Title 15, CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

(a) Scope of operating agreement.--Except as provided under subsections (c) and (d), the operating agreement governs: (1) relations among the members as members and between the members and the limited liability company; (2) the rights and duties under this title of a person in th…

(a) Company bound.--A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the agreement. (b) Deemed assent.--A person that becomes a member of a limited liability company is deemed to assent to …

(a) Approval of amendments.--An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or sati…

(a) Separate entity.--A limited liability company is an entity distinct from its member or members. (b) Purpose.--A limited liability company may have any lawful purpose other than acting as an insurer, regardless of whether the purpose is for profit. Nothing under this section s…

(a) General rule.--A limited liability company has the power to do all things necessary or convenient to carry on its activities and affairs. (b) Capacity to sue and be sued.--A limited liability company has the capacity to sue and be sued in its own name. (c) Certain specificall…

(a) Formation.--One or more associations or individuals 18 years of age or older may act as organizers to form a limited liability company by delivering to the department for filing a certificate of organization. (b) Required contents of certificate.--A certificate of organizatio…

(a) General rule.--A certificate of organization may be amended or restated at any time. (b) Required contents of certificate of amendment.--To amend its certificate of organization, a limited liability company must deliver to the department for filing a certificate of amendment …

(a) Required signatures.--Except as provided in this title, a document delivered to the department for filing under this title relating to a limited liability company must be signed as follows: (1) Except as provided in paragraphs (2) and (3), a document signed on behalf of a lim…

(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 o…

(a) General rule.--Every limited liability company shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same as its place of business. (b) Change of registered office.--After organization, a change in the location of the re…

(a) No agency power of member as member.--A member is not an agent of a limited liability company solely by reason of being a member. (b) Agency power of manager.--If the certificate of organization states that the company is manager managed, the act of a manager for apparently c…

(a) General rule.--A limited liability company may deliver to the department for filing a certificate of authority signed by the company. The certificate: (1) must include the name of the company and, subject to section 109 (relating to name of commercial registered office provid…

(a) General rule.--A person named in a filed certificate of authority granting that person authority may deliver to the department for filing a certificate of denial that: (1) states: (i) the name of the limited liability company; (ii) subject to section 109 (relating to name of …

(a) General rule.--A debt, obligation or other liability of a limited liability company is solely the debt, obligation or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligat…

(a) General rule.--For the purposes of the imposition by the Commonwealth of any tax or license fee on or with respect to any income, property, privilege, transaction, subject or occupation, other than the corporate net income tax, capital stock and foreign franchise tax and pers…

(a) Single initial member.--If a limited liability company is initially to have only one member, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If the initial member …

A contribution may consist of: (1) property transferred to, services performed for or another benefit provided to the limited liability company; (2) an agreement to transfer property to, perform services for or provide another benefit to the company; or (3) any combination of ite…

(a) Obligation not excused.--A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, termination or other inability to perform personally. (b) Substitute payment.--If a person does not fulfill an obligation to …

(a) General rule.--Any distribution made by a limited liability company before its dissolution and winding up shall be in equal shares among members and persons dissociated as members, except as provided in section 8852(b) (relating to transfer of transferable interest) or to the…

(a) General rule.--A limited liability company may not make a distribution, including a distribution under section 8877 (relating to disposition of assets in winding up), if after the distribution: (1) the company would not be able to pay its debts as they become due in the ordin…

(a) General rule.--Except as provided in subsection (b), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 8845 (relating to limitations on distributions) and…

(a) Determination of management of company.--A limited liability company is a member-managed limited liability company unless the operating agreement: (1) expressly provides that: (i) the company is or will be manager managed; (ii) the company is or will be managed by managers; o…

(a) Reimbursement.--A limited liability company shall reimburse a member of a member-managed company or manager of a manager-managed company for any payment made by the member or in the course of the member's or manager's activities on behalf of the company, if the member or mana…

(a) General rule.--A member of a member-managed limited liability company owes to the company and, subject to section 8881(b) (relating to direct action by member), the other members the duties of loyalty and care stated under subsections (b) and (c). (b) Duty of loyalty.--The fi…

(a) General rule.--A manager of a manager-managed limited liability company owes to the company and, subject to section 8881(b) (relating to direct action by member), the members the duties of loyalty and care stated under subsections (b) and (c). (b) Duty of loyalty.--The fiduci…

(a) In member-managed company.--In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company…

(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 member any rights in a limited liability company other than a transferable interest.

(a) General rule.--Subject to section 8853(f) (relating to charging order), 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 member or a dissolution and winding up of the limited …

(a) General rule.--On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Except as provided in subsection (f), a charging order const…

If a member dies, the deceased member's personal representative may exercise: (1) the rights of a transferee provided in section 8852(c) (relating to transfer of transferable interest); and (2) for the purposes of settling the estate, the rights the deceased member had under sect…

A person is dissociated as a member when any of the following occurs: (1) The limited liability company knows or has notice of the person's express will to withdraw as a member, except that if the person specified a withdrawal date later than the date the company knew or had noti…

(a) Power to dissociate.--A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 8861(1) (relating to events causing dissociation). (b) Wrongful dissociation.--A person's dissociation as a m…

(a) General rule.--If a person is dissociated as a member: (1) the person's rights as a member terminate; (2) if the company is member-managed, the person's duties and obligations under section 8849.1 (relating to standards of conduct for members) as a member end with regard to m…

(a) General rule.--A limited liability company is dissolved, and its activities and affairs shall be wound up, upon the occurrence of any of the following: (1) An event or circumstance that the operating agreement states causes dissolution. (2) The consent of all the members. (3)…

(a) General rule.--A dissolved limited liability company shall wind up its activities and affairs, and the company continues after dissolution only for the purpose of winding up. (b) Conduct of winding up.--In winding up its activities and affairs, a limited liability company: (1…

(a) General rule.--Except as provided in subsection (d), a dissolved limited liability company may give notice of a known claim under subsection (b), which has the effect provided in subsection (c). (b) Required notice.--A dissolved limited liability company may notify in record …

(a) Permissive notice.--A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) Notice procedure.--A notice under subsection (a) must: (1) be officially pu…

(a) Determination of security.--A dissolved limited liability company that has officially published a notice under section 8875 (relating to other claims against dissolved limited liability company) may file an application with the court for a determination of the amount and form…

(a) Creditors.--In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (b) Surplus.--After a limited liability company complies with subsection (a), any surplus …

(a) General rule.--The members or organizers of a limited liability company that has never transacted business or held assets other than money received as capital contributions may effect the termination of the company by delivering to the department for filing a certificate of t…

(a) General rule.--Subject to subsection (b), a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement o…

(a) General rule.--Subject to section 8883 (relating to eligible plaintiffs and security for costs) and subsection (b), a plaintiff may maintain a derivative action to enforce a right of a limited liability company only if: (1) The plaintiff first makes a demand on the company or…

(a) General rule.--Except as provided in subsection (b), in any action or proceeding brought by one or more members or managers of a limited liability company to enforce rights that the plaintiff claims could be, but have not been, asserted by the company, each plaintiff has stan…

(a) General rule.--If a limited liability company or its members or managers receive a demand to bring an action to enforce a right of the company, or if a derivative action is commenced before demand has been made on the company or its members or managers, the members in a membe…

(a) Proceeds.--Except as provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and (2) if the plaintiff or its counsel receives any pr…

(a) General rule.--This subchapter shall apply to all benefit companies. (b) Limited application of subchapter.--The existence of a provision of this subchapter shall not of itself create any implication that a contrary or different rule of law is or would be applicable to a limi…