reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 81 - General Provisions › Section 8106 - Failure to observe formalities

§ 8106. Failure to observe formalities.
The failure of a limited liability partnership, limited partnership, limited liability limited partnership, electing partnership or limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a partner, member or manager of the entity for a debt, obligation or other liability of the entity.
(Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
2016 Amendment.
Act 170 added section 8106.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Extra - Chapter Notes

Enactment.
Chapter 82 was added December 7, 1994, P.L.703, No.106, effective in 60 days.
Cross References.
Chapter 82 is referred to in sections 102, 8415, 8615 of this title.
Enactment.
Subchapter D was added November 21, 2016, P.L.1328, No.170, effective in 90 days.
Enactment.
Subchapter E was added November 21, 2016, P.L.1328, No.170, effective in 90 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Section 8202 - Definitions

§ 8202. Definitions.
The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:
"Distribution."
A direct or indirect transfer of money or other property or incurrence of indebtedness by a limited liability partnership to a person on account of a transferable interest or in a person's capacity as a partner. The term:
(1) includes:
(i) a redemption or other purchase by a partnership of a transferable interest; and
(ii) a transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the partnership's business or to have access to records or other information concerning the partnership's business; and
(2) does not include:
(i) amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program;
(ii) the making of, or payment or performance on, a guaranty or similar arrangement by a partnership for the benefit of any or all of its partners;
(iii) a direct or indirect allocation or transfer effected under Chapter 3 (relating to entity transactions) with the approval of the partners; or
(iv) a direct or indirect transfer of:
(A) a governance or transferable interest; or
(B) options, rights or warrants to acquire a governance or transferable interest.
"Foreign registered limited liability partnership."
(Deleted by amendment).
"Partner."
Includes a person who is or was a partner in a limited liability partnership or a general partner in a limited liability limited partnership at any time while the registration of the partnership under this subchapter is or was in effect.
"Registered limited liability partnership"
or
"domestic registered limited liability partnership."
(Deleted by amendment).
(June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
2001 Amendment.
Act 34 added the def. of "partner."
Cross References. Section 8202 is referred to in section 8231 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Section 8203 - Name (Repealed)

§ 8203. Name (Repealed).
2014 Repeal.
Section 8203 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Section 8204 - Limitation on liability of partners

§ 8204. Limitation on liability of partners.
(a) General rule.--
Except as provided in subsection (b), a partner in a limited liability partnership or limited liability limited partnership shall not be liable directly or indirectly, whether by way of indemnification, contribution or otherwise, under an order of court or in any other manner for any debts, obligations or other liabilities of, or chargeable to, the partnership, whether sounding in contract or tort or otherwise, that arise while the registration of the partnership under this subchapter is in effect.
(b) Exceptions.--
(1) (Repealed).
(2) Subsection (a) shall not affect the liability of a partner:
(i) Individually for any negligent or wrongful acts or misconduct committed by the partner.
(ii) For any debts, obligations or other liabilities of the partnership:
(A) (Deleted by amendment)
(B) as to which the partner has agreed in record form to be liable; or
(C) that:
(I) arose before February 21, 2017; and
(II) did not arise from any negligent or wrongful acts or misconduct committed by a partner or other representative of the partnership.
(iii) To the extent expressly undertaken in the partnership agreement or the certificate of limited partnership.
(3) Subsection (a) shall not affect in any way:
(i) the liability of the partnership itself for all its debts, obligations and other liabilities;
(ii) the availability of the entire assets of the partnership to satisfy its debts, obligations and other liabilities; or
(iii) any obligation undertaken by a partner in record form to individually indemnify another partner of the partnership or to individually contribute toward a liability of another partner.
(c) Continuation of limited liability.--
Neither the termination of the registration of a partnership under this subchapter nor the dissolution, winding up or termination of the partnership shall affect the limitation on the liability of a partner in the partnership under this section with respect to debts, obligations and other liabilities that arose while the registration under this subchapter was in effect.
(d) Proper parties.--
A partner in a limited liability partnership or limited liability limited partnership is not a proper party to an action or proceeding by or against the partnership, the object of which is to recover damages or enforce debts, obligations or other liabilities for which the partner is not liable.
(e) Cross reference.--
See section 103 (relating to subordination of title to regulatory laws).
(June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
Cross References.
Section 8204 is referred to in sections 8436, 8644 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Section 8205 - Liability of withdrawing partner (Repealed)

§ 8205. Liability of withdrawing partner (Repealed).
2016 Repeal.
Section 8205 was repealed November 21, 2016, P.L.1328, No.170, effective in 90 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Section 8206 - Insurance (Repealed)

§ 8206. Insurance (Repealed).
2001 Repeal.
Section 8206 was repealed June 22, 2001, P.L.418, No.34, effective in 60 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Section 8207 - Extraterritorial application of subchapter

§ 8207. Extraterritorial application of subchapter.
(a) Legislative intent.--
(Deleted by amendment).
(b) Basis for determining liability of partners.--
The liability of partners in a domestic limited liability partnership or domestic limited liability limited partnership shall at all times be determined under Chapters 84 (relating to general partnerships) and 86 (relating to limited partnerships) as modified by the provisions of this subchapter.
(c) Conflict of laws.--
The personal liability of a partner of a domestic limited liability partnership or domestic limited liability limited partnership to any person or in any action or proceeding for the debts, obligations or other liabilities of the partnership or for the acts or omissions of other partners or representatives of the partnership shall be governed solely and exclusively by the laws of this Commonwealth. Whenever a conflict arises between the laws of this Commonwealth and the laws of any other state with regard to the liability of partners of a domestic limited liability partnership or domestic limited liability limited partnership for the debts, obligations and other liabilities of the partnership or for the acts or omissions of the other partners or representatives of the partnership, the laws of this Commonwealth shall govern in determining such liability.
(Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Section 8211 - (Repealed)

2016 Repeal.
Subchapter B (§ 8211) was added December 7, 1994, P.L.703, No.106, and repealed November 21, 2016, P.L.1328, No.170, effective in 90 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Section 8232 - Liability for improper distributions by limited liability partnership

§ 8232. Liability for improper distributions by limited liability partnership.
(a) General rule.--
If a partner of a limited liability partnership consents to a distribution made in violation of section 8231 (relating to limitations on distributions by limited liability partnership) and in consenting to the distribution fails to comply with section 8447 (relating to standards of conduct for partners), the partner is personally liable to the partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of section 8231.
(b) Recipients.--
A person that receives a distribution knowing that the distribution violated section 8231 is personally liable to the limited liability partnership, but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 8231.
(c) Contribution.--
A person against which an action is commenced because the person is liable under subsection (a) may:
(1) join any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and
(2) join any person that received a distribution in violation of subsection (b) and 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.
Cross References.
Section 8232 is referred to in section 8441 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Section 8241 - Known claims against dissolved limited liability partnership

§ 8241. Known claims against dissolved limited liability partnership.
(a) General rule.--
Except as provided in subsection (d), a dissolved limited liability partnership may give notice of a known claim under subsection (b), which has the effect provided in subsection (c).
(b) Notice.--
A dissolved limited liability 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 partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on section 8436 (relating to partner's liability).
(c) Claims barred.--
A claim against a dissolved limited liability 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 does not commence the required action within 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 8241 is referred to in sections 8231, 8242, 8243 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Section 8242 - Other claims against dissolved limited liability partnership

§ 8242. Other claims against dissolved limited liability partnership.
(a) Permissive notice.--
A dissolved limited liability 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 partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on section 8436 (relating to partner's liability).
(c) Claims barred.--
If a dissolved limited liability 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 8241 (relating to known claims against dissolved limited liability 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 8241 may be enforced:
(1) against a dissolved limited liability partnership, to the extent of its undistributed assets;
(2) except as provided in section 8243 (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 8436, 8473 (relating to liability of person dissociated as partner to other persons) and 8485 (relating to liability after dissolution).
Cross References.
Section 8242 is referred to in sections 8231, 8243 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Section 8243 - Court proceedings

§ 8243. Court proceedings.
(a) Determination of security.--
A dissolved limited liability partnership that has published a notice under section 8242 (relating to other claims against dissolved limited liability 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 8241 (relating to known claims against dissolved limited liability partnership).
(c) Notice.--
Within 10 days after the filing of an application under subsection (a), the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.
(d) Guardian ad litem.--
In any proceeding 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 liability partnership.
(e) Effect on contingent claims.--
A dissolved limited liability 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 8243 is referred to in sections 8231, 8242 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 82 - Limited Liability Partnerships and Limited Liability Limited Partnerships › Section 8244 - Liability of partner when claim against partnership barred

§ 8244. Liability of partner when claim against partnership barred.
If a claim against a dissolved limited liability partnership is barred under this subchapter, any corresponding claim under sections 8436 (relating to partner's liability), 8473 (relating to liability of person dissociated as partner to other persons) and 8485 (relating to liability after dissolution) is also barred.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 83 - General Partnerships (Repealed) › Section 8301 - § 8305 - (Repealed)

2016 Repeal.
Chapter 83 (Subchapters A - F) was added December 21, 1988, P.L.1444, No.177, and repealed November 21, 2016, P.L.1328, No.170, effective in 90 days. The subject matter is now contained in Chapter 84 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Extra - Chapter Notes

Enactment.
Chapter 84 was added November 21, 2016, P.L.1328, No.170, effective in 90 days.
Cross References.
Chapter 84 is referred to in sections 8201, 8207, 8701 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8411 - Short title and application of chapter

§ 8411. Short title and application of chapter.
(a) Short title.--
This chapter shall be known and may be cited as the Pennsylvania Uniform Partnership Act of 2016.
(b) Initial application.--
Before April 1, 2017, this chapter governs only:
(1) a partnership formed on or after February 21, 2017; and
(2) except as provided in subsection (d), a partnership formed before February 21, 2017, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.
(c) Full effective date.--
Except as provided under subsection (d), on and after April 1, 2017, this chapter governs all partnerships.
(d) Liabilities to third parties.--
With respect to a partnership that elects under subsection (b)(2) to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the partnership's partners to third parties apply:
(1) before April 1, 2017, to:
(i) a third party that had not done business with the partnership in the year before the election took effect; and
(ii) a third party that had done business with the partnership in the year before the election took effect only if the third party knows or has been notified of the election; and
(2) on and after April 1, 2017, to all third parties, except that those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(ii).
(e) References to withdrawal.--
A reference in a partnership agreement to the withdrawal of a partner shall be deemed to be a reference to the dissociation of the partner.
(f) Cross reference.--
See section 8415(c)(5) (relating to contents of partnership agreement).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 relettered former subsec. (e) to subsec. (f) and added present subsec. (e).
Cross References.
Section 8411 is referred to in sections 8412, 8415 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8413 - Knowledge and notice

§ 8413. 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)(1) or law other than this chapter.
(b) Notice.--
A person has notice of a fact if the person:
(1) has reason to know the fact from all the facts known to the person at the time in question; or
(2) is deemed to have notice of the fact under subsection (d)(2).
(c) 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.
(d) Constructive knowledge or notice.--
A person not a partner is deemed:
(1) to know of a limitation on authority to transfer real property as provided in section 8433(g) (relating to certificate of partnership authority); and
(2) to have notice of:
(i) a person's dissociation as a partner 90 days after a certificate of dissociation under section 8474 (relating to certificate of dissociation) becomes effective;
(ii) the dissolution of the partnership 90 days after a certificate of dissolution under section 8482(b)(2)(i) (relating to winding up and filing of certificates) is effective;
(iii) the termination of the partnership 90 days after a certificate of termination under section 8482(b)(2)(vi) is effective; and
(iv) participation 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) is effective.
(e) Effect of partner's knowledge or notice.--
A partner's knowledge or notice of a fact relating to the partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Cross References.
Section 8413 is referred to in sections 8433, 8474, 8702, 8705 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8414 - Governing law

§ 8414. Governing law.
(a) General rule.--
The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations or other liabilities of the partnership are governed by:
(1) in the case of a limited liability partnership, the laws of this Commonwealth; and
(2) in the case of a partnership that is not a limited liability partnership, the laws of:
(i) the jurisdiction chosen by a provision of the partnership agreement in record form; or
(ii) the jurisdiction in which the partnership has its principal office if there is no choice of law under subparagraph (i).
(b) Enforceability of chosen law.--
A choice of law under subsection (a)(2)(i) is enforceable even though:
(1) The chosen jurisdiction has no substantial relationship to the partners or the partnership and there is no other reasonable basis for the parties' choice.
(2) Application of the chosen law would be contrary to a fundamental policy of a jurisdiction that has a materially greater interest in the determination of the particular issue than does the jurisdiction whose law has been chosen.
(c) Cross reference.--
See section 8415(c)(6) (relating to contents of partnership agreement).
Cross References.
Section 8414 is referred to in section 8415 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8416 - Application of partnership agreement

§ 8416. Application of partnership agreement.
(a) Partnership bound.--
A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.
(b) Deemed assent.--
A person that becomes a partner is deemed to assent to the partnership agreement.
(c) Preformation agreement.--
Two or more persons intending to become the initial partners of a partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
(d) Cross reference.--
See section 8422(a) (relating to formation of partnership).
Cross References.
Section 8416 is referred to in section 8422 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8417 - Amendment and effect of partnership agreement

§ 8417. Amendment and effect of partnership agreement.
(a) Approval of amendments.--
A partnership 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 8441(j) (relating to partner's rights and duties).
(b) Obligations to nonpartners.--
The obligations of a partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Except as provided in section 8445(d) (relating to sharing of and right to distribution before dissolution) or in a court order issued under section 8454(b)(2) (relating to charging order) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(1) is effective with regard to any debt, obligation or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and
(2) is not effective to the extent the amendment:
(i) imposes a new debt, obligation or other liability on the transferee or person dissociated as a partner; or
(ii) prejudices the rights under section 8471 (relating to purchase of interest of person dissociated as partner) of a person that dissociated as a partner before the amendment was made.
(c) Provisions in filed documents.--
If a document delivered by a partnership to the department for filing becomes effective and contains a provision that would be ineffective under section 8415(c) or (d)(3) (relating to contents of partnership agreement) if contained in the partnership agreement, the provision is ineffective in the document.
(d) Conflicts with partnership agreement.--
Subject to subsection (c), if a document delivered by a partnership to the department for filing becomes effective and conflicts with a provision of the partnership agreement:
(1) the agreement prevails as to partners, persons dissociated as partners and transferees; and
(2) 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 a partnership agreement in record form provides that the partnership 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 8417 is referred to in section 8415 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8418 - Signing of filed documents

§ 8418. 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 partnership must be signed as follows:
(1) Except as provided under paragraphs (2) and (3), a document signed on behalf of a partnership must be signed by a person authorized by the partnership.
(2) A document filed on behalf of a dissolved partnership that has no partner must be signed by the person winding up the partnership's business under section 8482(c) (relating to winding up and filing of certificates) or a person appointed under section 8482(d) to wind up the business.
(3) A certificate of denial by a person under section 8434 (relating to certificate of denial) must be signed by that person.
(4) 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 8418 is referred to in sections 8433, 8434, 8474, 8482 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8419 - Liability of general partner or other person for false or missing information in filed document

§ 8419. Liability of general partner 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 partner if:
(i) the document was delivered for filing on behalf of the partnership; and
(ii) the partner 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 partner reasonably could have:
(A) filed a petition under section 144 (relating to signing and filing pursuant to judicial order); or
(B) delivered 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).
(b) Partner relieved of responsibility.--
To the extent the partnership agreement expressly relieves a partner of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the partnership to the department for filing under this title and imposes that responsibility on one or more other partners, the liability stated in subsection (a)(2) applies to those other partners and not to the partner that the partnership agreement relieves of the responsibility.
(c) Cross reference.--
See section 143 (relating to liability for inaccurate information in filing).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8421 - Partnership as entity

§ 8421. Partnership as entity.
(a) General rule.--
A partnership is an entity distinct from its partners.
(b) Limited liability partnership.--
A partnership is the same entity regardless of whether the partnership has a statement of registration in effect under section 8201 (relating to scope).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8422 - Formation of partnership

§ 8422. Formation of partnership.
(a) General rule.--
Except as provided in subsection (b), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(b) Excluded associations.--
An association formed under a statute other than this chapter, a predecessor statute or a comparable statute of another jurisdiction is not a partnership under this chapter.
(c) Rules for determining formation of partnership.--
In determining whether a partnership is formed, the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i) of a debt by installments or otherwise;
(ii) for services as an independent contractor or of wages or other compensation to an employee;
(iii) of rent;
(iv) of an annuity or other retirement or health benefit to a deceased or retired partner or a beneficiary, representative or designee of a deceased or retired partner;
(v) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, rights to income, proceeds or increase in value derived from the collateral; or
(vi) for the sale of the goodwill of a business or other property by installments or otherwise.
(d) Cross reference.--
See section 8416(c) (relating to application of partnership agreement).
Cross References.
Section 8422 is referred to in sections 102, 8416, 8442 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8424 - When property is partnership property

§ 8424. When property is partnership property.
(a) General rule.--
Property is owned by a partnership and not by the partners individually if the property is acquired in the name of:
(1) the partnership by a transfer to:
(i) the partnership in its name; or
(ii) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property; or
(2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property purchased with partnership assets.--
Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(c) Property acquired in name of partner.--
Property acquired in the name of one or more of the partners is presumed to be separate property owned by the individual partner or partners, even if used for partnership purposes, if the property is acquired without:
(1) an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership; and
(2) use of partnership assets.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8431 - Partner agent of partnership

§ 8431. Partner agent of partnership.
Subject to the effect of a certificate of partnership authority under section 8433 (relating to certificate of partnership authority), the following rules apply:
(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the signing of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner did not have authority to act for the partnership in the particular matter and the person with which the partner was dealing knew or had notice that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership's business or business 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 8431 is referred to in sections 8432, 8472, 8484 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8432 - Transfer of partnership property

§ 8432. Transfer of partnership property.
(a) General rule.--
Partnership property may be transferred as follows:
(1) Subject to the effect of a certificate of partnership authority under section 8433 (relating to certificate of partnership authority), partnership property held in the name of the partnership may be transferred by an instrument of transfer signed by a partner in the partnership name.
(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer signed by the persons in whose name the property is held.
(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer signed by the persons in whose name the property is held.
(b) Recovery of property by partnership.--
A partnership may recover partnership property from a transferee only if it proves that the signing of the instrument of initial transfer did not bind the partnership under section 8431 (relating to partner agent of partnership) and:
(1) as to a subsequent transferee who gave value for property transferred under subsection (a)(1) or (2), proves that the subsequent transferee knew or had notice that the person who signed the instrument of initial transfer lacked authority to bind the partnership; or
(2) as to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had notice that the property was partnership property and that the person who signed the instrument of initial transfer lacked authority to bind the partnership.
(c) Subsequent transferees.--
A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property under subsection (b) from any earlier transferee of the property.
(d) Sole partner.--
If one person holds all the interests in a partnership, all the partnership property vests in that person. The person may sign a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8434 - Certificate of denial

§ 8434. 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) provides the name of the partnership and:
(i) if the partnership is not a registered foreign limited liability partnership, the street and mailing addresses of its principal office; or
(ii) if the partnership is a registered foreign limited liability partnership, 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;
(2) states the caption of the certificate of authority to which the certificate of denial pertains; and
(3) 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 8418 (relating to signing of filed documents).
Cross References.
Section 8434 is referred to in sections 8418, 8433, 8636 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8435 - Partnership liable for partner's actionable conduct

§ 8435. Partnership liable for partner's actionable conduct.
(a) General rule.--
A 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 partner acting in the ordinary course of business of the partnership or with the actual or apparent authority of the partnership.
(b) Misapplication of property.--
If, in the course of the partnership's business or while acting with actual or apparent authority of the partnership, a 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 partner, the partnership is liable for the loss.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8436 - Partner's liability

§ 8436. Partner's liability.
(a) General rule.--
Except as provided in subsection (b) or section 8204 (relating to limitation on liability of partners), all partners are jointly and severally liable for all debts, obligations and other liabilities of the partnership unless otherwise agreed by the claimant or provided by law.
(b) Preexisting liabilities.--
A person that becomes a partner is not personally liable for a debt, obligation or other liability of the partnership incurred before the person became a partner.
Cross References.
Section 8436 is referred to in sections 8241, 8242, 8244, 8437 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8437 - Actions by and against partnership and partners

§ 8437. Actions by and against partnership and partners.
(a) Partnership as party.--
A partnership may sue and be sued in the name of the partnership.
(b) Partner as party.--
To the extent not inconsistent with section 8436 (relating to partner's liability), a partner may be joined in an action against the partnership or named in a separate action.
(c) Judgment against partnership only.--
A judgment against a partnership:
(1) is not by itself a judgment against a partner; and
(2) except as provided in subsection (d), may not be satisfied from a partner's assets.
(d) 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 apply:
(1) The partner is personally liable for the claim under section 8436.
(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.
(e) Liability for representations.--
This section also applies to any debt, liability or other obligation of a partnership which results from a representation by a partner or purported partner under section 8438 (relating to liability of purported partner).
(f) Cross reference.--
See section 8415(c)(8) (relating to contents of partnership agreement).
Cross References.
Section 8437 is referred to in section 8415 of this title.