Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 86 - Limited Partnerships
Section 8664 - Power to dissociate as general partner and wrongful dissociation


(a) Power to dissociate.--A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under section 8663(a)(1) (relating to dissociation as general partner).
(b) Wrongful dissociation.--A person's dissociation as a general partner is wrongful only if the dissociation:
(1) is in breach of an express provision of the partnership agreement; or
(2) occurs before the completion of the winding up of the limited partnership, and:
(i) the person withdraws as a general partner by express will;
(ii) the person is expelled as a general partner by judicial order under section 8663(a)(5);
(iii) the person is dissociated as a general partner under section 8663(a)(6); or
(iv) the person is expelled or otherwise dissociated as a general partner because its existence terminated, except that this subparagraph does not apply to a person that is:
(A) a trust that is not a business or statutory trust;
(B) an estate; or
(C) an individual.
(c) Damages for wrongful dissociation.--A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 8691 (relating to direct action by partner), to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the general partner to the partnership or the other partners.
(d) Cross reference.--See section 8615 (relating to contents of partnership agreement).

Cross References. Section 8664 is referred to in section 8615 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