reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 8474 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8474 - Certificate of dissociation

§ 8474. Certificate of dissociation. (a) Right to file certificate.--A person dissociated as a partner or the partnership may deliver to the department for filing a certificate of dissociation stating:  (1) the name of the partnership; (2) if the partnership is a limited liability partnership, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office; and  (3) the name of the person and that the person has dissociated from the partnership. (b) Effect of certificate.--A certificate of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of section 8433 (relating to certificate of partnership authority).  (c) Cross references.--See:  Section 134 (relating to docketing statement). Section 135 (relating to requirements to be met by filed documents). Section 136(c) (relating to processing of documents by Department of State). Section 8413(d)(2) (relating to knowledge and notice). Section 8418 (relating to signing of filed documents).   Cross References. Section 8474 is referred to in section 8413 of this title.
15 PA Cons Stat § 8475 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8475 - Continued use of partnership name

§ 8475. Continued use of partnership name. Continued use of a partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the business does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the business.
15 PA Cons Stat § 8481 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8481 - Events causing dissolution

§ 8481. Events causing dissolution. (a) General rule.--A partnership is dissolved, and its business shall be wound up, upon the occurrence of any of the following:  (1) In a partnership at will, the partnership knows or has notice of a person's express will to withdraw as a partner, other than a partner that has dissociated under section 8461(2), (3), (4), (5), (6), (7), (8), (9) or (10) (relating to events causing dissociation), except that, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date.  (2) In a partnership for a definite term or particular undertaking: (i) within 90 days after a person's dissociation by death or otherwise under section 8461(6), (7), (8), (9) or (10) or wrongful dissociation under section 8462(b) (relating to power to dissociate as partner and wrongful dissociation), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person's rightful dissociation under section 8462(b)(2)(i) constitutes that partner's consent to wind up the partnership business;  (ii) the affirmative vote or consent of all the partners to wind up the partnership business; or  (iii) the expiration of the term or the completion of the undertaking. (3) An event or circumstance that the partnership agreement states causes dissolution. (4) On application by a partner, the entry by the court of an order dissolving the partnership on the grounds that:  (i) the conduct of all or substantially all the partnership's business is unlawful; (ii) the economic purpose of the partnership is likely to be unreasonably frustrated; (iii) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or  (iv) it is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement.  (5) On application by a transferee, the entry by the court of an order dissolving the partnership on the grounds that it is equitable to wind up the partnership business:  (i) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or  (ii) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.  (6) The passage of 90 consecutive days during which the partnership does not have at least two partners.  (b) Cross reference.--See section 8415(c)(15) (relating to contents of partnership agreement).    Cross References. Section 8481 is referred to in sections 8415, 8453, 8471 of this title.
15 PA Cons Stat § 8483 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8483 - (Reserved)

§ 8483. (Reserved).
15 PA Cons Stat § 8484 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8484 - Power to bind partnership after dissolution

§ 8484. Power to bind partnership after dissolution. (a) Power of partner.--A partnership is bound by a partner's act after dissolution which:  (1) is appropriate for winding up the partnership business; or (2) would have bound the partnership under section 8431 (relating to partner agent of partnership) before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.  (b) Power of person dissociated as partner.--A person dissociated as a partner binds a partnership through an act occurring after dissolution if:  (1) at the time the other party enters into the transaction: (i) less than two years have passed since the dissociation; and (ii) the other party does not know or have notice of the dissociation and reasonably believes that the person is a partner; and  (2) the act: (i) is appropriate for winding up the partnership's business; or (ii) would have bound the partnership under section 8431 before dissolution and the other party does not know or have notice of the dissolution at the time the other party enters into the transaction.    Cross References. Section 8484 is referred to in sections 8482, 8485 of this title.
15 PA Cons Stat § 8485 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 84 - General Partnerships|Section 8485 - Liability after dissolution

§ 8485. Liability after dissolution. (a) Liability of partner.--If a partner having knowledge of the dissolution causes a partnership to incur an obligation under section 8484(a)(2) (relating to power to bind partnership after dissolution) by an act that is not appropriate for winding up the partnership business, the partner is liable:  (1) to the partnership for any damage caused to the partnership arising from the obligation; and  (2) if another partner or person dissociated as a partner is liable for the obligation, to that other partner or person for any damage caused to that other partner or person arising from the liability.  (b) Liability of person dissociated as partner.--Except as provided under subsection (c), if a person dissociated as a partner causes a partnership to incur an obligation under section 8484(b), the person is liable:  (1) to the partnership for any damage caused to the partnership arising from the obligation; and  (2) if a partner or another person dissociated as a partner is liable for the obligation, to the partner or other person for any damage caused to the partner or other person arising from the obligation.  (c) Exception in winding up.--A person dissociated as a partner is not liable under subsection (b) if:  (1) section 8482(c) (relating to winding up and filing of certificates) permits the person to participate in winding up; and  (2) the act that causes the partnership to be bound under section 8484(b) is appropriate for winding up the partnership's business.    Cross References. Section 8485 is referred to in sections 8242, 8244 of this title.
15 PA Cons Stat § 8613 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8613 - Knowledge and notice

§ 8613. Knowledge and notice. (a) Knowledge.--A person knows a fact if the person:  (1) has actual knowledge of it; or (2) is deemed to know it under law other than this chapter. (b) Notice.--A person has notice of a fact if the person:  (1) has reason to know the fact from all the facts known to the person at the time in question; or  (2) is deemed to have notice of the fact under subsection (c) or (d). (c) Effect of certificate.--A certificate of limited partnership on file in the department is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as provided under subsection (d) and section 8201(g) (relating to scope), the certificate is not notice of any other fact.  (d) Constructive notice.--A person not a partner is deemed to have notice of:  (1) another person's dissociation as a general partner 90 days after an amendment to the certificate of limited partnership which states that the other person has dissociated becomes effective or 90 days after a certificate of dissociation pertaining to the other person becomes effective, whichever occurs first;  (2) a limited partnership's: (i) dissolution 90 days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved is effective;  (ii) termination 90 days after a certificate of termination under section 8682(e) (relating to winding up and filing of certificates) is effective; and  (iii) participation in a merger, interest exchange, conversion, division or domestication, 90 days after a statement of merger, interest exchange, conversion, division or domestication under Chapter 3 (relating to entity transactions) is effective.  (e) Notification.--Except as provided in section 113(b) (relating to delivery of document), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.  (f) Effect of partner's knowledge or notice.--A general partner's knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner's knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
15 PA Cons Stat § 8614 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8614 - Governing law

§ 8614. Governing law. (a) General rule.--The laws of this Commonwealth govern:  (1) the internal affairs of a limited partnership; and (2) the liability of a partner as partner for the debts, obligations or other liabilities of a limited partnership.  (b) Cross reference.--See section 8615(c)(6) (relating to contents of partnership agreement).    Cross References. Section 8614 is referred to in section 8615 of this title.
15 PA Cons Stat § 8616 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8616 - Application of partnership agreement

§ 8616. Application of partnership agreement. (a) Partnership bound.--A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.  (b) Deemed assent.--A person that becomes a partner is deemed to assent to the partnership agreement.  (c) Preformation agreement.--Two or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.  (d) Cross reference.--See section 8621 (relating to formation of limited partnership and certificate of limited partnership).
15 PA Cons Stat § 8618 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8618 - Required information

§ 8618. Required information. (a) General rule.--A limited partnership shall maintain at its principal office the following information:  (1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.  (2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment or restatement has been signed.  (3) A copy of any filed certificate or statement of merger, interest exchange, conversion, division or domestication.  (4) A copy of the partnership's Federal, State and local income tax returns and reports, if any, for the three most recent years.  (5) A copy of any provisions of the partnership agreement in record form and any amendment made in record form to any partnership agreement.  (6) A copy of any financial statement of the partnership for the three most recent years. (7) A copy of any record made by the partnership during the past three years of any consent given by or vote taken of any partner under this title or the partnership agreement.  (8) Unless contained in a provision of the partnership agreement in record form, a record stating:  (i) a description and statement of the agreed value of contributions other than money made and agreed to be made by each partner;  (ii) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;  (iii) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and  (iv) any events upon the happening of which the partnership is to be dissolved and its activities and affairs wound up.  (b) Cross reference.--See section 8615 (relating to contents of partnership agreement).    Cross References. Section 8618 is referred to in sections 8612, 8615 of this title.
15 PA Cons Stat § 8619 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8619 - Dual capacity

§ 8619. Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties and obligations provided by this title and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this title and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this title and the partnership agreement for limited partners.
15 PA Cons Stat § 8621 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8621 - Formation of limited partnership and certificate of limited partnership

§ 8621. Formation of limited partnership and certificate of limited partnership. (a) Formation.--To form a limited partnership, a person must deliver a certificate of limited partnership to the department for filing.  (b) Required contents of certificate.--A certificate of limited partnership must state:  (1) the name of the limited partnership, which must comply with Subchapter A of Chapter 2 (relating to names);  (2) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of the partnership's registered office; and  (3) the name and address of each general partner. (c) Optional contents of certificate.--A certificate of limited partnership may contain statements as to matters other than those required under subsection (b), but may not vary or otherwise affect the provisions specified in section 8615(c) and (d) (relating to contents of partnership agreement) in a manner inconsistent with that section.  (d) Time of formation.--A limited partnership is formed when:  (1) the certificate of limited partnership becomes effective; (2) at least two persons have become partners; (3) at least one person has become a general partner; and (4) at least one person has become a limited partner. (e) Cross references.--See:  Section 134 (relating to docketing statement). Section 135 (relating to requirements to be met by filed documents). Section 136(c) (relating to processing of documents by Department of State). Section 8620 (relating to characteristics of limited partnership). Section 8623 (relating to signing of filed documents).   Cross References. Section 8621 is referred to in sections 8612, 8616 of this title.
15 PA Cons Stat § 8622 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8622 - Amendment or restatement of certificate of limited partnership

§ 8622. Amendment or restatement of certificate of limited partnership. (a) General rule.--A certificate of limited partnership may be amended or restated at any time.  (b) Required contents of certificate of amendment.--To amend its certificate of limited partnership, a limited partnership must deliver to the department for filing a certificate of amendment that states:  (1) the name of the partnership; (2) the date of filing of its initial certificate; (3) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office; and  (4) the amendment. (c) Restatement.--To restate its certificate of limited partnership, a limited partnership must deliver to the department for filing a certificate of amendment that:  (1) is designated as a restatement; and (2) includes a statement that the restated certificate supersedes the original certificate and all amendments.  (d) Required amendments.--A limited partnership shall promptly deliver to the department for filing an amendment to its certificate of limited partnership to reflect:  (1) the admission of a new general partner; (2) the dissociation of a person as a general partner; or (3) the appointment of a person to wind up the partnership's activities and affairs under section 8682(c) or (d) (relating to winding up and filing of certificates).  (e) Obligation to correct.--If a general partner knows that any information in a filed certificate of limited partnership is inaccurate, the general partner shall promptly:  (1) cause the certificate to be amended; or (2) if appropriate, deliver to the department for filing: (i) a certificate of change of registered office under section 8625 (relating to registered office);  (ii) a statement of correction under section 138 (relating to statement of correction); or  (iii) a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness).  (f) Amendment of voting provisions.--Except as provided in the certificate of limited partnership, whenever the certificate requires for the taking of any action by the partners or a class of partners a specific number or percentage of votes or consents, the provision of the certificate setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes or consents of the partners or of the class of partners.  (g) Cross references.--See:  Section 134 (relating to docketing statement). Section 135 (relating to requirements to be met by filed documents). Section 136(c) (relating to processing of documents by Department of State). Section 8623 (relating to signing of filed documents).   Cross References. Section 8622 is referred to in section 8624 of this title.
15 PA Cons Stat § 8624 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8624 - Liability of general partner for false or missing information in filed document

§ 8624. Liability of general partner for false or missing information in filed document. (a) General rule.--If a document delivered to the department for filing under this title and filed by the department contains a materially false statement or fails to state a material fact required to be stated, a person that suffers loss by reasonable reliance on the statement or failure to state a material fact may recover damages for the loss from a general partner if:  (1) the document was delivered for filing on behalf of the limited partnership; and (2) the general partner knew or had notice there was false or missing information in the document for a reasonably sufficient time before the document was relied upon so that, before the reliance, the general partner reasonably could have:  (i) effected an amendment under section 8622 (relating to amendment or restatement of certificate of limited partnership);  (ii) filed a petition under section 144 (relating to signing and filing pursuant to judicial order); or  (iii) delivered to the department for filing: (A) a certificate of change of registered office under section 8625 (relating to registered office);  (B) a statement of correction under section 138 (relating to statement of correction); or  (C) a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness).  (b) Cross references.--See sections 142 (relating to effect of signing filings) and 143 (relating to liability for inaccurate information in filing).