reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8438 - Liability of purported partner

§ 8438. Liability of purported partner.
(a) General rule.--
If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is jointly and severally liable, with any other person consenting to the representation, with respect to that liability.
(b) Authority of purported partner.--
If a person is represented in the manner described in subsection (a) to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c) Effect of certificate of partnership authority.--
A person is not liable as a partner merely because the person is named by another as a partner in a certificate of partnership authority.
(d) No effect of failure to disclaim authority.--
A person does not continue to be liable as a partner merely because of a failure to file a certificate of dissociation or to amend a certificate of partnership authority to indicate the person's dissociation as a partner.
(e) Nonliability of persons not partners.--
Except as provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons.
Cross References.
Section 8438 is referred to in section 8437 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8442 - Becoming a partner

§ 8442. Becoming a partner.
(a) Upon formation.--
Upon formation of a partnership, a person becomes a partner under section 8422(a) (relating to formation of partnership).
(b) After formation.--
After formation of a partnership, a person becomes a partner:
(1) as provided in the partnership agreement;
(2) as a result of a transaction effective under Chapter 3 (relating to entity transactions); or
(3) with the affirmative vote or consent of all the partners.
(c) Noneconomic partners.--
A person may become a 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 partner in a partnership is personal property.
Cross References.
Section 8442 is referred to in section 8412 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8443 - Form of contribution

§ 8443. Form of contribution.
A contribution may consist of:
(1) property transferred to, services performed for or another benefit provided to the 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 8443 is referred to in section 8412 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8444 - Liability for contribution

§ 8444. Liability for contribution.
(a) Obligation not excused.--
A person's obligation to make a contribution to a 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 partnership, to contribute money equal to the value, as stated in the records of the partnership, 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 liability partnership extends credit or otherwise acts in reliance on an obligation described under subsection (a) without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8445 - Sharing of and right to distribution before dissolution

§ 8445. Sharing of and right to distribution before dissolution.
(a) Distributions before dissolution.--
Any distribution made by a partnership before its dissolution and winding up shall be in equal shares among partners and persons dissociated as partners whose interests in the partnership have not been purchased under section 8471 (relating to purchase of interest of person dissociated as partner), except as provided in section 8453(b) (relating to transfer of transferable interest) or to the extent necessary to comply with a charging order in effect under section 8454 (relating to charging order).
(b) No right to distribution.--
Subject to section 8471, a person has a right to a distribution before the dissolution and winding up of a partnership only if the partnership decides to make an interim distribution.
(c) Form of distribution.--
A person does not have a right to demand or receive a distribution from a partnership in any form other than money. Except as provided in section 8486 (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 partnership with respect to the distribution. 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 partner on whose account the distribution is made.
Cross References.
Section 8445 is referred to in sections 8417, 8441 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8447 - Standards of conduct for partners

§ 8447. Standards of conduct for partners.
(a) General rule.--
A partner owes to the partnership and the other partners the duties of loyalty and care stated in subsections (b) and (c).
(b) Duty of loyalty.--
The fiduciary duty of loyalty of a partner includes the duties:
(1) to account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner:
(i) in the conduct or winding up of the partnership's business;
(ii) from a use by the partner of the partnership's property; or
(iii) from the appropriation of a partnership opportunity;
(2) to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a person having an interest adverse to the partnership; and
(3) to refrain from competing with the partnership in the conduct of the partnership's business before the dissolution of the partnership.
(c) Duty of care.--
The duty of care of a partner in the conduct or winding up of the partnership business is to refrain from engaging in gross negligence, recklessness, willful misconduct or a knowing violation of law.
(d) Good faith and fair dealing.--
A partner shall discharge the duties and obligations under this title or under the partnership agreement and exercise any rights consistent with the contractual obligation of good faith and fair dealing.
(e) Self-serving conduct.--
A partner does not violate a duty or obligation under this title or under the partnership agreement solely because the partner's conduct furthers the partner's own interest.
(f) Authorization or ratification.--
All the partners may authorize or ratify, after disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty of a partner.
(g) Fairness as a defense.--
It is a defense to a claim under subsection (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the partnership at the time it was authorized or ratified under subsection (f).
(h) Rights and obligations in approved transaction.--
If a partner enters into a transaction with the partnership which otherwise would be prohibited under subsection (b)(2), but the transaction is authorized or ratified as provided under subsection (f) or the partnership agreement, the partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.
(i) Exoneration.--
The partnership agreement may provide that a partner shall not be personally liable for monetary damages to the partnership or the other partners for a breach of subsection (c), except that a partner may not be exonerated for an act that constitutes recklessness, willful misconduct or a knowing violation of law.
(j) Cross reference.--
See section 8415 (relating to contents of partnership agreement).
Cross References.
Section 8447 is referred to in sections 8231, 8232, 8415, 8441, 8461, 8463 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8448 - Actions by partnership and partners

§ 8448. Actions by partnership and partners.
(a) Action by partnership.--
A partnership may maintain an action against a partner for either of the following that causes or threatens harm to the partnership:
(1) a breach of the partnership agreement; or
(2) the violation of a duty to the partnership.
(b) Action by partner.--
A partner may maintain an action against the partnership or another partner, with or without an accounting as to partnership business, to enforce the partner's rights and protect the partner's interests, including rights and interests under the partnership agreement or this title or arising independently of the partnership relationship.
(c) Claims not revived.--
A right to an accounting on dissolution and winding up does not revive a claim barred by law.
(d) Cross reference.--
See section 8415(c)(12)(relating to contents of partnership agreement).
Cross References.
Section 8448 is referred to in sections 8415, 8471 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8449 - Continuation of partnership beyond definite term or particular undertaking

§ 8449. Continuation of partnership beyond definite term or particular undertaking.
(a) Effect of continuation.--
If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) Presumed agreement to continue partnership.--
If the partners, or those partners who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8451 - Partner not co-owner of partnership property

§ 8451. Partner not co-owner of partnership property.
A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8452 - Nature of transferable interest

§ 8452. 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 partnership other than a transferable interest.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8453 - Transfer of transferable interest

§ 8453. 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 partnership's business; and
(3) subject to section 8455 (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 business; or
(ii) except as provided in subsection (c), have access to records or other information concerning the partnership's business.
(b) Rights of transferee.--
A transferee has the right to:
(1) receive, in accordance with the terms of the transfer:
(i) distributions to which the transferor would otherwise be entitled; and
(ii) allocations of income, gain, loss, deduction or credit or similar item which would otherwise be made to the transferor; and
(2) seek under section 8481(a)(5) (relating to events causing dissolution) a judicial determination that it is equitable to wind up the partnership business.
(c) Right to account on dissolution.--
In a dissolution and winding up of a partnership, a transferee is entitled to an account of the partnership's transactions only from the date of dissolution.
(d) Recognition of transferee's rights.--
A partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.
(e) 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.
(f) Rights retained by transferor.--
Except as provided in section 8461(4)(ii) (relating to events causing dissociation), if a partner transfers a transferable interest, the transferor retains the rights of a partner other than the transferable interest transferred and retains all the duties and obligations of a partner.
Cross References.
Section 8453 is referred to in sections 8445, 8454, 8455 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8454 - Charging order

§ 8454. 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 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 8453 (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 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 8454 is referred to in sections 8417, 8445, 8461, 8486 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8455 - Power of personal representative of deceased partner

§ 8455. Power of personal representative of deceased partner.
If a partner dies, the deceased partner's personal representative may exercise:
(1) the rights of a transferee provided in section 8453(c) (relating to transfer of transferable interest); and
(2) for purposes of settling the estate, the rights the deceased partner had under section 8446 (relating to rights to information).
Cross References.
Section 8455 is referred to in sections 8446, 8453 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8462 - Power to dissociate as partner and wrongful dissociation

§ 8462. Power to dissociate as partner and wrongful dissociation.
(a) Power to dissociate.--
A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by withdrawing as a partner by express will under section 8461(1) (relating to events causing dissociation).
(b) Wrongful dissociation.--
A person's dissociation as a partner is wrongful only if the dissociation:
(1) is in breach of an express provision of the partnership agreement; or
(2) in the case of a partnership for a definite term or particular undertaking, occurs before the expiration of the term or the completion of the undertaking and:
(i) the person withdraws as a partner by express will, unless the withdrawal follows within 90 days after another person's dissociation by death or otherwise under section 8461(6), (7), (8), (9) or (10) or wrongful dissociation under this subsection;
(ii) the person is expelled as a partner by judicial order under section 8461(5);
(iii) the person is dissociated under section 8461(6); or
(iv) in the case of a person that is not a trust other than a business or statutory trust, an estate or an individual, the person is expelled or otherwise dissociated because it willfully dissolved or terminated.
(c) Damages for wrongful dissociation.--
A person that wrongfully dissociates as a partner is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the partner to the partnership or the other partners.
(d) Cross reference.--
See section 8415(c)(14) (relating to contents of partnership agreement).
Cross References.
Section 8462 is referred to in sections 8415, 8471, 8481 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8463 - Effects of dissociation

§ 8463. Effects of dissociation.
(a) Effects on partnership.--
If a person's dissociation results in a dissolution and winding up of the partnership business, Subchapter H (relating to dissolution and winding up) applies; otherwise, Subchapter G (relating to dissociation as partner if business not wound up) applies.
(b) Effects on person dissociated as partner.--
If a person is dissociated as a partner:
(1) The person's right to participate in the management and conduct of the partnership's business terminates, except as provided under section 8482(c) (relating to winding up and filing of certificates).
(2) The person's duties and obligations under section 8447 (relating to standards of conduct for partners) end with regard to matters arising and events occurring after the person's dissociation, except to the extent the partner participates in winding up the partnership's business under section 8482.
(3) Any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation that is not subsequently purchased from the person or canceled or exchanged in a transaction under Chapter 3 (relating to entity transactions) is owned by the person solely as a transferee.
(c) Existing obligations not discharged.--
A person's dissociation does not of itself discharge the person from any debt, obligation or other liability to the partnership or the other partners which the person incurred while a partner.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8472 - Power to bind and liability of person dissociated as partner

§ 8472. Power to bind and liability of person dissociated as partner.
(a) When partnership bound.--
After a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership business and before the 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 8431 (relating to partner agent of partnership) before 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 partner.
(b) Liability of person dissociated as partner.--
If a partnership is bound under subsection (a), the person dissociated as a 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 partner or another person dissociated as a partner is liable for the obligation, to the partner or other person for any damage caused to the partner or other person arising from the liability.
Cross References.
Section 8472 is referred to in section 8471 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8473 - Liability of person dissociated as partner to other persons

§ 8473. Liability of person dissociated as partner to other persons.
(a) General rule.--
Except as provided in subsection (b), a person dissociated as a partner is not liable for a partnership obligation incurred after dissociation.
(b) Exception.--
A person that is dissociated as a partner is liable on a transaction entered into by the partnership after the dissociation only if:
(1) a partner would be liable on the transaction; 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 have knowledge or notice of the dissociation and reasonably believes that the person is a partner.
(c) Constructive release by creditor.--
A person dissociated as a partner is released from liability for a debt, obligation or other liability of the partnership if the partnership's creditor, with knowledge or notice of the person's dissociation but 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 partner.
Cross References.
Section 8473 is referred to in sections 8242, 8244, 8486 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8474 - Certificate of dissociation

§ 8474. Certificate of dissociation.
(a) Right to file certificate.--
A person dissociated as a partner or the partnership may deliver to the department for filing a certificate of dissociation stating:
(1) the name of the partnership;
(2) if the partnership is a 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; and
(3) the name of the person and that the person has dissociated from the partnership.
(b) Effect of certificate.--
A certificate of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of section 8433 (relating to certificate of partnership authority).
(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 8413(d)(2) (relating to knowledge and notice).
Section 8418 (relating to signing of filed documents).
Cross References.
Section 8474 is referred to in section 8413 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8475 - Continued use of partnership name

§ 8475. Continued use of partnership name.
Continued use of a partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the business does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the business.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8481 - Events causing dissolution

§ 8481. Events causing dissolution.
(a) General rule.--
A partnership is dissolved, and its business shall be wound up, upon the occurrence of any of the following:
(1) In a partnership at will, the partnership knows or has notice of a person's express will to withdraw as a partner, other than a partner that has dissociated under section 8461(2), (3), (4), (5), (6), (7), (8), (9) or (10) (relating to events causing dissociation), except that, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on the later date.
(2) In a partnership for a definite term or particular undertaking:
(i) within 90 days after a person's dissociation by death or otherwise under section 8461(6), (7), (8), (9) or (10) or wrongful dissociation under section 8462(b) (relating to power to dissociate as partner and wrongful dissociation), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership business, for which purpose a person's rightful dissociation under section 8462(b)(2)(i) constitutes that partner's consent to wind up the partnership business;
(ii) the affirmative vote or consent of all the partners to wind up the partnership business; or
(iii) the expiration of the term or the completion of the undertaking.
(3) An event or circumstance that the partnership agreement states causes dissolution.
(4) On application by a partner, the entry by the court of an order dissolving the partnership on the grounds that:
(i) the conduct of all or substantially all the partnership's business is unlawful;
(ii) the economic purpose of the partnership is likely to be unreasonably frustrated;
(iii) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
(iv) it is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement.
(5) On application by a transferee, the entry by the court of an order dissolving the partnership on the grounds that it is equitable to wind up the partnership business:
(i) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(ii) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
(6) The passage of 90 consecutive days during which the partnership does not have at least two partners.
(b) Cross reference.--
See section 8415(c)(15) (relating to contents of partnership agreement).
Cross References.
Section 8481 is referred to in sections 8415, 8453, 8471 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8484 - Power to bind partnership after dissolution

§ 8484. Power to bind partnership after dissolution.
(a) Power of partner.--
A partnership is bound by a partner's act after dissolution which:
(1) is appropriate for winding up the partnership business; or
(2) would have bound the partnership under section 8431 (relating to partner agent of 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 partner.--
A person dissociated as a partner binds a 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 partner; and
(2) the act:
(i) is appropriate for winding up the partnership's business; or
(ii) would have bound the partnership under section 8431 before dissolution and the other party does not know or have notice of the dissolution at the time the other party enters into the transaction.
Cross References.
Section 8484 is referred to in sections 8482, 8485 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8485 - Liability after dissolution

§ 8485. Liability after dissolution.
(a) Liability of partner.--
If a partner having knowledge of the dissolution causes a partnership to incur an obligation under section 8484(a)(2) (relating to power to bind partnership after dissolution) by an act that is not appropriate for winding up the partnership business, the partner is liable:
(1) to the partnership for any damage caused to the partnership arising from the obligation; and
(2) if another partner or person dissociated as a partner is liable for the obligation, to that other partner or person for any damage caused to that other partner or person arising from the liability.
(b) Liability of person dissociated as partner.--
Except as provided under subsection (c), if a person dissociated as a partner causes a partnership to incur an obligation under section 8484(b), the person is liable:
(1) to the partnership for any damage caused to the partnership arising from the obligation; and
(2) if a partner or another person dissociated as a partner is liable for the obligation, to the partner or other person for any damage caused to the partner or other person arising from the obligation.
(c) Exception in winding up.--
A person dissociated as a partner is not liable under subsection (b) if:
(1) section 8482(c) (relating to winding up and filing of certificates) permits the person to participate in winding up; and
(2) the act that causes the partnership to be bound under section 8484(b) is appropriate for winding up the partnership's business.
Cross References.
Section 8485 is referred to in sections 8242, 8244 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 85 - Limited Partnerships (Repealed) › Section 8501 - § 8510 - (Repealed)

2016 Repeal.
Chapter 85 (Subchapters A - L) 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 86 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 86 - Limited Partnerships › Section 8613 - Knowledge and notice

§ 8613. 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 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 (c) or (d).
(c) Effect of certificate.--
A certificate of limited partnership on file in the department is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as provided under subsection (d) and section 8201(g) (relating to scope), the certificate is not notice of any other fact.
(d) Constructive notice.--
A person not a partner is deemed to have notice of:
(1) another person's dissociation as a general partner 90 days after an amendment to the certificate of limited partnership which states that the other person has dissociated becomes effective or 90 days after a certificate of dissociation pertaining to the other person becomes effective, whichever occurs first;
(2) a limited partnership's:
(i) dissolution 90 days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved is effective;
(ii) termination 90 days after a certificate of termination under section 8682(e) (relating to winding up and filing of certificates) is effective; and
(iii) 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) Notification.--
Except as provided in 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.
(f) Effect of partner's knowledge or notice.--
A general partner's knowledge or notice of a fact relating to the limited 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 the general partner. A limited partner's knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 86 - Limited Partnerships › Section 8614 - Governing law

§ 8614. Governing law.
(a) General rule.--
The laws of this Commonwealth govern:
(1) the internal affairs of a limited partnership; and
(2) the liability of a partner as partner for the debts, obligations or other liabilities of a limited partnership.
(b) Cross reference.--
See section 8615(c)(6) (relating to contents of partnership agreement).
Cross References.
Section 8614 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 8616 - Application of partnership agreement

§ 8616. Application of partnership agreement.
(a) Partnership bound.--
A limited 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 limited 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 8621 (relating to formation of limited partnership and certificate of limited partnership).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 86 - Limited Partnerships › Section 8618 - Required information

§ 8618. Required information.
(a) General rule.--
A limited partnership shall maintain at its principal office the following information:
(1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.
(2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment or restatement has been signed.
(3) A copy of any filed certificate or statement of merger, interest exchange, conversion, division or domestication.
(4) A copy of the partnership's Federal, State and local income tax returns and reports, if any, for the three most recent years.
(5) A copy of any provisions of the partnership agreement in record form and any amendment made in record form to any partnership agreement.
(6) A copy of any financial statement of the partnership for the three most recent years.
(7) A copy of any record made by the partnership during the past three years of any consent given by or vote taken of any partner under this title or the partnership agreement.
(8) Unless contained in a provision of the partnership agreement in record form, a record stating:
(i) a description and statement of the agreed value of contributions other than money made and agreed to be made by each partner;
(ii) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(iii) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(iv) any events upon the happening of which the partnership is to be dissolved and its activities and affairs wound up.
(b) Cross reference.--
See section 8615 (relating to contents of partnership agreement).
Cross References.
Section 8618 is referred to in sections 8612, 8615 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 86 - Limited Partnerships › Section 8619 - Dual capacity

§ 8619. Dual capacity.
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties and obligations provided by this title and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this title and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this title and the partnership agreement for limited partners.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 86 - Limited Partnerships › Section 8621 - Formation of limited partnership and certificate of limited partnership

§ 8621. Formation of limited partnership and certificate of limited partnership.
(a) Formation.--
To form a limited partnership, a person must deliver a certificate of limited partnership to the department for filing.
(b) Required contents of certificate.--
A certificate of limited partnership must state:
(1) the name of the limited partnership, which must comply with Subchapter A of Chapter 2 (relating to names);
(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 partnership's registered office; and
(3) the name and address of each general partner.
(c) Optional contents of certificate.--
A certificate of limited partnership may contain statements as to matters other than those required under subsection (b), but may not vary or otherwise affect the provisions specified in section 8615(c) and (d) (relating to contents of partnership agreement) in a manner inconsistent with that section.
(d) Time of formation.--
A limited partnership is formed when:
(1) the certificate of limited partnership becomes effective;
(2) at least two persons have become partners;
(3) at least one person has become a general partner; and
(4) at least one person has become a limited partner.
(e) Cross references.--
See:
Section 134 (relating to docketing statement).
Section 135 (relating to requirements to be met by filed documents).
Section 136(c) (relating to processing of documents by Department of State).
Section 8620 (relating to characteristics of limited partnership).
Section 8623 (relating to signing of filed documents).
Cross References.
Section 8621 is referred to in sections 8612, 8616 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 86 - Limited Partnerships › Section 8622 - Amendment or restatement of certificate of limited partnership

§ 8622. Amendment or restatement of certificate of limited partnership.
(a) General rule.--
A certificate of limited partnership may be amended or restated at any time.
(b) Required contents of certificate of amendment.--
To amend its certificate of limited partnership, a limited partnership must deliver to the department for filing a certificate of amendment that states:
(1) the name of the partnership;
(2) the date of filing of its initial certificate;
(3) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office; and
(4) the amendment.
(c) Restatement.--
To restate its certificate of limited partnership, a limited partnership must deliver to the department for filing a certificate of amendment that:
(1) is designated as a restatement; and
(2) includes a statement that the restated certificate supersedes the original certificate and all amendments.
(d) Required amendments.--
A limited partnership shall promptly deliver to the department for filing an amendment to its certificate of limited partnership to reflect:
(1) the admission of a new general partner;
(2) the dissociation of a person as a general partner; or
(3) the appointment of a person to wind up the partnership's activities and affairs under section 8682(c) or (d) (relating to winding up and filing of certificates).
(e) Obligation to correct.--
If a general partner knows that any information in a filed certificate of limited partnership is inaccurate, the general partner shall promptly:
(1) cause the certificate to be amended; or
(2) if appropriate, deliver to the department for filing:
(i) a certificate of change of registered office under section 8625 (relating to registered office);
(ii) a statement of correction under section 138 (relating to statement of correction); or
(iii) a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness).
(f) Amendment of voting provisions.--
Except as provided in the certificate of limited partnership, whenever the certificate requires for the taking of any action by the partners or a class of partners a specific number or percentage of votes or consents, the provision of the certificate setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes or consents of the partners or of the class of partners.
(g) Cross references.--
See:
Section 134 (relating to docketing statement).
Section 135 (relating to requirements to be met by filed documents).
Section 136(c) (relating to processing of documents by Department of State).
Section 8623 (relating to signing of filed documents).
Cross References.
Section 8622 is referred to in section 8624 of this title.