Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 86 - Limited Partnerships
Section 8631 - Becoming a limited partner


(a) Upon formation.--Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.
(b) After formation.--After formation, a person becomes a limited partner:
(1) as provided in the partnership agreement;
(2) as the result of a transaction effective under Chapter 3 (relating to entity transactions);
(3) with the affirmative vote or consent of all the partners; or
(4) as provided in section 8681(a)(4) or (5) (relating to events causing dissolution).
(c) Noneconomic limited partners.--A person may become a limited partner without:
(1) acquiring a transferable interest; or
(2) making or being obligated to make a contribution to the limited partnership.
(d) Nature of interest.--The interest of a limited partner in a limited partnership is personal property.

Cross References. Section 8631 is referred to in section 8612 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