Title 15, CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

(a) General rule.--Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership's activities and affairs, to enforce the partner's rights and protect the partner's interes…

(a) General rule.--Subject to section 8693 (relating to eligible partner plaintiffs and security for costs) and subsection (b), a plaintiff may maintain a derivative action to enforce a right of a limited partnership only if: (1) the plaintiff first makes a demand on the limited …

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

(a) General rule.--If a limited partnership or the general partners receive a demand to bring an action to enforce a right of the partnership, or if a derivative action is commenced before demand has been made on the partnership or the general partners, the general partners may a…

(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 partnership and not to the plaintiff; and (2) if the plaintiff or its counsel receives any proceeds…

(a) Application of chapter.--This chapter applies to a general or limited partnership formed under the laws of this Commonwealth that elects to be governed by this chapter. Any partnership that desires to elect to be governed by this chapter, or to amend or terminate the election…

The business and affairs of every electing partnership shall be managed by one-third or less, but not less than one, of the partners selected for that purpose in the manner provided by any agreement between the partners, and no other partner shall have a right to participate in t…

An electing partnership shall not be dissolved by the death, dissolution, insanity, retirement, resignation or expulsion of a partner or by the bankruptcy of a partner or the partnership. Changes in the composition of the partnership shall be evidenced by the prompt filing of a s…

The agreement between the partners of an electing partnership may provide that the property rights of a partner in the partnership shall be evidenced by shares of one or more classes or series. In that event, the transfer of all of the shares by a partner shall operate to termina…

(a) General rule.--The liability of a partner of an electing partnership for the debts and obligations of the partnership shall be satisfied out of partnership assets alone if the debt or obligation arises from a transaction or occurrence in which the person dealing with the part…

(a) General rule.--A person may be a partner in and an employee of the same electing partnership at the same time. (b) Effect.--A person who is a partner and also, at the same time, an employee shall in his capacity as an employee have such rights and duties with respect to the e…

(a) General rule.--The provisions of this chapter are intended to permit an electing partnership to qualify for taxation as an association under the United States Internal Revenue Code and to permit partners of an electing partnership to be employed by, and compensated as employe…

For the purposes of the imposition by the Commonwealth or any political subdivision of any tax or license fee on or with respect to any property, privilege, transaction, subject or occupation, a partnership as to which an election under this chapter is in effect shall be deemed t…

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

(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 organization." The certificate required by section 8821 (relating to formation…

(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) or law other than this chapter. (b) Notice.--A person has notice of a fact if the person has reason to know the fact from all the facts known to t…

(a) General rule.--The law of this Commonwealth governs: (1) the internal affairs of a limited liability company; and (2) the liability of a member as member and of a manager as manager for the debts, obligations or other liabilities of a limited liability company. (b) Cross refe…

(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…