reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 8625 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8625 - Registered office

§ 8625. Registered office. (a) General rule.--Every limited partnership shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same as its place of business.  (b) Change of registered office.--After formation, a change in the location of the registered office may be effected at any time by the limited partnership. Before the change becomes effective, the limited partnership shall amend its certificate of limited partnership under the provisions of this chapter to reflect the change in location, or shall deliver to the department for filing a certificate of change of registered office setting forth:  (1) The name of the limited partnership. (2) The address, including street and number, if any, of its then registered office. (3) The address, including street and number, if any, to which the registered office is to be changed.  (c) Alternative procedure.--A limited partnership may satisfy the requirements of this chapter concerning the maintenance of a registered office in this Commonwealth by setting forth in any document filed by the department under any provision of this title that permits or requires the statement of the address of its then registered office, in lieu of that address, the statement authorized by section 109(a) (relating to name of commercial registered office provider in lieu of registered address).  (d) Cross references.--See:  Section 108 (relating to change in location or status of registered office provided by agent).  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 8615(c)(6) (relating to contents of partnership agreement). Section 8623 (relating to signing of filed documents).   Cross References. Section 8625 is referred to in sections 8622, 8624 of this title.
15 PA Cons Stat § 8631 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8631 - Becoming a limited partner

§ 8631. Becoming a limited partner. (a) Upon formation.--Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.  (b) After formation.--After formation, a person becomes a limited partner:  (1) as provided in the partnership agreement; (2) as the result of a transaction effective under Chapter 3 (relating to entity transactions); (3) with the affirmative vote or consent of all the partners; or (4) as provided in section 8681(a)(4) or (5) (relating to events causing dissolution). (c) Noneconomic limited partners.--A person may become a limited partner without:  (1) acquiring a transferable interest; or (2) making or being obligated to make a contribution to the limited partnership. (d) Nature of interest.--The interest of a limited partner in a limited partnership is personal property.    Cross References. Section 8631 is referred to in section 8612 of this title.
15 PA Cons Stat § 8632 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8632 - No agency power of limited partner as limited partner

§ 8632. No agency power of limited partner as limited partner. (a) General rule.--A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.  (b) Creation of partnership liability.--A person's status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person's conduct.
15 PA Cons Stat § 8633 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8633 - No liability as limited partner for limited partnership obligations

§ 8633. No liability as limited partner for limited partnership obligations. A debt, obligation or other liability of a limited partnership is not the debt, obligation or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the partnership. This subsection applies regardless of the dissolution, winding up or termination of the partnership.
15 PA Cons Stat § 8635 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8635 - Limited duties of limited partners

§ 8635. Limited duties of limited partners. (a) Good faith and fair dealing.--A limited partner shall discharge any duties to the limited partnership and the other partners under the partnership agreement and exercise any rights under this title or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.  (b) No other duties.--Except as provided under subsection (a), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.  (c) Transactions with limited partnership.--If a limited partner enters into a transaction with a limited partnership, the limited partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.  (d) Cross reference.--See section 8615(c)(11) (relating to contents of partnership agreement).    Cross References. Section 8635 is referred to in sections 8615, 8634, 8661, 8662 of this title.
15 PA Cons Stat § 8636 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8636 - Person erroneously believing self to be limited partner

§ 8636. Person erroneously believing self to be limited partner. (a) Right to correct.--Except as provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:  (1) causes an appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the department for filing;  (2) if a certificate of limited partnership is on file in the department, withdraws from future participation as an owner in the enterprise by delivering to the department for filing a certificate of negation under this section stating:  (i) the name of the limited partnership; (ii) 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;  (iii) the name of the person delivering the certificate to the department for filing; and (iv) that the person is not a general partner; or (3) files a certificate of denial under section 8434 (relating to certificate of denial) as if the enterprise were a general partnership.  (b) Liability before correction.--A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the department files a certificate of negation, certificate of limited partnership, amendment or statement of correction to show that the person is not a general partner.  (c) Right to withdraw.--If a person makes a diligent effort in good faith to comply with subsection (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the department for filing, the person has the right to withdraw from the enterprise under subsection (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.  (d) 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 8636 is referred to in section 8623 of this title.
15 PA Cons Stat § 8641 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8641 - Becoming a general partner

§ 8641. Becoming a general partner. (a) Admission on formation.--On formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners.  (b) Admission after formation.--After formation of a limited partnership, a person becomes a general partner:  (1) as provided in the partnership agreement; (2) as the result of a transaction effective under Chapter 3 (relating to entity transactions); (3) with the affirmative vote or consent of all the partners; or (4) under section 8681(a)(3)(ii) or (5) (relating to events causing dissolution) following the dissociation of a limited partnership's last general partner.  (c) Noneconomic general partners.--A person may become a general partner without:  (1) acquiring a transferable interest; or (2) making or being obligated to make a contribution to the partnership. (d) Nature of interest.--The interest of a general partner in a limited partnership is personal property.    Cross References. Section 8641 is referred to in section 8612 of this title.
15 PA Cons Stat § 8642 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8642 - General partner agent of limited partnership

§ 8642. General partner agent of limited partnership. (a) General rule.--Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a document in record form in the partnership's name, for apparently carrying on in the ordinary course the partnership's activities and affairs, or activities and affairs of the kind carried on by the partnership, binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.  (b) Act outside of ordinary course.--An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities and affairs, or activities and affairs of the kind carried on by the partnership, binds the partnership only if the partner had actual authority to take the action.    Cross References. Section 8642 is referred to in sections 8666, 8684 of this title.
15 PA Cons Stat § 8643 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8643 - Limited partnership liable for general partner's actionable conduct

§ 8643. Limited partnership liable for general partner's actionable conduct. (a) General rule.--A limited partnership is liable for loss or injury caused to a person or for a penalty incurred as a result of a wrongful act, or other actionable conduct, of a general partner acting in the ordinary course of activities and affairs of the partnership or with the actual or apparent authority of the partnership.  (b) Misapplication of property.--If, in the course of a limited partnership's activities and affairs or while acting with actual or apparent authority of the partnership, a general partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the partnership is liable for the loss.
15 PA Cons Stat § 8644 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8644 - General partner's liability

§ 8644. General partner's liability. (a) General rule.--Except as provided under subsection (b) or section 8204 (relating to limitation on liability of partners), all general partners are liable jointly and severally for all debts, obligations and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.  (b) Preexisting obligations.--A person that becomes a general partner is not personally liable for a debt, obligation or other liability of the limited partnership incurred before the person became a general partner.    Cross References. Section 8644 is referred to in sections 8645, 8667, 8686, 8687, 8689 of this title.
15 PA Cons Stat § 8645 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8645 - Actions by and against partnership and partners

§ 8645. Actions by and against partnership and partners. (a) General partner as party.--To the extent not inconsistent with section 8644 (relating to general partner's liability), a general partner may be joined in an action against the limited partnership or named in a separate action.  (b) Judgment against partnership only.--A judgment against a partnership:  (1) is not by itself a judgment against a partner; and (2) except as set forth in subsection (c), may not be satisfied from a partner's assets. (c) Judgment against partnership and partner.--If there is a judgment against a partnership and a partner on the same claim, the judgment creditor may levy execution against the assets of the partner if both of the following paragraphs apply:  (1) The partner is personally liable for the claim under section 8644. (2) One of the following subparagraphs applies: (i) A writ of execution on the judgment against the partnership has been returned unsatisfied in whole or in part.  (ii) The partnership is a debtor in bankruptcy. (iii) The partner has agreed that the creditor need not exhaust partnership assets. (iv) A court grants permission to levy execution based on a finding that: (A) partnership assets subject to execution are clearly insufficient to satisfy the judgment; (B) exhaustion of partnership assets is excessively burdensome; or (C) the grant of permission is an appropriate exercise of the court's equitable powers. (v) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
15 PA Cons Stat § 8646 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8646 - Management rights

§ 8646. Management rights. (a) General rule.--Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as provided in this title, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners.  (b) Actions requiring unanimous approval.--The affirmative vote or consent of all the partners is required to:  (1) amend the partnership agreement; and (2) amend the certificate of limited partnership to delete a statement that the limited partnership is a limited liability limited partnership.  (c) Reimbursement of advance.--A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.  (d) Status of advance.--A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or section 8648(a) (relating to reimbursement, indemnification, advancement and insurance) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.  (e) No right to remuneration.--A general partner is not entitled to remuneration for services performed for the limited partnership.  (f) Sale of assets.--A sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a limited partnership that is not made in the usual and regular course of the activities and affairs of the partnership must be approved by:  (1) all the general partners; and (2) limited partners owning the rights to receive a majority of the distributions as limited partners.  (g) Cross reference.--See section 324 (relating to approval by limited partnership).    Cross References. Section 8646 is referred to in section 8648 of this title.
15 PA Cons Stat § 8651 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8651 - Form of contribution

§ 8651. Form of contribution. A contribution may consist of: (1) property transferred to, services performed for or another benefit provided to the limited partnership;  (2) an agreement to transfer property to, perform services for or provide another benefit to the partnership; or  (3) any combination of items listed in paragraphs (1) and (2).   Cross References. Section 8651 is referred to in section 8612 of this title.
15 PA Cons Stat § 8652 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8652 - Liability for contribution

§ 8652. Liability for contribution. (a) Obligation not excused.--A person's obligation to make a contribution to a limited partnership is not excused by the person's death, disability, termination or other inability to perform personally.  (b) Substitute payment.--If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited partnership to contribute money equal to the value, as stated in the required information, of the part of the contribution which has not been made.  (c) Compromise of obligation.--The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in subsection (a) without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
15 PA Cons Stat § 8653 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8653 - Sharing of and right to distributions before dissolution

§ 8653. Sharing of and right to distributions before dissolution. (a) General rule.--Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners and persons dissociated as partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except as provided in section 8672(b) (relating to transfer of transferable interest) or to the extent necessary to comply with a charging order in effect under section 8673 (relating to charging order).  (b) No entitlement to distribution.--A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.  (c) Distribution in kind.--A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as provided under section 8690(f) (relating to disposition of assets in winding up and required contributions), a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.  (d) Status as creditor.--If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution, except that the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as a partner on whose account the distribution is made.    Cross References. Section 8653 is referred to in section 8617 of this title.
15 PA Cons Stat § 8655 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8655 - Liability for improper distributions

§ 8655. Liability for improper distributions. (a) General rule.--If a general partner consents to a distribution made in violation of section 8654 (relating to limitations on distributions) and in consenting to the distribution fails to comply with section 8649 (relating to standards of conduct for general partners), the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of section 8654.  (b) Recipients.--A person that receives a distribution knowing that the distribution violated section 8654 is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 8654.  (c) Contribution.--A general partner against which an action is commenced because the general partner is liable under subsection (a) may:  (1) join any other person that is liable under subsection (a) or otherwise seek to enforce a right of contribution from the person; and  (2) join any person that received a distribution in violation of subsection (b) or otherwise seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b).  (d) Statute of repose.--An action under this section is barred unless commenced within two years after the distribution.