15 Pennsylvania Consolidated Statutes Chapter 85 - Limited Partnerships

• Chapter Notes

Subchapter A.  Preliminary Provisions

• Section 8501 - Short Title Of Chapter
  This chapter shall be known and may be cited as the Pennsylvania Revised Uniform Limited Partnership Act.
• Section 8502 - Applicability Of Chapter To Existing Limited Partnerships
  (a) General rule.--Limited partnerships formed under the former provisions of the following statutes shall be governed by this chapter: (1) Act of March 21,...
• Section 8503 - 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 8504 - Rules For Cases Not Provided For In This Chapter
  In any case not provided for in this chapter, the provisions of Chapters 81 (relating to general provisions) and 83 (relating to general partnerships)
• Section 8505 - Name (Repealed)
  § 8505. Name (Repealed). 2014 Repeal. Section 8505 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
• Section 8506 - Registered Office
  (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...
• Section 8507 - Records To Be Kept
  (a) General rule.--Each limited partnership shall keep at the registered office of the limited partnership in this Commonwealth or at its principal place of...
• Section 8508 - Business That May Be Carried On
  A limited partnership may carry on any business that a partnership without limited partners may carry on.
• Section 8509 - Business Transactions Of Partner With Limited Partnership
  Except as otherwise provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor or endorser...
• Section 8510 - Indemnification
  (a) General rule.--Subject to such standards and restrictions, if any, as are set forth in the partnership agreement, a limited partnership may, and shall...

Subchapter B.  Formation

• Section 8511 - Certificate Of Limited Partnership
  (a) General rule.--In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the Department of State....
• Section 8512 - Amendment Of Certificate
  (a) General rule.--A certificate of limited partnership is amended by filing a certificate of amendment thereto and, if required by section 8519 (relating to...
• Section 8513 - Cancellation Of Certificate
  (a) General rule.--A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the limited partnership or...
• Section 8514 - Execution Of Certificates
  (a) General rule.--Each certificate or other document required or permitted by this chapter to be delivered to the Department of State for filing shall...
• Section 8515 - Execution By Judicial Act
  (a) General rule.--If a person required by this chapter to execute any certificate fails or refuses to do so, any other person who is...
• Section 8516 - Liability For False Statement In Certificate
  (a) General rule.--If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement or fails to state a...
• Section 8517 - Notice
  The fact that a certificate of limited partnership is on file in the Department of State is not notice of any fact other than:...
• Section 8518 - Delivery Of Filed Documents To Limited Partners
  Upon the return by the Department of State pursuant to section 136 (relating to processing of documents by Department of State) of a certificate...
• Section 8519 - Filing Of Certificate Of Summary Of Record By Limited Partnerships Formed Prior To 1976
  (a) General rule.--Where any of the organic documents of a limited partnership are not on file in the Department of State or there is...
• Section 8520 - Partnership Agreement
  (a) Admission of limited partners.--A partnership agreement may provide in writing that a person shall be admitted as a limited partner, or shall become...

Subchapter C.  Limited Partners

• Section 8521 - Admission Of Limited Partners
  (a) Date of admission.--A person becomes a limited partner on the later of: (1) the date the limited partnership is formed; or (2) the...
• Section 8522 - Classes Of Limited Partners
  (a) General rule.--A partnership agreement may provide for: (1) classes or groups of limited partners having such relative rights, powers and duties as the...
• Section 8523 - Liability Of Limited Partners To Third Parties
  (a) General rule.--A limited partner is not liable, solely by reason of being a limited partner, under an order of a court or in...
• Section 8524 - Person Erroneously Believing Himself Limited Partner
  (a) General rule.--Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith...
• Section 8525 - Information
  (a) General rule.--Each limited partner has the right, subject to such reasonable standards (including, without limitation, standards governing what information and documents are to...

Subchapter D.  General Partners

• Section 8531 - Admission Of Additional General Partners
  (a) General rule.--After the filing of the original certificate of limited partnership, additional general partners may be admitted as provided in writing in the...
• Section 8532 - Events Of Withdrawal
  (a) General rule.--A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1)...
• Section 8533 - General Powers And Liabilities Of General Partners
  (a) Powers of a general partner.--Except as otherwise provided in this chapter or in the partnership agreement, a general partner of a limited partnership...
• Section 8534 - Contributions By A General Partner
  A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions...
• Section 8535 - Classes Of General Partners
  (a) General rule.--A partnership agreement may provide for: (1) classes or groups of general partners having such relative rights, powers and duties as the...

Subchapter E.  Finance

• Section 8541 - Form Of Contribution
  The contribution of a partner may be in cash, tangible or intangible property, services rendered or a promissory note or other obligation to contribute...
• Section 8542 - Liability For Contributions
  (a) General rule.--A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed...
• Section 8543 - Sharing Of Profits And Losses
  The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in...
• Section 8544 - Sharing Of Distributions
  Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner...

Subchapter F.  Merger and Consolidation (Repealed)

• Section 8545 - § 8549 - (Repealed)
  2014 Repeal. Subchapter F (§§ 8545 - 8549) was added December 21, 1988, P.L.1444, No.177, and repealed October 22, 2014, P.L.2640, No.172, effective July...

Subchapter G.  Distributions and Withdrawal

• Section 8551 - Interim Distributions
  Except as provided in this subchapter, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership...
• Section 8552 - Voluntary Withdrawal Of General Partner
  (a) General rule.--A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but, if...
• Section 8553 - Voluntary Withdrawal Of Limited Partner
  (a) General rule.--A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing...
• Section 8554 - Distribution Upon Withdrawal
  Except as provided in this subchapter, upon withdrawal, any withdrawing partner is entitled to receive any distribution to which he is entitled under the...
• Section 8555 - Distribution In Kind
  Except as otherwise provided in writing in the partnership agreement, a partner does not have the right to demand and receive any distribution from...
• Section 8556 - Right To Distribution
  (a) General rule.--Except as otherwise provided in the partnership agreement, at the time a partner becomes entitled to receive a distribution, he has the...
• Section 8557 - Distributions And Allocation Of Profits And Losses
  A limited partnership may from time to time make distributions and allocate the profits and losses of its business to the partners upon the...
• Section 8558 - Liability Upon Return Of Contribution
  (a) General rule.--If a general partner has received the return of any part of his contribution without violation of the partnership agreement or this...

Subchapter H.  Assignment of Partnership Interests

• Section 8561 - Nature Of Partnership Interest
  A partnership interest is personal property.
• Section 8562 - Assignment Of Partnership Interest
  (a) General rule.--Except as otherwise provided in the partnership agreement: (1) a partnership interest is assignable in whole or in part; (2) an assignment...
• Section 8563 - Rights Of Creditor
  On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the...
• Section 8564 - Right Of Assignee To Become Limited Partner
  (a) General rule.--An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner: (1) if and to...
• Section 8565 - Power Of Estate Of Deceased Or Incompetent Partner
  (a) General rule.--If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his...

Subchapter I.  Dissolution

• Section 8571 - Nonjudicial Dissolution
  (a) General rule.--A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the...
• Section 8572 - Judicial Dissolution
  On application by or for a partner, the court may order dissolution of a limited partnership whenever it is not reasonably practicable to carry...
• Section 8573 - Winding Up
  Except as otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited...
• Section 8574 - Distribution Of Assets
  (a) General rule.--Upon the winding up of a limited partnership, the assets shall be distributed in the following order: (1) To creditors, including partners...
• Section 8575 - Survival Of Remedies And Rights After Dissolution
  (a) General rule.--The dissolution of a limited partnership shall not eliminate or impair any remedy available to or against the limited partnership or its...

Subchapter J.  Division (Repealed)

• Section 8576 - § 8580 - (Repealed)
  2014 Repeal. Subchapter J (§§ 8576 - 8580) was added December 7, 1994, P.L.703, No.106, and repealed October 22, 2014, P.L.2640, No.172, effective July...

Subchapter K.  Foreign Limited Partnerships (Repealed)

• Section 8581 - § 8590 - (Repealed)
  2014 Repeal. Subchapter K (§§ 8581 - 8590) was relettered from Subchapter J December 7, 1994, P.L.703, No.106, and repealed October 22, 2014, P.L.2640,...

Subchapter L.  Derivative Actions

• Section 8591 - Right Of Action
  A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners...
• Section 8592 - Proper Plaintiff
  (a) General rule.--In a derivative action under this subchapter, the plaintiff must be a partner at the time of bringing the action and: (1)...
• Section 8593 - Pleading
  Except as otherwise prescribed by general rule, in a derivative action under this subchapter, the complaint shall set forth with particularity the effort of...
• Section 8594 - Expenses
  (a) General rule.--Except as otherwise prescribed by general rule, if a derivative action under this subchapter is successful, in whole or in part, or...

Last modified: October 8, 2016