15 Pa.C.S. Ch. 82

in effect

15 Pa.C.S. § 8201 Scope.

(a) Application of subchapter.--This subchapter applies to a general or limited partnership whose internal affairs are governed by or that is formed under the laws of this Commonwealth and that registers under this section. Any partnership that desires to register under this subchapter or to amend or terminate its registration shall deliver to the Department of State for filing a statement of registration, amendment or termination, as the case may be, which shall be signed by a general partner and shall set forth: (1) The name of the partnership. (2) Either: (i) the address of the principal place of business of the partnership, in the case of a general partnership; or (ii) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of the registered office of the partnership, in the case of a limited partnership. (3) A statement that the partnership registers under this subchapter or that the registration of the partnership under this subchapter shall be amended or terminated, as the case may be. If the statement relates to an amendment, the amendment shall restate in full the statement of registration. (4) A statement that: (i) the registration, amendment or termination has been authorized by at least a majority in interest of the partners; and (ii) in the case of a termination, the termination has also been authorized by all of the general partners. (b) Effect of filing.--Upon the filing of the statement of registration, amendment or termination in the department, the registration under this subchapter shall be effective, amended or terminated, as the case may be. The effectiveness, amendment or termination of the registration of a partnership under this subchapter shall not be deemed to cause a dissolution of the partnership. (c) Effect of registration.--As long as the registration under this subchapter is in effect, the partnership shall be governed by the provisions of this subchapter and, to the extent not inconsistent with this subchapter, Chapter 84 (relating to general partnerships) or 86 (relating to limited partnerships). Without limiting the generality of the foregoing, a domestic or foreign limited liability partnership or limited liability limited partnership shall be treated the same as if it were not registered under this subchapter for purposes of: (1) determining whether it is a permissible form of entity in which to conduct the practice of a profession; or (2) the imposition by the Commonwealth or any political subdivision of any tax or license fee on or with respect to any income, property, privilege, transaction, subject or occupation. (d) Continuation of registration.--If a limited liability partnership or limited liability limited partnership is dissolved and its business is continued without liquidation of the partnership affairs, the registration under this subchapter of the dissolved partnership shall continue to be applicable to the partnership continuing the business, and it shall not be necessary to make a new filing under this section until such time, if any, as the registration is to be amended or terminated. (e) Prohibited termination.--A registration under this subchapter may not be terminated while the partnership is a debtor in bankruptcy. See section 8221(f) (relating to annual registration). (f) Alternative procedure.--In lieu of filing a statement of registration as provided in subsection (a), a limited partnership may register as a limited liability limited partnership by including in its certificate of limited partnership, either originally or by amendment, the statements required by subsection (a)(3) and (4). To terminate its registration, a limited partnership that uses the procedure authorized by this subsection shall amend its certificate of limited partnership to delete the statements required by this subsection. (g) Constructive notice.--Registration under this section shall constitute constructive notice that the partnership is a limited liability partnership or limited liability limited partnership and that the partners are entitled to the protections from liability provided by this subchapter. (h) Approval of termination.--In addition to any required approvals under the partnership agreement, the termination of a statement of registration must be approved by the affirmative vote or consent of all the general partners. (i) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). (June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References. Section 8201 is referred to in sections 335, 336, 355, 356, 366, 367, 375, 376, 383, 8221, 8421, 8613, 8620 of this title.

15 Pa.C.S. § 8202 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: "Distribution." A direct or indirect transfer of money or other property or incurrence of indebtedness by a limited liability partnership to a person on account of a transferable interest or in a person's capacity as a partner. The term: (1) includes: (i) a redemption or other purchase by a partnership of a transferable interest; and (ii) a transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the partnership's business or to have access to records or other information concerning the partnership's business; and (2) does not include: (i) amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program; (ii) the making of, or payment or performance on, a guaranty or similar arrangement by a partnership for the benefit of any or all of its partners; (iii) a direct or indirect allocation or transfer effected under Chapter 3 (relating to entity transactions) with the approval of the partners; or (iv) a direct or indirect transfer of: (A) a governance or transferable interest; or (B) options, rights or warrants to acquire a governance or transferable interest. "Foreign registered limited liability partnership." (Deleted by amendment). "Partner." Includes a person who is or was a partner in a limited liability partnership or a general partner in a limited liability limited partnership at any time while the registration of the partnership under this subchapter is or was in effect. "Registered limited liability partnership" or "domestic registered limited liability partnership." (Deleted by amendment). (June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References. Section 8202 is referred to in section 8231 of this title.

15 Pa.C.S. § 8203 Name (Repealed).

2014 Repeal. Section 8203 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 8204 Limitation on liability of partners.

(a) General rule.--Except as provided in subsection (b), a partner in a limited liability partnership or limited liability limited partnership shall not be liable directly or indirectly, whether by way of indemnification, contribution or otherwise, under an order of court or in any other manner for any debts, obligations or other liabilities of, or chargeable to, the partnership, whether sounding in contract or tort or otherwise, that arise while the registration of the partnership under this subchapter is in effect. (b) Exceptions.-- (1) (Repealed). (2) Subsection (a) shall not affect the liability of a partner: (i) Individually for any negligent or wrongful acts or misconduct committed by the partner. (ii) For any debts, obligations or other liabilities of the partnership: (A) (Deleted by amendment) (B) as to which the partner has agreed in record form to be liable; or (C) that: (I) arose before February 21, 2017; and (II) did not arise from any negligent or wrongful acts or misconduct committed by a partner or other representative of the partnership. (iii) To the extent expressly undertaken in the partnership agreement or the certificate of limited partnership. (3) Subsection (a) shall not affect in any way: (i) the liability of the partnership itself for all its debts, obligations and other liabilities; (ii) the availability of the entire assets of the partnership to satisfy its debts, obligations and other liabilities; or (iii) any obligation undertaken by a partner in record form to individually indemnify another partner of the partnership or to individually contribute toward a liability of another partner. (c) Continuation of limited liability.--Neither the termination of the registration of a partnership under this subchapter nor the dissolution, winding up or termination of the partnership shall affect the limitation on the liability of a partner in the partnership under this section with respect to debts, obligations and other liabilities that arose while the registration under this subchapter was in effect. (d) Proper parties.--A partner in a limited liability partnership or limited liability limited partnership is not a proper party to an action or proceeding by or against the partnership, the object of which is to recover damages or enforce debts, obligations or other liabilities for which the partner is not liable. (e) Cross reference.--See section 103 (relating to subordination of title to regulatory laws). (June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References. Section 8204 is referred to in sections 8436, 8644 of this title.

15 Pa.C.S. § 8205 Liability of withdrawing partner (Repealed).

2016 Repeal. Section 8205 was repealed November 21, 2016, P.L.1328, No.170, effective in 90 days.

15 Pa.C.S. § 8206 Insurance (Repealed).

2001 Repeal. Section 8206 was repealed June 22, 2001, P.L.418, No.34, effective in 60 days.

15 Pa.C.S. § 8207 Extraterritorial application of subchapter.

(a) Legislative intent.--(Deleted by amendment). (b) Basis for determining liability of partners.--The liability of partners in a domestic limited liability partnership or domestic limited liability limited partnership shall at all times be determined under Chapters 84 (relating to general partnerships) and 86 (relating to limited partnerships) as modified by the provisions of this subchapter. (c) Conflict of laws.--The personal liability of a partner of a domestic limited liability partnership or domestic limited liability limited partnership to any person or in any action or proceeding for the debts, obligations or other liabilities of the partnership or for the acts or omissions of other partners or representatives of the partnership shall be governed solely and exclusively by the laws of this Commonwealth. Whenever a conflict arises between the laws of this Commonwealth and the laws of any other state with regard to the liability of partners of a domestic limited liability partnership or domestic limited liability limited partnership for the debts, obligations and other liabilities of the partnership or for the acts or omissions of the other partners or representatives of the partnership, the laws of this Commonwealth shall govern in determining such liability. (Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)

15 Pa.C.S. § 8221 Annual registration.

(a) General rule.--Every domestic limited liability partnership or limited liability limited partnership in existence on December 31 of any year and every foreign limited liability partnership or limited liability limited partnership that is registered to do business in this Commonwealth on December 31 of any year shall deliver to the Department of State for filing with respect to that year, and on or before April 15 of the following year, a certificate of annual registration on a form provided by the department, signed by a general partner and accompanied by the annual registration fee prescribed by subsection (b). The department shall not charge a fee other than the annual registration fee for filing the certificate of annual registration. (b) Annual registration fee.-- (1) The annual registration fee to be paid when filing a certificate of annual registration shall be equal to a base fee of $200 times the number of persons who were general partners of the partnership on December 31 of the year with respect to which the certificate of annual registration is being filed and who: (i) in the case of a natural person, had his principal residence on that date in this Commonwealth; or (ii) in the case of any other person, was incorporated or otherwise organized or existing on that date under the laws of this Commonwealth. (2) The base fee of $200 shall be increased on December 31, 1997, and December 31 of every third year thereafter by the percentage increase in the Consumer Price Index for Urban Workers during the most recent three calendar years for which that index is available on the date of adjustment. Each adjustment under this paragraph shall be rounded up to the nearest $10. (c) Notice of annual registration.--Not later than February 1 of each year, the department shall give notice to every partnership required to file a certificate of annual registration with respect to the preceding year of the requirement to file the certificate. The notice shall state the amount of the base fee payable under subsection (b)(1), as adjusted pursuant to subsection (b)(2), if applicable, and shall be accompanied by the form of certificate of annual registration to be filed. Failure by the department to give notice to any party, or failure by any party to receive notice, of the annual registration requirement shall not relieve the party of the obligation to file the certificate of annual registration. (d) Credit to Corporation Bureau Restricted Account.--The annual registration fee shall not be deemed to be an amount received by the department under Subchapter C of Chapter 1 for purposes of section 155 (relating to disposition of funds), except that $25 of the fee shall be credited to the Corporation Bureau Restricted Account. (e) Failure to file or pay annual fee.-- (1) Failure to file the certificate of annual registration required by this section for five consecutive years shall result in the automatic termination of: (i) the status of the limited liability partnership or limited liability limited partnership as such, if it is a domestic partnership; or (ii) the registration of the limited liability partnership or limited liability limited partnership, if it is a foreign partnership. (1.1) Any annual registration fee that is not paid when due shall be a lien in the manner provided in this subsection from the time the annual registration fee is due and payable. If a certificate of annual registration is not filed within 30 days after the date on which it is due, the department shall assess a penalty of $500 against the partnership, which shall also be a lien in the manner provided in this subsection. The imposition of that penalty shall not be construed to relieve the partnership from liability for any other penalty or interest provided for under other applicable law. (2) If the annual registration fee paid by a partnership is subsequently determined to be less than should have been paid because it was based on an incorrect number of general partners or was otherwise incorrectly computed, that fact shall not affect the existence, status or foreign registration of the partnership, but the amount of the additional annual registration fee that should have been paid shall be a lien in the manner provided in this subsection from the time the incorrect payment is discovered by the department. (3) The annual registration fee shall bear simple interest from the date that it becomes due and payable until paid. The interest rate shall be that provided for in section 806 of the act of April 9, 1929 (P.L.343, No.176), known as The Fiscal Code, with respect to unpaid taxes. The penalty provided for in paragraph (1) shall not bear interest. The payment of interest shall not relieve the partnership from liability for any other penalty or interest provided for under other applicable law. (4) The lien created by this subsection shall attach to all of the property and proceeds thereof of the partnership in which a security interest can be perfected in whole or in part by filing in the department under 13 Pa.C.S. Div. 9 (relating to secured transactions; sales of accounts, contract rights and chattel paper), whether the property and proceeds are owned by the partnership at the time the annual registration fee or any penalty or interest becomes due and payable or whether the property and proceeds are acquired thereafter. Except as otherwise provided by statute, the lien created by this subsection shall have priority over all other liens, security interests or other charges, except liens for taxes or other charges due the Commonwealth. The lien created by this subsection shall be entered on the records of the department and indexed in the same manner as a financing statement filed under 13 Pa.C.S. Div. 9. At the time an annual registration fee, penalty or interest that has resulted in the creation of a lien under this subsection is paid, the department shall terminate the lien with respect to that annual registration fee, penalty or interest without requiring a separate filing by the partnership for that purpose. (5) If the annual registration fee paid by a partnership is subsequently determined to be more than should have been paid for any reason, no refund of the additional fee shall be made. (6) Termination of the status or foreign registration of a partnership under this section, whether voluntarily or involuntarily, shall not release it from the obligation to pay any accrued fees, penalties and interest and shall not release the lien created by this subsection. (f) Exception for bankrupt partnerships.--A partnership that would otherwise be required to pay the annual registration fee set forth in subsection (b) shall not be required to pay that fee with respect to any year during any part of which the partnership is a debtor in bankruptcy. The partnership shall, instead, indicate on its certificate of annual registration for that year that it is exempt from payment of the annual registration fee pursuant to this subsection. If the partnership fails to file timely a certificate of annual registration, a lien shall be entered on the records of the department pursuant to subsection (e) which shall not be removed until the partnership files a certificate of annual registration indicating its entitlement to an exemption from payment of the annual registration fee as provided in this subsection. See section 8201(e) (relating to scope). (June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) References in Text. Division 9 of Title 13, referred to in subsec. (e), was repealed and added by the act of June 8, 2001 (P.L.123, No.18). Present Division 9 relates to secured transactions. Cross References. Section 8221 is referred to in section 8201 of this title.

15 Pa.C.S. § 8231 Limitations on distributions by limited liability partnership.

(a) General rule.--A domestic limited liability partnership may not make a distribution, including a distribution under section 8486 (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 they become due in the ordinary course of the partnership's business; or (2) the partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to the rights of persons receiving the distribution. (b) Valuation.--A domestic limited liability partnership may base a determination that a distribution is not prohibited under subsection (a)(2) on: (1) the book values of the assets and liabilities of the partnership, as reflected on its books and records; (2) a valuation that takes into consideration unrealized appreciation and depreciation or other changes in value of the assets and liabilities of the partnership; (3) the current value of the assets and liabilities of the partnership, either valued separately or valued in segments or as an entirety as a going concern; or (4) any other method that is reasonable in the circumstances. (c) Excluded liabilities.--In determining whether a distribution is prohibited under subsection (a)(2), the partnership need not consider obligations and liabilities unless they are required to be reflected on a balance sheet, not including the notes to the balance sheet, prepared on the basis of generally accepted accounting principles, or other such accounting practices and principles as are used generally by the partnership in the maintenance of its books and records and as are reasonable in the circumstances. (d) Measuring date of distribution.--Except as provided in subsection (e), the effect of a distribution under subsection (a) is measured: (1) as of the date specified by the partnership when it authorizes the distribution if the distribution occurs within 125 days of the earlier of the date so specified or the date of authorization; or (2) as of the date of distribution in all other cases. (e) Date of redemption.--In the case of a distribution as described in paragraph (1) of the definition of "distribution" in section 8202 (relating to definitions), the distribution is deemed to occur as of the earlier of the date money or other property is transferred or debt is incurred by the partnership, or the date the person entitled to the distribution ceases to own the interest or right being acquired by the partnership in return for the distribution. (f) Status of distribution debt.--The indebtedness of a domestic limited liability partnership to a partner or transferee incurred by reason of a distribution made in accordance with this section shall be at least on a parity with the partnership's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement. (g) Certain subordinated debt.--The indebtedness of a domestic limited liability partnership, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that a payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made. (h) Distributions in winding up.--In measuring the effect of a distribution under section 8486, the liabilities of a dissolved domestic limited liability partnership do not include any claim that has been barred under section 8241 (relating to known claims against dissolved limited liability partnership) or 8242 (relating to other claims against dissolved limited liability partnership) or for which security has been provided under section 8243 (relating to court proceedings). (i) Cross references.--See sections 8415(d)(1) (relating to contents of partnership agreement) and 8447 (relating to standards of conduct for partners). Cross References. Section 8231 is referred to in sections 8232, 8415 of this title.

15 Pa.C.S. § 8232 Liability for improper distributions by limited liability partnership.

(a) General rule.--If a partner of a limited liability partnership consents to a distribution made in violation of section 8231 (relating to limitations on distributions by limited liability partnership) and in consenting to the distribution fails to comply with section 8447 (relating to standards of conduct for partners), the partner is personally liable to the partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of section 8231. (b) Recipients.--A person that receives a distribution knowing that the distribution violated section 8231 is personally liable to the limited liability partnership, but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 8231. (c) Contribution.--A person against which an action is commenced because the person is liable under subsection (a) may: (1) join any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and (2) join any person that received a distribution in violation of subsection (b) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b). (d) Statute of repose.--An action under this section is barred unless commenced within two years after the distribution. Cross References. Section 8232 is referred to in section 8441 of this title.

15 Pa.C.S. § 8241 Known claims against dissolved limited liability partnership.

(a) General rule.--Except as provided in subsection (d), a dissolved limited liability partnership may give notice of a known claim under subsection (b), which has the effect provided in subsection (c). (b) Notice.--A dissolved limited liability partnership may notify in record form its known claimants of the dissolution. The notice must: (1) specify the information required to be included in a claim; (2) state that a claim must be in writing and provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant; (4) state that the claim will be barred if not received by the deadline; and (5) unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on section 8436 (relating to partner's liability). (c) Claims barred.--A claim against a dissolved limited liability partnership is barred if the requirements of subsection (b) are met and: (1) the claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the partnership: (i) the partnership causes the claimant to receive a notice in record form stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim within 90 days after the claimant receives the notice; and (ii) the claimant does not commence the required action within 90 days after the claimant receives the notice. (d) Later arising claims.--This section shall not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent. Cross References. Section 8241 is referred to in sections 8231, 8242, 8243 of this title.

15 Pa.C.S. § 8242 Other claims against dissolved limited liability partnership.

(a) Permissive notice.--A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice. (b) Notice procedure.--A notice under subsection (a) must: (1) be officially published one time; (2) describe the information required to be contained in a claim, state that the claim must be in writing and provide a mailing address to which the claim is to be sent; (3) state that a claim against the partnership is barred unless an action to enforce the claim is commenced within two years after publication of the notice; and (4) unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on section 8436 (relating to partner's liability). (c) Claims barred.--If a dissolved limited liability partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership within two years after the publication date of the notice: (1) a claimant that did not receive notice in record form under section 8241 (relating to known claims against dissolved limited liability partnership); (2) a claimant whose claim was timely sent to the partnership but not acted on; and (3) a claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution. (d) Claims not barred.--A claim not barred under this section or section 8241 may be enforced: (1) against a dissolved limited liability partnership, to the extent of its undistributed assets; (2) except as provided in section 8243 (relating to court proceedings), if assets of the partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the partnership's assets distributed to the partner or transferee after dissolution, whichever is less, except that a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution; and (3) against any person liable on the claim under sections 8436, 8473 (relating to liability of person dissociated as partner to other persons) and 8485 (relating to liability after dissolution). Cross References. Section 8242 is referred to in sections 8231, 8243 of this title.

15 Pa.C.S. § 8243 Court proceedings.

(a) Determination of security.--A dissolved limited liability partnership that has published a notice under section 8242 (relating to other claims against dissolved limited liability partnership) may file an application with the court of common pleas embracing the county where the partnership's principal office is located or, if the principal office is not located in this Commonwealth, where its registered office is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the partnership and: (1) at the time of the application: (i) are contingent; or (ii) have not been made known to the partnership; or (2) are based on an event occurring after the date of dissolution. (b) When security not required.--Security is not required for any claim that is or is reasonably anticipated to be barred under section 8241 (relating to known claims against dissolved limited liability partnership). (c) Notice.--Within 10 days after the filing of an application under subsection (a), the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership. (d) Guardian ad litem.--In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability partnership. (e) Effect on contingent claims.--A dissolved limited liability partnership that provides security in the amount and form ordered by the court under subsection (a) satisfies the partnership's obligations with respect to claims that are contingent, have not been made known to the partnership or are based on an event occurring after the date of dissolution. The claims may not be enforced against a partner or transferee on account of assets received in liquidation. Cross References. Section 8243 is referred to in sections 8231, 8242 of this title.

15 Pa.C.S. § 8244 Liability of partner when claim against partnership barred.

If a claim against a dissolved limited liability partnership is barred under this subchapter, any corresponding claim under sections 8436 (relating to partner's liability), 8473 (relating to liability of person dissociated as partner to other persons) and 8485 (relating to liability after dissolution) is also barred.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM&ttl=15Fetched: 10/16/2026