Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 86 - Limited Partnerships
Section 8625 - 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 as its place of business.
(b) Change of registered office.--After formation, a change in the location of the registered office may be effected at any time by the limited partnership. Before the change becomes effective, the limited partnership shall amend its certificate of limited partnership under the provisions of this chapter to reflect the change, include the change in an annual report under section 146 (relating to annual report) or deliver to the department for filing a certificate of change of registered office setting forth:
(1) The name of the limited partnership.
(2) The address, including street and number, if any, of its then registered office.
(3) The address, including street and number, if any, to which the registered office is to be changed.
(c) Alternative procedure.--A limited partnership may satisfy the requirements of this chapter concerning the maintenance of a registered office in this Commonwealth by setting forth in any document filed by the department under any provision of this title that permits or requires the statement of the address of its then registered office, in lieu of that address, the statement authorized by section 109(a) (relating to name of commercial registered office provider in lieu of registered address).
(d) Effect of statement.--A statement regarding the registered office of a limited partnership set forth in a document filed in the department pursuant to this section shall operate as an amendment of the certificate of limited partnership.
(e) Cross references.--See:
Section 108 (relating to change in location or status of registered office provided by agent).
Section 134 (relating to docketing statement).
Section 135 (relating to requirements to be met by filed documents).
Section 136(c) (relating to processing of documents by Department of State).
Section 8615(c)(6) (relating to contents of partnership agreement).
Section 8623 (relating to signing of filed documents).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)

2022 Amendment. Act 122 amended subsec. (b) and relettered former subsec. (d) to subsec. (e) and added present subsec. (d).
Cross References. Section 8625 is referred to in sections 8622, 8624 of this title.

Structure Pennsylvania Consolidated & Unconsolidated Statutes

Pennsylvania Consolidated & Unconsolidated Statutes

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Chapter 86 - Limited Partnerships

Extra - Chapter Notes

Section 8611 - Short title and application of chapter

Section 8612 - Definitions

Section 8613 - Knowledge and notice

Section 8614 - Governing law

Section 8615 - Contents of partnership agreement

Section 8616 - Application of partnership agreement

Section 8617 - Amendment and effect of partnership agreement

Section 8618 - Required information

Section 8619 - Dual capacity

Section 8620 - Characteristics of limited partnership

Section 8621 - Formation of limited partnership and certificate of limited partnership

Section 8622 - Amendment or restatement of certificate of limited partnership

Section 8623 - Signing of filed documents

Section 8624 - Liability of general partner for false or missing information in filed document

Section 8625 - Registered office

Section 8631 - Becoming a limited partner

Section 8632 - No agency power of limited partner as limited partner

Section 8633 - No liability as limited partner for limited partnership obligations

Section 8634 - Limited partner rights to information

Section 8635 - Limited duties of limited partners

Section 8636 - Person erroneously believing self to be limited partner

Section 8641 - Becoming a general partner

Section 8642 - General partner agent of limited partnership

Section 8643 - Limited partnership liable for general partner's actionable conduct

Section 8644 - General partner's liability

Section 8645 - Actions by and against partnership and partners

Section 8646 - Management rights

Section 8647 - General partner rights to information

Section 8648 - Reimbursement, indemnification, advancement and insurance

Section 8649 - Standards of conduct for general partners

Section 8651 - Form of contribution

Section 8652 - Liability for contribution

Section 8653 - Sharing of and right to distributions before dissolution

Section 8654 - Limitations on distributions

Section 8655 - Liability for improper distributions

Section 8661 - Dissociation as limited partner

Section 8662 - Effects of dissociation as limited partner

Section 8663 - Dissociation as general partner

Section 8664 - Power to dissociate as general partner and wrongful dissociation

Section 8665 - Effects of dissociation as general partner

Section 8666 - Power to bind and liability of person dissociated as general partner

Section 8667 - Liability of person dissociated as general partner to other persons

Section 8671 - Nature of transferable interest

Section 8672 - Transfer of transferable interest

Section 8673 - Charging order

Section 8674 - Power of personal representative of deceased partner

Section 8681 - Events causing dissolution

Section 8681.1 - Voluntary termination by partners

Section 8682 - Winding up and filing of certificates

Section 8684 - Power to bind partnership after dissolution

Section 8685 - General partner liability after dissolution

Section 8686 - Known claims against dissolved limited partnership

Section 8687 - Other claims against dissolved limited partnership

Section 8688 - Court proceedings

Section 8689 - General partner liability when claim against limited partnership barred

Section 8690 - Disposition of assets in winding up and required contributions

Section 8691 - Direct action by partner

Section 8692 - Derivative action

Section 8693 - Eligible partner plaintiffs and security for costs

Section 8694 - Special litigation committee

Section 8695 - Proceeds and expenses