Title 15, CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

(a) Scope of partnership agreement.--Except as provided in subsections (c) and (d), the partnership agreement governs: (1) relations among the partners as partners and between the partners and the partnership; (2) the rights and duties under this title of a person in the capacity…

(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) Pre…

(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 sat…

(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 mu…

(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.--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).

(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 s…

Property owned by a partnership is partnership property and is not owned by the partners individually.

(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 partners…

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 si…

(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 transf…

(a) General rule.--A partnership may deliver to the department for filing a certificate of partnership authority. The certificate: (1) must include the name of the partnership and: (i) if the partnership is not a registered foreign limited liability partnership, the street and ma…

(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 lia…

(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 authori…

(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 …

(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 separ…

(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 t…

(a) Distributions.--Each partner is entitled to share in distributions as provided in section 8445 (relating to sharing of and right to distribution before dissolution). (b) Reimbursement.--A partnership shall reimburse a partner for: (1) Any payment made by the partner in the co…

(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 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 …

(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 contrib…

(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 …

(a) Location of records.--A partnership shall keep its books and records, if any, at its principal office. (b) Right to inspection.--On reasonable notice, a partner may inspect and copy during regular business hours, at a reasonable location specified by the partnership, any reco…

(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 truste…

(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…

(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 exp…

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.

(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.

(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 (relatin…

(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 …

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 secti…

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

(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…

(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) appli…

(a) Right to buyout.--If a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership business under section 8481 (relating to events causing dissolution), the partnership shall cause the person's interest in the partn…

(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 (rela…

(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 …

(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 …

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 conti…

(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 dis…

(a) General rule.--A dissolved partnership shall wind up its business and the partnership continues after dissolution only for the purpose of winding up. (b) Conduct of winding up.--In winding up its business, the partnership: (1) shall discharge the partnership's debts, obligati…

(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 th…

(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, th…

(a) Creditors.--In winding up its business, a partnership shall apply its assets, including the contributions required by this section, to discharge the partnership's obligations to creditors, including partners that are creditors. (b) Surplus.--After a partnership complies with …

(a) Short title.--This chapter may be cited as the Pennsylvania Uniform Limited Partnership Act of 2016. (b) Initial application.--Before April 1, 2017, this chapter governs only: (1) a limited partnership formed on or after February 21, 2017; and (2) except as provided under sub…

(a) General 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: "Certificate of limited partnership." The certificate required by section 8621 (relating to fo…