reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 8662 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8662 - Effects of dissociation as limited partner

§ 8662. Effects of dissociation as limited partner. (a) General rule.--If a person is dissociated as a limited partner:  (1) subject to section 8674 (relating to power of personal representative of deceased partner), the person does not have further rights as a limited partner;  (2) the person's contractual obligation of good faith and fair dealing as a limited partner under section 8635(a) (relating to limited duties of limited partners) ends with regard to matters arising and events occurring after the person's dissociation except as provided in section 8634(c) (relating to limited partner rights to information); and  (3) subject to section 8674 and Chapter 3 (relating to entity transactions), any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.  (b) Existing obligations not discharged.--A person's dissociation as a limited partner does not of itself discharge the person from any debt, obligation or other liability to the limited partnership or the other partners which the person incurred while a limited partner.  (c) Cross reference.--See section 8611(d) (relating to short title and application of chapter).    Cross References. Section 8662 is referred to in sections 8611, 8612 of this title.
15 PA Cons Stat § 8664 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8664 - Power to dissociate as general partner and wrongful dissociation

§ 8664. Power to dissociate as general partner and wrongful dissociation. (a) Power to dissociate.--A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under section 8663(a)(1) (relating to dissociation as general partner).  (b) Wrongful dissociation.--A person's dissociation as a general partner is wrongful only if the dissociation:  (1) is in breach of an express provision of the partnership agreement; or (2) occurs before the completion of the winding up of the limited partnership, and: (i) the person withdraws as a general partner by express will; (ii) the person is expelled as a general partner by judicial order under section 8663(a)(5); (iii) the person is dissociated as a general partner under section 8663(a)(6); or (iv) the person is expelled or otherwise dissociated as a general partner because its existence terminated, except that this subparagraph does not apply to a person that is:  (A) a trust that is not a business or statutory trust; (B) an estate; or (C) an individual. (c) Damages for wrongful dissociation.--A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 8691 (relating to direct action by partner), to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the general partner to the partnership or the other partners.  (d) Cross reference.--See section 8615 (relating to contents of partnership agreement).    Cross References. Section 8664 is referred to in section 8615 of this title.
15 PA Cons Stat § 8665 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8665 - Effects of dissociation as general partner

§ 8665. Effects of dissociation as general partner. (a) General rule.--If a person is dissociated as a general partner:  (1) The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates.  (2) The person's duties and obligations as a general partner under section 8649 (relating to standards of conduct for general partners) end with regard to matters arising and events occurring after the person's dissociation except as provided in section 8647(e)(2) (relating to general partner rights to information).  (3) The person may deliver to the department for filing a certificate of dissociation stating:  (i) the name of the 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 registered office of the partnership; and  (iii) the name of the person and that the person has dissociated as a general partner. (4) At the request of the limited partnership, the person shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner.  (5) Subject to section 8674 (relating to power of personal representative of deceased partner) and Chapter 3 (relating to entity transactions), any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.  (b) Existing obligations not discharged.--A person's dissociation as a general partner does not of itself discharge the person from any debt, obligation or other liability to the limited partnership or the other partners which the person incurred while a general partner.  (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 8623 (relating to signing of filed documents).   Cross References. Section 8665 is referred to in sections 8612, 8623 of this title.
15 PA Cons Stat § 8666 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8666 - Power to bind and liability of person dissociated as general partner

§ 8666. Power to bind and liability of person dissociated as general partner. (a) Power to bind.--After a person is dissociated as a general partner and before the limited partnership is merged or divided out of existence, converted or domesticated under Chapter 3 (relating to entity transactions) or dissolved, the partnership is bound by an act of the person only if:  (1) the act would have bound the partnership under section 8642 (relating to general partner agent of limited partnership) before the dissociation; and  (2) 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 general partner.  (b) Liability.--If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the partnership to be bound is liable:  (1) to the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a); and  (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
15 PA Cons Stat § 8667 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8667 - Liability of person dissociated as general partner to other persons

§ 8667. Liability of person dissociated as general partner to other persons. (a) General rule.--A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a debt, obligation or other liability of the limited partnership incurred before dissociation. Except as provided in subsections (b) and (c), the person is not liable for a partnership obligation incurred after dissociation.  (b) Obligations incurred after dissolution.--A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under section 8685 (relating to general partner liability after dissolution) to the same extent as a general partner under section 8644 (relating to general partner's liability).  (c) When partnership not dissolved.--A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the partnership after the dissociation only if a general partner would be liable on the transaction, but at the time the other party enters into the transaction:  (1) less than two years have passed since the dissociation; and (2) the other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.  (d) Constructive release by creditor.--A person dissociated as a general partner is released from liability for a debt, obligation or other liability of the limited partnership if the partnership's creditor, with knowledge or notice of the person's dissociation as a general partner and without the person's consent, agrees to a material alteration in the nature or time of payment of the debt, obligation or other liability. The release from liability under this subsection applies whether the liability arises directly or indirectly, by way of contribution or otherwise, but only if the liability arises solely by reason of having been a general partner.    Cross References. Section 8667 is referred to in sections 8687, 8689, 8690 of this title.
15 PA Cons Stat § 8671 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8671 - Nature of transferable interest

§ 8671. Nature of transferable interest. (a) Personal property.--A transferable interest is personal property.  (b) Only right that may be transferred.--A person may not transfer to a person not a partner any rights in a limited partnership other than a transferable interest.
15 PA Cons Stat § 8672 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8672 - Transfer of transferable interest

§ 8672. Transfer of transferable interest. (a) General rule.--A transfer, in whole or in part, of a transferable interest:  (1) is permissible; (2) does not by itself cause the dissociation of the transferor as a partner or a dissolution and winding up of the limited partnership's activities and affairs; and  (3) subject to section 8674 (relating to power of personal representative of deceased partner), does not entitle the transferee to:  (i) participate in the management or conduct of the partnership's activities and affairs; or  (ii) except as provided under subsection (c), have access to required information, records or other information concerning the partnership's activities and affairs.  (b) Right to distributions.--A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.  (c) Right to account on dissolution.--In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the partnership's transactions only from the date of dissolution.  (d) Certificate of interest.--A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in record form, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.  (e) Recognition of transferee's rights.--A limited partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.  (f) Transfer restrictions.--A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.  (g) Rights retained by transferor.--Except as provided under sections 8661(b)(4)(ii) (relating to dissociation as limited partner) and 8663(a)(4)(ii) (relating to dissociation as general partner), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.    Cross References. Section 8672 is referred to in sections 8653, 8673, 8674 of this title.
15 PA Cons Stat § 8673 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8673 - Charging order

§ 8673. Charging order. (a) General rule.--On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.  (b) Available relief.--To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a), the court may:  (1) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and  (2) make all other orders necessary to give effect to the charging order. (c) Foreclosure.--Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner and is subject to section 8672 (relating to transfer of transferable interest).  (d) Satisfaction of judgment.--At any time before foreclosure under subsection (c), the partner or transferee whose transferable interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.  (e) Purchase of rights.--At any time before foreclosure under subsection (c), a limited partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.  (f) Exemption laws preserved.--This chapter shall not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.  (g) Exclusive remedy.--This section provides the exclusive remedy by which a person seeking, in the capacity of a judgment creditor, to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor's transferable interest.    Cross References. Section 8673 is referred to in sections 8617, 8653, 8661, 8663, 8690 of this title.
15 PA Cons Stat § 8674 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8674 - Power of personal representative of deceased partner

§ 8674. Power of personal representative of deceased partner. If a partner dies, the personal representative of the deceased partner may exercise: (1) the rights of a transferee provided in section 8672(c) (relating to transfer of transferable interest); and  (2) for the purposes of settling the estate, the rights of a current limited partner under section 8634 (relating to limited partner rights to information).    Cross References. Section 8674 is referred to in sections 8634, 8647, 8662, 8665, 8672 of this title.
15 PA Cons Stat § 8681.1 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8681.1 - Voluntary termination by partners

§ 8681.1. Voluntary termination by partners. (a) General rule.--The general partners of a limited partnership that has never transacted business or held assets other than money received as capital contributions may effect the termination of the partnership by delivering to the department for filing a certificate of termination stating:  (1) the name of the partnership; (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 registered office of the partnership;  (3) that the partnership has never transacted business or held assets other than money received as capital contributions;  (4) that the amounts, if any, actually paid in as contributions, less any part disbursed for necessary expenses, have been returned to those entitled to the return of the amounts;  (5) that all liabilities of the partnership have been discharged or that adequate provision has been made for those liabilities; and  (6) that a majority of the general partners elect that the partnership be terminated. (b) Effect.--Upon the filing of the certificate of termination, the existence of the limited partnership shall cease.  (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 8623 (relating to signing of filed documents).   Cross References. Section 8681.1 is referred to in section 139 of this title.
15 PA Cons Stat § 8683 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8683 - (Reserved)

§ 8683. (Reserved).
15 PA Cons Stat § 8684 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8684 - Power to bind partnership after dissolution

§ 8684. Power to bind partnership after dissolution. (a) Power of general partner.--A limited partnership is bound by a general partner's act after dissolution which:  (1) is appropriate for winding up the partnership's activities and affairs; or (2) would have bound the partnership under section 8642 (relating to general partner agent of limited 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 general partner.--A person dissociated as a general partner binds a limited 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 general partner; and  (2) the act: (i) is appropriate for winding up the partnership's activities and affairs; or (ii) would have bound the partnership under section 8642 before dissolution and at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.    Cross References. Section 8684 is referred to in sections 8682, 8685 of this title.
15 PA Cons Stat § 8685 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8685 - General partner liability after dissolution

§ 8685. General partner liability after dissolution. (a) Liability of general partner.--If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 8684(a) (relating to power to bind partnership after dissolution) by an act that is not appropriate for winding up the partnership's activities and affairs, the general partner is liable:  (1) to the partnership for any damage caused to the partnership arising from the obligation; and  (2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.  (b) Liability of person dissociated as general partner.--If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 8684(b), the person is liable:  (1) to the partnership for any damage caused to the partnership arising from the obligation; and  (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.    Cross References. Section 8685 is referred to in section 8667 of this title.
15 PA Cons Stat § 8686 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 86 - Limited Partnerships|Section 8686 - Known claims against dissolved limited partnership

§ 8686. Known claims against dissolved limited partnership. (a) General rule.--Except as provided under subsection (d), a dissolved limited partnership may give notice of a known claim under subsection (b) which has the effect provided in subsection (c).  (b) Required notice.--A dissolved limited partnership may notify in record form its known claimants of the dissolution. The notice must:  (1) specify the information required to be included in a claim; (2) state that a claim must be in writing and provide a mailing address to which the claim is to be sent;  (3) state the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant;  (4) state that the claim will be barred if not received by the deadline; and (5) 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.--A claim against a dissolved limited partnership is barred if the requirements of subsection (b) are met and:  (1) the claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the partnership: (i) the partnership causes the claimant to receive a notice in record form stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim within 90 days after the claimant receives the notice; and  (ii) the claimant fails to commence the required action no later than 90 days after the claimant receives the notice.  (d) Later arising claims.--This section shall not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.    Cross References. Section 8686 is referred to in sections 8654, 8687, 8689 of this title.