15 Pennsylvania Consolidated Statutes § 8911 - Purposes

§ 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 in its certificate of organization, every limited liability company has as its purpose the engaging in all lawful business for which limited liability companies may be organized under this chapter. Nothing in this section shall prohibit the following:

(1) A banking institution organized under this chapter or a limited liability company organized by one or more banking institutions, savings associations or credit unions from engaging in the marketing and sale of title insurance.

(2) The organization of an insurance agency licensed in this Commonwealth as a limited liability company.

(3) A limited liability company organized by one or more corporations for the sole purpose of operating a health maintenance organization.

(b) Effect of limitation.--A limitation upon the business, purposes or powers of a limited liability company, expressed or implied in its certificate of organization or operating agreement or implied by law, shall not be asserted in order to defend any action at law or in equity between the company and a third person, or between a member and a third person, involving any contract to which the company is a party or any right of property or any alleged liability of whatever nature, but the limitation may be asserted:

(1) In an action by a member against the company to enjoin the doing of unauthorized acts or the transaction or continuation of unauthorized business. If the unauthorized acts or business sought to be enjoined are being transacted pursuant to any contract to which the company is a party, the court may, if all of the parties to the contract are parties to the action and if it deems the result to be equitable, set aside and enjoin the performance of the contract and in so doing shall allow to the company or to the other parties to the contract, as the case may be, such compensation as may be appropriate for the loss or damage sustained by any of them from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.

(2) In any action by or in the right of the company to procure a judgment in its favor against an incumbent or former member or manager of the company for loss or damage due to his unauthorized acts.

(3) In a proceeding by the Commonwealth to enjoin the company from the doing of unauthorized or unlawful business.

(c) Conveyance of property by or to a company.--A conveyance or transfer by or to a limited liability company of property, real or personal, of any kind or description shall not be invalid or fail because in making the conveyance or transfer or in acquiring the property, real or personal, any representative of the company acting within the scope of the actual or apparent authority given to him by the company has exceeded any of the purposes or powers of the company.

(d) Cross references.--See sections 8102 (relating to interchangeability of partnership, limited liability company and corporate forms of organization) and 8996(a) (relating to purposes of restricted professional companies).

(Dec. 3, 1998, P.L.944, No.124, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days; July 2, 2014, P.L.875, No.97, eff. 60 days)

2014 Amendment. Act 97 added subsec. (a)(3).

2013 Amendment. Act 67 amended subsec. (a) intro. par. and (1).

1998 Amendment. Act 124 amended subsec. (a).

Cross References. Section 8911 is referred to in section 8102 of this title.

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Last modified: October 8, 2016