15 Pennsylvania Consolidated Statutes Chapter 89 - Limited Liability Companies

• Chapter Notes

Subchapter A.  Preliminary Provisions

• Section 8901 - Short Title Of Chapter
  This chapter shall be known and may be cited as the Limited Liability Company Law of 1994.
• Section 8902 - Legislative Intent
  It is the intent of the General Assembly in enacting this chapter that the legal existence of limited liability companies organized in this Commonwealth...
• Section 8903 - Definitions And Index Of Definitions
  (a) Definitions.--The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context...
• Section 8904 - Rules For Cases Not Provided For In This Chapter
  (a) General rule.--Unless otherwise provided in the certificate of organization, in any case not provided for in this chapter: (1) If the certificate of...
• Section 8905 - Name (Repealed)
  § 8905. Name (Repealed). 2014 Repeal. Section 8905 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
• Section 8906 - Registered Office
  (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...
• Section 8907 - Execution Of Documents
  (a) General rule.--Any document filed in the Department of State under this title by a domestic or foreign limited liability company subject to this...
• Section 8908 - Election Of Professional Association To Become Limited Liability Company (Repealed)
  § 8908. Election of professional association to become limited liability company (Repealed). 2014 Repeal. Section 8908 was repealed October 22, 2014, P.L.2640, No.172, effective...

Subchapter B.  Organization

• Section 8911 - Purposes
  (a) General rule.--Limited liability companies may be organized under this chapter for any lawful purpose, except for the purpose of insurance. Unless otherwise restricted...
• Section 8912 - Organization
  One or more persons may organize a limited liability company under the provisions of this chapter. The person or persons need not be members...
• Section 8913 - Certificate Of Organization
  The certificate of organization shall be signed by each of the organizers and shall set forth in the English language: (1) The name of...
• Section 8914 - Filing Of Certificate Of Organization
  (a) General rule.--The certificate of organization shall be filed in the Department of State. (b) Effective date of organization.--A limited liability company is organized...
• Section 8915 - Modification By Agreement
  The provisions of this chapter are intended to permit a limited liability company to qualify for taxation as an entity that is not an...
• Section 8916 - Operating Agreement
  (a) General rule.--The operating agreement of a limited liability company need not be in writing except where this chapter refers to a written provision...

Subchapter C.  Powers, Duties and Safeguards

• Section 8921 - Powers And Capacity
  (a) General rule.--Except as provided in section 103 (relating to subordination of title to regulatory laws), a limited liability company shall have the legal...
• Section 8922 - Liability Of Members
  (a) General rule.--Except as provided in subsection (e), the members of a limited liability company shall not be liable, solely by reason of being...
• Section 8923 - Property
  (a) General rule.--Property transferred to or otherwise acquired by a limited liability company becomes property of the company. A member has no interest in...
• Section 8924 - Limited Transferability Of Membership Interest
  (a) General rule.--The interest of a member in a limited liability company constitutes the personal estate of the member and may be transferred or...
• Section 8925 - Taxation Of Limited Liability Companies
  (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,...
• Section 8926 - Certain Specifically Authorized Debt Terms
  A limited liability company shall be subject to section 1510 (relating to certain specifically authorized debt terms) to the same extent as if it...

Subchapter D.  Financial Provisions

• Section 8931 - Contributions To Capital
  (a) General rule.--An interest in a limited liability company may be issued in exchange for cash, tangible or intangible property, services rendered or a...
• Section 8932 - Distributions And Allocation Of Profits And Losses
  A limited liability company may from time to time make distributions and allocate the profits and losses of its business to the members of...
• Section 8933 - Distributions Upon An Event Of Dissociation
  Upon the occurrence of an event of dissociation which does not result in the dissolution of the limited liability company, a dissociating member is...
• Section 8934 - Distributions In Kind
  (a) No right to distribution in kind.--A member, regardless of the nature of the contribution of the member, has no right to demand and...
• Section 8935 - Right To Distribution
  At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available...

Subchapter E.  Management and Members

• Section 8941 - Management
  (a) General rule.--Except as provided in subsection (b), management of the business and affairs of a limited liability company shall be vested in its...
• Section 8942 - Voting
  (a) General rule.--Subject to subsection (b), the affirmative vote or consent of a majority of the members or managers of a limited liability company...
• Section 8943 - Duties Of Managers And Members
  (a) Companies without managers.--If the certificate of organization does not provide that the limited liability company shall be managed by managers, every member must...
• Section 8944 - Members
  (a) General rule.--A limited liability company may have one or more members. (b) Classes of members.--An operating agreement may provide for: (1) classes or...
• Section 8945 - Indemnification
  (a) General rule.--Subject to such standards and restrictions, if any, as are set forth in the operating agreement, a limited liability company may and...
• Section 8946 - Transactions By Member Or Manager
  (a) General rule.--A member or manager may be an employee or other representative of and engage in transactions with a limited liability company to...
• Section 8947 - Resignation Of Manager
  A manager of a limited liability company may resign at any time, but if the resignation violates the operating agreement, the company may recover...
• Section 8948 - Limitation On Dissociation Or Assignment Of Membership Interest
  Notwithstanding anything to the contrary set forth in this part, an operating agreement may provide that a member may not voluntarily dissociate from the...

Subchapter F.  Amendment of Certificate

• Section 8951 - Amendment Of Certificate Of Organization
  (a) General rule.--The certificate of organization is amended by filing a certificate of amendment thereto in the Department of State. The certificate of amendment...

Subchapter G.  Mergers and Consolidations (Repealed)

• Section 8956 - § 8959 - (Repealed)
  2014 Repeal. Subchapter G (§§ 8956 - 8959) was added December 7, 1994, P.L.703, No.106, and repealed October 22, 2014, P.L.2640, No.172, effective July...

Subchapter H.  Division (Repealed)

• Section 8961 - § 8965 - (Repealed)
  2014 Repeal. Subchapter H (§§ 8961 - 8965) was added December 7, 1994, P.L.703, No.106, and repealed October 22, 2014, P.L.2640, No.172, effective July...

Subchapter I.  Dissolution

• Section 8971 - Dissolution
  (a) General rule.--A limited liability company is dissolved and its affairs shall be wound up upon the happening of the first to occur of...
• Section 8972 - Judicial Dissolution
  On application by or for a member, the court may order dissolution of a limited liability company whenever it is not reasonably practicable to...
• Section 8973 - Winding Up
  (a) General rule.--Except as provided in subsection (b) and unless otherwise provided in the operating agreement, the affairs of a limited liability company shall...
• Section 8974 - Distribution Of Assets Upon Dissolution
  (a) General rule.--In settling accounts after dissolution, the liabilities of the limited liability company shall be entitled to payment in the following order: (1)...
• Section 8975 - Certificate Of Dissolution
  (a) General rule.--When all debts, liabilities and obligations of the limited liability company have been paid and discharged or adequate provision has been made...
• Section 8976 - Effect Of Filing Certificate Of Dissolution
  (a) General rule.--Upon the filing of a certificate of dissolution, the existence of the limited liability company shall cease, except for the purpose of...
• Section 8977 - Survival Of Remedies And Rights After Dissolution
  (a) General rule.--The dissolution of a limited liability company shall not eliminate or impair any remedy available to or against the company or its...
• Section 8978 - Dissolution By Domestication (Repealed)
  § 8978. Dissolution by domestication (Repealed). 2014 Repeal. Section 8978 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

Subchapter J.  Foreign Companies (Repealed)

• Section 8981 - § 8982 - (Repealed)
  2014 Repeal. Subchapter J (§§ 8981 - 8982) was added December 7, 1994, P.L.703, No.106, and repealed October 22, 2014, P.L.2640, No.172, effective July...

Subchapter K.  Actions

• Section 8991 - Parties To Actions
  (a) General rule.--Suit may be brought by or against a limited liability company in its own name. (b) Members as parties.--A member of a...
• Section 8992 - Authority To Sue
  Suit on behalf of a limited liability company may be brought in the name of the company by: (1) Any member of the company,...
• Section 8993 - Effect Of Lack Of Authority To Sue
  The lack of authority of a member or manager to sue on behalf of a limited liability company may not be asserted as a...

Subchapter L.  Restricted Professional Companies

• Section 8995 - Application And Effect Of Subchapter
  (a) General rule.--This subchapter shall be applicable to a limited liability company that is a restricted professional company. (b) Application to limited liability companies...
• Section 8996 - Restrictions
  (a) Purposes of restricted professional companies.--A restricted professional company shall not engage in any business other than conducting the practice of the restricted professional...
• Section 8997 - Taxation Of Restricted Professional Companies
  (a) General rule.--Except as provided in subsection (b) and in section 8925(b) (relating to taxation of limited liability companies), for the purposes of the...
• Section 8998 - Annual Registration
  (a) General rule.--Every domestic restricted professional company in existence on December 31 of any year and every qualified foreign restricted professional company that is...

Last modified: October 8, 2016