reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 86 - Limited Partnerships › Section 8624 - Liability of general partner for false or missing information in filed document

§ 8624. Liability of general partner for false or missing information in filed document.
(a) General rule.--
If a document delivered to the department for filing under this title and filed by the department contains a materially false statement or fails to state a material fact required to be stated, a person that suffers loss by reasonable reliance on the statement or failure to state a material fact may recover damages for the loss from a general partner if:
(1) the document was delivered for filing on behalf of the limited partnership; and
(2) the general partner knew or had notice there was false or missing information in the document for a reasonably sufficient time before the document was relied upon so that, before the reliance, the general partner reasonably could have:
(i) effected an amendment under section 8622 (relating to amendment or restatement of certificate of limited partnership);
(ii) filed a petition under section 144 (relating to signing and filing pursuant to judicial order); or
(iii) delivered to the department for filing:
(A) a certificate of change of registered office under section 8625 (relating to registered office);
(B) a statement of correction under section 138 (relating to statement of correction); or
(C) a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness).
(b) Cross references.--
See sections 142 (relating to effect of signing filings) and 143 (relating to liability for inaccurate information in filing).
2023 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, include the change in an annual report under section 146 (relating to annual report) or 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) Effect of statement.--
A statement regarding the registered office of a limited partnership set forth in a document filed in the department pursuant to this section shall operate as an amendment of the certificate of limited partnership.
(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 8615(c)(6) (relating to contents of partnership agreement).
Section 8623 (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).
Cross References.
Section 8625 is referred to in sections 8622, 8624 of this title.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.