a limited liability company formed on or after February 21, 2017; and (2) except as provided in subsection (c), a limited liability company formed before February 21, 2017, which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.  (c) Full effective date.--Except as provided in subsection (d), on and after April 1, 2017, this chapter governs all limited liability companies.  (d) Certificates of membership interest.--For purposes of applying this chapter to a limited liability company formed before February 21, 2017, language in the company's certificate of organization authorizing the issuance of certificates of membership interest operates as if that language were in the operating agreement.  (e) Cross reference.--See section 8815(c)(5) (relating to contents of operating agreement).    Cross References. Section 8811 is referred to in sections 8812, 8815 of this title.