reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 87 - Electing Partnerships › Extra - Chapter Notes

Enactment.
Chapter 87 was added December 21, 1988, P.L.1444, No.177.
Cross References.
Chapter 87 is referred to in section 9302 of this title.
2023 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.
2023 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)
2023 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.
2023 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).
2023 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.
2023 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.
2023 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).
2023 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Extra - Chapter Notes

Enactment.
Chapter 88 was added November 21, 2016, P.L.1328, No.170, effective in 90 days.
Cross References.
Chapter 88 is referred to in section 8995 of this title.
Cross References.
Subchapter I is referred to in section 8815 of this title.
2023 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8813 - Knowledge and notice

§ 8813. 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 subsection (d) or law other than this chapter.
(b) Notice.--
A person has notice of a fact if the person has reason to know the fact from all the facts known to the person at the time in question.
(c) Constructive notice.--
A person not a member or manager is deemed to have notice of:
(1) the dissolution of a limited liability company 90 days after a certificate of dissolution under section 8872(b)(2)(i) (relating to winding up and filing of certificates) is effective;
(2) the termination of a company 90 days after a certificate of termination under section 8872(f) is effective; and
(3) the participation of a company 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) becomes effective.
(d) Notification.--
Except as provided under 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.
(e) Transfer of real property.--
A person not a member or manager is deemed to know of a limitation on authority to transfer real property as provided under section 8832(g) (relating to certificate of authority).
(f) Effect of manager's knowledge or notice.--
If the certificate of organization of a limited liability company provides that it is manager-managed, a manager's knowledge or notice of a fact relating to the company is effective immediately as knowledge of or notice to the company, except in the case of a fraud on the company committed by or with the consent of the manager.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8814 - Governing law

§ 8814. Governing law.
(a) General rule.--
The law of this Commonwealth governs:
(1) the internal affairs of a limited liability company; and
(2) the liability of a member as member and of a manager as manager for the debts, obligations or other liabilities of a limited liability company.
(b) Cross reference.--
See section 8815(c)(6) (relating to contents of operating agreement).
Cross References.
Section 8814 is referred to in section 8815 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8816 - Application of operating agreement

§ 8816. Application of operating agreement.
(a) Company bound.--
A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the agreement.
(b) Deemed assent.--
A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
(c) Preformation agreement.--
Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8817 - Amendment and effect of operating agreement

§ 8817. Amendment and effect of operating agreement.
(a) Approval of amendments.--
An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. See section 8847(b)(6) and (c)(3)(iii) (relating to management of limited liability company).
(b) Obligations to nonmembers.--
The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Except as provided in section 8844(d) (relating to sharing of and right to distributions before dissolution) or in a court order issued under section 8853(b)(2) (relating to charging order) to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:
(1) is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and
(2) is not effective to the extent the amendment imposes a new debt, obligation or other liability on the transferee or person dissociated as a member.
(c) Provisions in filed documents.--
If a document delivered by a limited liability company to the department for filing contains a provision that would be ineffective under section 8815(c) or (d)(3) (relating to contents of operating agreement) if contained in the operating agreement, the provision is ineffective in the document.
(d) Conflicts with operating agreement.--
Subject to subsection (c):
(1) If a provision of the certificate of organization conflicts with a provision of the operating agreement, the provision of the certificate prevails.
(2) If a document other than its certificate of organization has been delivered by the company to the department for filing and conflicts with a provision of the operating agreement:
(i) the operating agreement prevails as to members, dissociated members, transferees and managers; and
(ii) the document prevails as to other persons to the extent they reasonably rely on the document.
(e) Prohibition of oral amendments.--
If a provision of an operating agreement in record form provides that the operating agreement cannot be amended, modified or rescinded except in record form, an oral agreement, amendment, modification or rescission shall not be enforceable.
Cross References.
Section 8817 is referred to in section 8815 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8819 - Powers

§ 8819. Powers.
(a) General rule.--
A limited liability company has the power to do all things necessary or convenient to carry on its activities and affairs.
(b) Capacity to sue and be sued.--
A limited liability company has the capacity to sue and be sued in its own name.
(c) Certain specifically authorized debt terms.--
A limited liability company shall be subject to section 1510 (relating to certain specifically authorized debt terms) to the same extent as if it were a business corporation.
(d) Cross references.--
See sections 8102 (relating to interchangeability of partnership, limited liability company and corporate forms of organization) and 8815(c)(8) (relating to contents of operating agreement).
Cross References.
Section 8819 is referred to in section 8815 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8821 - Formation of limited liability company and certificate of organization

§ 8821. Formation of limited liability company and certificate of organization.
(a) Formation.--
One or more associations or individuals 18 years of age or older may act as organizers to form a limited liability company by delivering to the department for filing a certificate of organization.
(b) Required contents of certificate.--
A certificate of organization must state:
(1) the name of the limited liability company, which must comply with Subchapter A of Chapter 2 (relating to names); and
(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 company's registered office.
(c) Optional contents of certificate.--
A certificate of organization may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified under section 8815(c) and (d) (relating to contents of operating agreement) in a manner inconsistent with that section.
(d) Substitute certificate of authority.--
A statement in a certificate of organization with respect to a matter described in section 8832(a)(2) or (3) (relating to certificate of authority) is effective as a certificate of authority and the statement is subject to the provisions of section 8832 in the same manner as a certificate of authority.
(e) Effect of certificate of organization.--
A provision of the certificate of organization shall be deemed to be a provision of the operating agreement for purposes of any provision of this title that refers to a rule as set forth in the operating agreement.
(f) Time of formation.--
A limited liability company is formed when its certificate of organization becomes effective.
(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 8818(d)(1) (relating to characteristics of limited liability company).
Section 8823 (relating to signing of filed documents).
Section 8893(a) (relating to benefit company status).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsecs. (a) and (g).
Cross References.
Section 8821 is referred to in sections 8812, 8893 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8822 - Amendment or restatement of certificate of organization

§ 8822. Amendment or restatement of certificate of organization.
(a) General rule.--
A certificate of organization may be amended or restated at any time.
(b) Required contents of certificate of amendment.--
To amend its certificate of organization, a limited liability company must deliver to the department for filing a certificate of amendment that states:
(1) the name of the company;
(2) the date of filing of its initial certificate of organization;
(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 organization, a limited liability company 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 previous amendments.
(d) Obligation to correct.--
If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization is inaccurate, the member or manager shall promptly:
(1) cause the certificate to be amended; or
(2) if appropriate, deliver to the department for filing a statement of correction under section 138 (relating to statement of correction) or a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness).
(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 8823 (relating to signing of filed documents).
Cross References.
Section 8822 is referred to in sections 8824, 8847 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8823 - Signing of filed documents

§ 8823. Signing of filed documents.
(a) Required signatures.--
Except as provided in this title, a document delivered to the department for filing under this title relating to a limited liability company must be signed as follows:
(1) Except as provided in paragraphs (2) and (3), a document signed on behalf of a limited liability company must be signed by a person authorized by the company.
(2) A company's initial certificate of organization must be signed by each organizer.
(3) A document delivered on behalf of a dissolved company that has no member must be signed by the person winding up the company's activities and affairs under section 8872(c) (relating to winding up and filing of certificates) or a person appointed under section 8872(d) to wind up the activities and affairs.
(4) A certificate of denial by a person under section 8833 (relating to certificate of denial) must be signed by that person.
(5) Any other document delivered on behalf of a person to the department for filing must be signed by that person.
(b) Cross reference.--
See section 142 (relating to effect of signing filings).
Cross References.
Section 8823 is referred to in sections 8821, 8822, 8825, 8832, 8833, 8872 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8824 - Liability of member, manager or other person for false or missing information in filed document

§ 8824. Liability of member, manager or other person 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:
(1) a person that signed the document or caused another to sign it on the person's behalf and knew there was false or missing information in the document at the time it was signed; and
(2) subject to subsection (b), a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if:
(i) the document was delivered for filing on behalf of the company; and
(ii) the member or manager knew or had notice there was false or missing information for a reasonably sufficient time before the document was relied upon so that, before the reliance, the member or manager reasonably could have:
(A) effected an amendment under section 8822 (relating to amendment or restatement of certificate of organization);
(B) filed a petition under section 144 (relating to signing and filing pursuant to judicial order); or
(C) delivered to the department for filing a statement of correction under section 138 (relating to statement of correction) or a statement of withdrawal under section 141 (relating to abandonment of filing before effectiveness).
(b) Substitute responsibility.--
To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in documents delivered on behalf of the company to the department for filing under this chapter and imposes that responsibility on one or more other members, the liability stated under subsection (a)(2) applies to those other members and not to the member that the operating agreement relieves of the responsibility.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8825 - Registered office

§ 8825. Registered office.
(a) General rule.--
Every limited liability company 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 organization, a change in the location of the registered office may be effected at any time by the company. Before the change becomes effective, the company shall amend its certificate of organization under the provisions of this chapter to reflect the change, include the change in an annual report under section 146 (relating to annual report) or file with the department a certificate of change of registered office setting forth:
(1) The name of the company.
(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 liability company may satisfy the requirements of this chapter concerning the maintenance of a registered office in this Commonwealth by setting forth in any document filed in the department under any provision of this chapter that permits or requires the statement of the address of its then-registered office, in lieu of that address, the statement authorized under section 109(a) (relating to name of commercial registered office provider in lieu of registered address).
(d) Effect of statement.--
A statement regarding the registered office of a limited liability company set forth in a document filed in the department pursuant to this section shall operate as an amendment of the certificate of organization.
(e) 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 8815(c)(7) (relating to contents of operating agreement).
Section 8823 (relating to signing of filed documents).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsec. (b) and relettered former subsec. (d) to subsec. (e) and added present subsec. (d).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8831 - Status of member or manager as agent

§ 8831. Status of member or manager as agent.
(a) No agency power of member as member.--
A member is not an agent of a limited liability company solely by reason of being a member.
(b) Agency power of manager.--
If the certificate of organization states that the company is manager managed, the act of a manager for apparently carrying on in the usual way the business of the company binds the company unless the manager so acting has in fact no authority to act for the company in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager does not have that authority.
(c) Liability of company under other law.--
A person's status as a member or manager does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8833 - Certificate of denial

§ 8833. Certificate of denial.
(a) General rule.--
A person named in a filed certificate of authority granting that person authority may deliver to the department for filing a certificate of denial that:
(1) states:
(i) the name of the limited liability company;
(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 company; and
(iii) the date the certificate of authority to which the certificate of denial pertains was filed; and
(2) denies the grant of authority.
(b) 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 8823 (relating to signing of filed documents).
Section 8832(j) (relating to certificate of authority).
Cross References.
Section 8833 is referred to in section 8823 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8835 - Taxation of limited liability companies

§ 8835. Taxation of limited liability companies.
(a) General rule.--
For the purposes of the imposition by the Commonwealth of any tax or license fee on or with respect to any income, property, privilege, transaction, subject or occupation, other than the corporate net income tax, capital stock and foreign franchise tax and personal income tax, a domestic or foreign limited liability company shall be deemed to be a corporation organized and existing under Part II (relating to corporations), and a member of the company, as such, shall be deemed to be a shareholder of a corporation.
(b) Financial institutions.--
For purposes of the bank shares tax and the mutual thrift institutions tax, a bank, bank and trust company, trust company, savings bank, building and loan association, savings and loan association or savings institution that is a domestic or foreign limited liability company shall be considered an "institution" as defined by Article VII or Article XV of the act of March 4, 1971 (P.L.6, No.2), known as the Tax Reform Code of 1971.
(c) Political subdivisions.--
Nothing in this section shall impair or preempt the ability of a political subdivision to levy, assess or collect any applicable taxes or license fees authorized under the act of December 31, 1965 (P.L.1257, No.511), known as The Local Tax Enabling Act, on any limited liability company.
Cross References.
Section 8835 is referred to in sections 8995, 8997 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8841 - Becoming a member

§ 8841. Becoming a member.
(a) Single initial member.--
If a limited liability company is initially to have only one member, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If the initial member and the organizer are different persons, the organizer acts on behalf of the initial member.
(b) Multiple initial members.--
If a limited liability company is initially to have more than one member, those persons become members as agreed by those persons and the organizer before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
(c) Powers and authority of organizer.--
Until a limited liability company has its first member, the organizer is deemed to be a manager of the company.
(d) Admission after formation.--
After formation of a limited liability company, a person becomes a member:
(1) by action of the organizer if the company does not have any members;
(2) as provided in the operating agreement;
(3) as the result of a transaction effective under Chapter 3 (relating to entity transactions);
(4) with the affirmative vote or consent of all the members; or
(5) as provided in section 8871(a)(3) (relating to events causing dissolution).
(e) Noneconomic members.--
A person may become a member without:
(1) acquiring a transferable interest; or
(2) making or being obligated to make a contribution to the limited liability company.
(f) Nature of interest.--
The interest of a member in a limited liability company is personal property.
Cross References.
Section 8841 is referred to in section 8812 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8842 - Form of contribution

§ 8842. Form of contribution.
A contribution may consist of:
(1) property transferred to, services performed for or another benefit provided to the limited liability company;
(2) an agreement to transfer property to, perform services for or provide another benefit to the company; or
(3) any combination of items listed in paragraphs (1) and (2).
Cross References.
Section 8842 is referred to in section 8812 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8843 - Liability for contributions

§ 8843. Liability for contributions.
(a) Obligation not excused.--
A person's obligation to make a contribution to a limited liability company 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 liability company to contribute money equal to the value, as stated in the records of the company, 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 members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described under subsection (a) without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8844 - Sharing of and right to distributions before dissolution

§ 8844. Sharing of and right to distributions before dissolution.
(a) General rule.--
Any distribution made by a limited liability company before its dissolution and winding up shall be in equal shares among members and persons dissociated as members, except as provided in section 8852(b) (relating to transfer of transferable interest) or to the extent necessary to comply with a charging order in effect under section 8853 (relating to charging order).
(b) No entitlement to distribution.--
Except as provided under subsection (e), a person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution.
(c) Distribution in kind.--
A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as provided in section 8877(d) (relating to disposition of assets in winding up), a limited liability company 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 member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution, except that the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or transferee on whose account the distribution is made.
(e) Distribution upon event of dissociation.--
Upon the effectiveness of a transaction under Chapter 3 (relating to entity transactions) or an amendment of the certificate of organization or operating agreement that results in either case in an event of dissociation but does not result in the dissolution of the limited liability company, the dissociating member may elect in record form to receive in lieu of the property that the person would be entitled to receive pursuant to the terms of the transaction or amendment:
(1) any distribution to which the member is entitled under the operating agreement on the terms provided in the operating agreement; and
(2) within a reasonable time after dissociation, the fair value of the interest of the member in the company as of the date of dissociation based upon the right of the member to share in distributions from the company.
Cross References.
Section 8844 is referred to in sections 8817, 8863 of this title.