Title 15, CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

(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) 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 t…

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 par…

(a) Separate entity.--A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether: (1) its certificate of limited partnership states that the limited partnership is a limited liability limited partnership; or (2) i…

(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 comp…

(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 am…

(a) Required signatures.--Except as provided in this title, a document delivered to the department for filing under this title relating to a limited partnership must be signed as follows: (1) An initial certificate of limited partnership must be signed by all general partners lis…

(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 partnership shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same as its place of business. (b) Change of registered office.--After formation, a change in the location of the registered …

(a) Upon formation.--Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners. (b) After formation.--After formation, a person becomes a limited partner: (1) as provided in the partnership agreemen…

(a) General rule.--A limited partner is not an agent of a limited partnership solely by reason of being a limited partner. (b) Creation of partnership liability.--A person's status as a limited partner does not prevent or restrict law other than this chapter from imposing liabili…

A debt, obligation or other liability of a limited partnership is not the debt, obligation or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other liability o…

(a) Right to required information.--Within 10 days after receipt by a limited partnership of a demand made in record form, a limited partner may inspect and copy required information during regular business hours in the partnership's principal office. The limited partner need not…

(a) Good faith and fair dealing.--A limited partner shall discharge any duties to the limited partnership and the other partners under the partnership agreement and exercise any rights under this title or the partnership agreement consistently with the contractual obligation of g…

(a) Right to correct.--Except as provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reas…

(a) Admission on formation.--On formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners. (b) Admission after formation.--After formation of a limited partnership, a person becomes a general partner: (1…

(a) General rule.--Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a document in record form in the partnership's name, for apparently carrying on in the ordinary cou…

(a) General rule.--A limited partnership is liable for loss or injury caused to a person or for a penalty incurred as a result of a wrongful act, or other actionable conduct, of a general partner acting in the ordinary course of activities and affairs of the partnership or with t…

(a) General rule.--Except as provided under subsection (b) or section 8204 (relating to limitation on liability of partners), all general partners are liable jointly and severally for all debts, obligations and other liabilities of the limited partnership unless otherwise agreed …

(a) General partner as party.--To the extent not inconsistent with section 8644 (relating to general partner's liability), a general partner may be joined in an action against the limited partnership or named in a separate action. (b) Judgment against partnership only.--A judgmen…

(a) General rule.--Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as provided in this title, any matter relating to the activities and affairs of the partnership is decided exclusively by the general…

(a) Right to required information.--A general partner may inspect and copy required information during regular business hours in the limited partnership's principal office. (b) Right to other information.--On reasonable notice, a general partner may inspect and copy during regula…

(a) Reimbursement.--A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner's activities on behalf of the partnership, if the general partner complied with sections 8646 (relating to management right…

(a) General rule.--A general partner owes to the limited partnership and, subject to section 8691 (relating to direct action by partner), 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 …

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

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

(a) General rule.--Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners and persons dissociated as partners on the basis of the value, as stated in the required information when the limited partnership decides to m…

(a) General rule.--A limited partnership may not make a distribution, including a distribution under section 8690 (relating to disposition of assets in winding up and required contributions), if after the distribution: (1) the partnership would not be able to pay its debts as the…

(a) General rule.--If a general partner consents to a distribution made in violation of section 8654 (relating to limitations on distributions) and in consenting to the distribution fails to comply with section 8649 (relating to standards of conduct for general partners), the gen…

(a) No right to dissociate.--A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership. (b) Events causing dissociation.--A person is dissociated as a limited partner when any of the following apply: (1) T…

(a) General rule.--If a person is dissociated as a limited partner: (1) subject to section 8674 (relating to power of personal representative of deceased partner), the person does not have further rights as a limited partner; (2) the person's contractual obligation of good faith …

(a) General rule.--A person is dissociated as a general partner when any of the following occurs: (1) The limited partnership knows or has notice of the person's express will to withdraw as a general partner rightfully or wrongfully, except that, if the person has specified a wit…

(a) Power to dissociate.--A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under section 8663(a)(1) (relating to dissociation as general partner). (b) Wrongful dissociation.--A per…

(a) General rule.--If a person is dissociated as a general partner: (1) The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates. (2) The person's duties and obligations as a general partne…

(a) Power to bind.--After a person is dissociated as a general partner and before the limited partnership is merged or divided out of existence, converted or domesticated under Chapter 3 (relating to entity transactions) or dissolved, the partnership is bound by an act of the per…

(a) General rule.--A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a debt, obligation or other liability of the limited partnership incurred before dissociation. Except as provided in subsections (b) and (c…

(a) Personal property.--A transferable interest is personal property. (b) Only right that may be transferred.--A person may not transfer to a person not a partner any rights in a limited partnership other than a transferable interest.

(a) General rule.--A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2) does not by itself cause the dissociation of the transferor as a partner or a dissolution and winding up of the limited partnership's activities and affairs; and (3) subject to…

(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 personal representative of the deceased partner may exercise: (1) the rights of a transferee provided in section 8672(c) (relating to transfer of transferable interest); and (2) for the purposes of settling the estate, the rights of a current limited partne…

(a) General rule.--A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the partnership agreement states causes dissolution; (2) the affirmative vote or consent of: (i) …

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

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

(a) Power of general partner.--A limited partnership is bound by a general partner's act after dissolution which: (1) is appropriate for winding up the partnership's activities and affairs; or (2) would have bound the partnership under section 8642 (relating to general partner ag…

(a) Liability of general partner.--If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 8684(a) (relating to power to bind partnership after dissolution) by an act that is not appropriate for winding up the par…

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