Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 8611 (2026)

Short title and application of chapter.

✓ current as of May 2026

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CHAPTER 86

LIMITED PARTNERSHIPS

Subchapter

A. General Provisions

B. Formation and Filings

C. Limited Partners

D. General Partners

E. Contributions and Distributions

F. Dissociation

G. Transferable Interests and Rights of Transferees and Creditors

H. Dissolution and Winding Up

I. Actions by Partners

Enactment. Chapter 86 was added November 21, 2016, P.L.1328, No.170, effective in 90 days.

Cross References. Chapter 86 is referred to in sections 8201, 8207, 8701, 8997 of this title.

SUBCHAPTER A

GENERAL PROVISIONS

Sec.

8611. Short title and application of chapter.

8612. Definitions.

8613. Knowledge and notice.

8614. Governing law.

8615. Contents of partnership agreement.

8616. Application of partnership agreement.

8617. Amendment and effect of partnership agreement.

8618. Required information.

8619. Dual capacity.

8620. Characteristics of limited partnership.

§ 8611. Short title and application of chapter.

(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).

(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.

Notes of Decisions

Cited in 5 cases (1 in the last 5 years), 2017–2022 · leading case: Hanaway, L. v. The Parkesburg Grp., Aplts., 168 A.3d 146 (Pa. 2017).

Sort: Relevance Newest Treatment

Hanaway, L. v. The Parkesburg Grp., Aplts., 168 A.3d 146 (Pa. 2017). · cites it 2× “15 Pa.C.S. § 8611. This opinion interprets the law in effect at the time the parties entered into their agreement and at the time of the alleged breach.”

Ratner v. Iron Stone Real Est. Fund I, L.P., 212 A.3d 70 (Pa. Super. Ct. 2019). “15 Pa.C.S. § 8611 - 8695. This Act adopted, with an omission important here, the Uniform Limited Partnership Act 2013.”

MBC Dev., LP v. Miller, J., 281 A.3d 332 (Pa. Super. Ct. 2022). · cites it 2× “15 Pa.C.S. § 8611(c). -3- J-S10041-22 reports addressing Appellant’s July and August 2019 demands and subsequent demands submitted by Appellant.”

C.S. & C.L. Andrews v. Com Com. v. C.S. & C.L. Andrews, 196 A.3d 1090 (Pa. Commw. Ct. 2018). “The General Assembly repealed the RULPA in 2016, replacing it with the Pennsylvania Uniform Limited Partnership Act of 2016, 15 Pa. C.S. §§ 8611 -8695. In Wayfair , the United States Supreme Court overruled Quill , particularly with respect to the physical presence rule on which…”

Jamestown Condo v. P. Sofayov v. R.B. Keddie ~ Appeal of: A. Frank (Pa. Commw. Ct. 2019). “” 15 Pa. C.S. § 8611(c). Section 8620(a) of the LPA effectively codified existing common law recognizing the distinction between a limited partnership and its individual partners.”

— 15 Pa. Cons. Stat. § 8611(c) — 2 cases

MBC Dev., LP v. Miller, J., 281 A.3d 332 (Pa. Super. Ct. 2022). “15 Pa.C.S. § 8611(c). -3- J-S10041-22 reports addressing Appellant’s July and August 2019 demands and subsequent demands submitted by Appellant.”

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