PocketLaw | Pennsylvania Consolidated Statutes | Limited Partnerships

Limited Partnerships

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Short title and application of chapter

Definitions

Knowledge and notice

Governing law

Contents of partnership agreement

Application of partnership agreement

Amendment and effect of partnership agreement

Required information

Dual capacity

Characteristics of limited partnership

Formation of limited partnership and certificate of limited partnership

Amendment or restatement of certificate of limited partnership

Signing of filed documents

Liability of general partner for false or missing information in filed document

Registered office

Becoming a limited partner

No agency power of limited partner as limited partner

No liability as limited partner for limited partnership obligations

Limited partner rights to information

Limited duties of limited partners

Person erroneously believing self to be limited partner

Becoming a general partner

General partner agent of limited partnership

Limited partnership liable for general partner's actionable conduct

General partner's liability

Actions by and against partnership and partners

Management rights

General partner rights to information

Reimbursement, indemnification, advancement and insurance

Standards of conduct for general partners

Form of contribution

Liability for contribution

Sharing of and right to distributions before dissolution

Limitations on distributions

Liability for improper distributions

Dissociation as limited partner

Effects of dissociation as limited partner

Dissociation as general partner

Power to dissociate as general partner and wrongful dissociation

Effects of dissociation as general partner

Power to bind and liability of person dissociated as general partner

Liability of person dissociated as general partner to other persons

Nature of transferable interest

Transfer of transferable interest

Charging order

Power of personal representative of deceased partner

Events causing dissolution

Voluntary termination by partners

Winding up and filing of certificates

(Reserved)

Power to bind partnership after dissolution

General partner liability after dissolution

Known claims against dissolved limited partnership

Other claims against dissolved limited partnership

Court proceedings

General partner liability when claim against limited partnership barred

Disposition of assets in winding up and required contributions

Direct action by partner

Derivative action

Security for costs

Special litigation committee

Proceeds and expenses

Chapter Notes