Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 86 - Limited Partnerships
Section 8681 - Events causing dissolution

(a) General rule.--A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:
(1) an event or circumstance that the partnership agreement states causes dissolution;
(2) the affirmative vote or consent of:
(i) all general partners; and
(ii) limited partners owning the rights to receive a majority of the distributions as limited partners at the time the vote or consent is to be effective;
(3) after the dissociation of a person as a general partner:
(i) if the partnership has at least one remaining general partner, the affirmative vote or consent to dissolve the partnership within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or
(ii) if the partnership does not have a remaining general partner, the passage of 180 days after the dissociation, unless before the end of the period:
(A) consent to continue the activities and affairs of the partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(B) at least one person is admitted as a general partner in accordance with the consent;
(4) the passage of 180 consecutive days after the dissociation of the partnership's last limited partner, unless before the end of the period the partnership admits at least one limited partner;
(5) the passage of 180 consecutive days during which the partnership has only one partner, unless before the end of the period:
(i) the partnership admits at least one person as a partner;
(ii) if the previously sole remaining partner is only a general partner, the partnership admits a person as a limited partner; and
(iii) if the previously sole remaining partner is only a limited partner, the partnership admits a person as a general partner; or
(6) on application by a partner, the entry by the court of an order dissolving the partnership on the grounds that:
(i) the conduct of all or substantially all the partnership's activities and affairs is unlawful;
(ii) it is not reasonably practicable to carry on the partnership's activities and affairs in conformity with the certificate of limited partnership and partnership agreement; or
(iii) the general partners have acted, are acting or will act in a manner that is illegal or fraudulent.
(b) Multiple deadlines.--If an event occurs that imposes a deadline on a limited partnership under subsection (a) and before the partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under subsection (a):
(1) the occurrence of the second event does not affect the deadline caused by the first event; and
(2) the partnership's meeting of the requirements of the first deadline does not extend the second deadline.
(c) Cross references.--See sections 8611(d) (relating to short title and application of chapter) and 8615(c)(15) (relating to contents of partnership agreement).

Cross References. Section 8681 is referred to in sections 8611, 8615, 8623, 8631, 8641 of this title.

Structure Pennsylvania Consolidated & Unconsolidated Statutes