15 Pa.C.S. Ch. 87

in effect

15 Pa.C.S. § 8701 Scope and definition.

(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, shall deliver to the Department of State for filing a statement of election, 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) The location of the principal place of business. (3) The name of each general partner of the partnership as of the date of the statement. (4) A statement that the partnership elects to be governed by this chapter or that the election to be governed by this chapter shall be amended or terminated, as the case may be. (5) If the election is to be made or terminated, a statement that the election or termination has been authorized by at least a majority in interest of the partners. (a.1) Effective date and time.--Subject to section 136(c) (relating to processing of documents by Department of State), upon the filing of the statement of election, amendment or termination in the department, the election to be governed by this chapter shall be effective, amended or terminated, as the case may be. (b) Effect of election.--As long as an election under subsection (a) is in effect, the partnership shall be governed by the provisions of this chapter and, to the extent not inconsistent with this chapter, Chapter 84 (relating to general partnerships) or, if a limited partnership, Chapter 86 (relating to limited partnerships). (c) Definition.--As used in this chapter, the term "electing partnership" means a partnership as to which an election under subsection (a) is in effect. (d) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References. Section 8701 is referred to in sections 102, 8703 of this title.

15 Pa.C.S. § 8702 Centralized management.

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 the management of the partnership. A partner of an electing partnership shall be an agent of the partnership only to the extent that an employee of the partnership would be under like circumstances. In making such a determination, the court may consider among other things whether a person dealing with the partnership has knowledge, as defined in section 8413(a) (relating to knowledge and notice), that this section is applicable to the partnership. (Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)

15 Pa.C.S. § 8703 Continuity of life.

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 statement of amendment under section 8701(a) (relating to application of chapter). If fewer than two partners who are not bankrupt or insane remain, the court shall appoint a custodian of the partnership property for the purpose of continuing its business or, upon cause shown, winding up its affairs.

15 Pa.C.S. § 8704 Free transferability of interests.

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 terminate his membership in the partnership, and the transfer of any share by a partner shall operate to make the transferee a member of the partnership without the consent of any other partner. The transfer of certificates and the shares represented thereby may be regulated by the agreement between the partners if the agreement is not inconsistent with 13 Pa.C.S. Div. 8 (relating to investment securities).

15 Pa.C.S. § 8705 Limited liability in certain cases.

(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 partnership has notice, as defined in section 8413(b) (relating to knowledge and notice), that this section is applicable to the partnership. (b) Exceptions.--Subsection (a) does not apply: (1) Unless otherwise agreed by the obligee, to a debt or obligation arising prior to the time a partnership becomes an electing partnership. (2) To a transaction or occurrence involving the furnishing or sale of any goods or services by the partnership. (c) Professional relationship unaffected.--Subsection (a) shall not afford the partners of an electing partnership providing professional services with greater immunity than is available to the officers, shareholders, employees or agents of a professional corporation. See section 2925 (relating to professional relationship retained). (Dec. 7, 1994, P.L.703, No.106, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References. Section 8705 is referred to in section 8707 of this title.

15 Pa.C.S. § 8706 One person as both partner and employee.

(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 employing partnership as may be agreed between employer and employee generally.

15 Pa.C.S. § 8707 Modification by agreement.

(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 employees of, the association. The agreement between the partners of an electing partnership may effect any change in the form of organization of the partnership in addition to or in contravention of the changes authorized by this chapter that may be necessary to accomplish those purposes but only to the extent necessary to accomplish those purposes. (b) Exception.--A provision adopted under subsection (a) shall not modify section 8705 (relating to limited liability in certain cases).

15 Pa.C.S. § 8708 Taxation of electing partnerships.

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 to be a corporation organized and existing under Subpart B of Part II (relating to business corporations). (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days) 1992 Amendment. Act 169 added section 8708.

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