2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 86 - Limited Partnerships › Section 8661 - Dissociation as limited partner

§ 8661. Dissociation as limited partner.
(a) No right to dissociate.--
A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership.
(b) Events causing dissociation.--
A person is dissociated as a limited partner when any of the following apply:
(1) The limited partnership knows or has notice of the person's express will to withdraw as a limited partner rightfully or wrongfully, except that, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date.
(2) An event stated in the partnership agreement as causing the person's dissociation as a limited partner occurs.
(3) The person is expelled as a limited partner pursuant to the partnership agreement.
(4) The person is expelled as a limited partner by the affirmative vote or consent of all the other partners if:
(i) it is unlawful to carry on the partnership's activities and affairs with the person as a limited partner;
(ii) there has been a transfer of all the person's transferable interest in the partnership, other than:
(A) a transfer for security purposes; or
(B) a charging order in effect under section 8673 (relating to charging order) which has not been foreclosed;
(iii) the person is an entity and:
(A) the partnership notifies the person that it will be expelled as a limited partner because:
(I) the person has filed a certificate of dissolution or the equivalent;
(II) the person has been administratively dissolved;
(III) the person's charter or the equivalent has been revoked; or
(IV) the person's right to conduct business has been suspended by the person's jurisdiction of formation; and
(B) within 90 days after the notification:
(I) the certificate of dissolution or the equivalent has not been withdrawn, rescinded or revoked;
(II) the person has not been reinstated;
(III) the person's charter or the equivalent has not been reinstated; or
(IV) the person's right to conduct business has not been reinstated; or
(iv) the person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up.
(5) On application by the partnership or a partner in a direct action under section 8691 (relating to direct action by partner), the person is expelled as a limited partner by judicial order because the person:
(i) has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership's activities and affairs;
(ii) has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or the contractual obligation of good faith and fair dealing under section 8635(a) (relating to limited duties of limited partners); or
(iii) has engaged or is engaging in conduct relating to the partnership's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner.
(6) In the case of an individual, the individual dies.
(7) In the case of a person that is a testamentary or inter vivos trust or is acting as a limited partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited partnership is distributed.
(8) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited partnership is distributed.
(9) In the case of a person that is not an individual, the existence of the person terminates.
(10) The partnership participates in a merger under Chapter 3 (relating to entity transactions) and:
(i) the partnership is not the surviving entity; or
(ii) otherwise as a result of the merger, the person ceases to be a limited partner.
(11) The partnership participates in an interest exchange under Chapter 3 and, as a result of the interest exchange, the person ceases to be a limited partner.
(12) The partnership participates in a conversion under Chapter 3.
(13) The partnership participates in a division under Chapter 3 and:
(i) the partnership is not a resulting association; or
(ii) as a result of the division, the person ceases to be a partner.
(14) The partnership participates in a domestication under Chapter 3 and, as a result of the domestication, the person ceases to be a limited partner.
(15) The partnership dissolves and completes winding up.
(c) Cross reference.--
See section 8611(d) (relating to short title and application of chapter).
Cross References.
Section 8661 is referred to in sections 8611, 8612, 8672 of this title.