(a) Power of general partner.--A limited partnership is bound by a general partner's act after dissolution which:
(1) is appropriate for winding up the partnership's activities and affairs; or
(2) would have bound the partnership under section 8642 (relating to general partner agent of limited partnership) before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(b) Power of person dissociated as general partner.--A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1) at the time the other party enters into the transaction:
(i) less than two years have passed since the dissociation; and
(ii) the other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) the act:
(i) is appropriate for winding up the partnership's activities and affairs; or
(ii) would have bound the partnership under section 8642 before dissolution and at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
Cross References. Section 8684 is referred to in sections 8682, 8685 of this title.
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 86 - Limited Partnerships
Section 8611 - Short title and application of chapter
Section 8613 - Knowledge and notice
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 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 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