§ 8611. Short title and application of chapter.

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(a)Short title.-- This chapter may be cited as the Pennsylvania Uniform Limited Partnership Act of 2016.

(b)Initial application.-- Before April 1, 2017, this chapter governs only:

(1)a limited partnership formed on or after February 21, 2017; and

(2)except as provided under subsections

(c)and (d), a limited partnership formed before February 21, 2017, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.

(c)Full effective date.-- Except as provided in subsections

(d)and (e), on and after April 1, 2017, this chapter governs all limited partnerships.

(d)Transitional provisions.-- With respect to a limited partnership formed before February 21, 2017, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:

(1)Section 8620(c) (relating to characteristics of limited partnership) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before February 21, 2017.

(2)Sections 8661 (relating to dissociation as limited partner) and 8662 (relating to effects of dissociation as limited partner) do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before February 21, 2017.

(3)Section 8663(a)(4) (relating to dissociation as general partner) shall not apply.

(4)Section 8663(a)(5) shall not apply and the court has the same power to expel a general partner as the court had immediately before February 21, 2017.

(5)Section 8681(a)(3) (relating to events causing dissolution) shall not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before February 21, 2017.

(e)Liabilities to third parties.-- With respect to a limited partnership that elects under subsection (b)(2) to be subject to this chapter, after the election takes effect, the provisions of this chapter relating to the liability of the limited partnership's general partners to third parties apply:

(1)before April 1, 2017, to:

(i)a third party that had not done business with the limited partnership in the year before the election took effect; and

(ii)a third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has been notified of the election; and

(2)on and after April 1, 2017, to all third parties, except that those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(ii).

(f)References to withdrawal.-- A reference in the organic rules of a limited partnership to the withdrawal of a general partner or limited partner shall be deemed to be a reference to the dissociation of the partner.

(g)Cross reference.-- See section 8615 (relating to contents of partnership agreement).

15c8611v

(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)

2022 Amendment. Act 122 relettered former subsec.

(f)to subsec.

(g)and added present subsec. (f).

Cross References. Section 8611 is referred to in sections 8612, 8615, 8620, 8661, 8662, 8663, 8681 of this title.

15c8612s