Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 8616 (2026)

 Application of partnership agreement.

✓ current as of May 2026
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§ 8616.  Application of partnership agreement.

(a)  Partnership bound.--A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.

(b)  Deemed assent.--A person that becomes a partner is deemed to assent to the partnership agreement.

(c)  Preformation agreement.--Two or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.

(d)  Cross reference.--See section 8621 (relating to formation of limited partnership and certificate of limited partnership).

Notes of Decisions
Cited in 2 cases (1 in the last 5 years), 2019–2022 · leading case: Ratner v. Iron Stone Real Est. Fund I, L.P., 212 A.3d 70 (Pa. Super. Ct. 2019).
Ratner v. Iron Stone Real Est. Fund I, L.P., 212 A.3d 70 (Pa. Super. Ct. 2019). “§ 8611 ; 15 Pa.C.S. § 8616. While this Limited Partnership was formed under the Pennsylvania Revised Uniform Limited Partnership Act, the Revised Act was superseded by the Pennsylvania Uniform Limited Partnership Act of 2016.”
MBC Dev., LP v. Miller, J., 281 A.3d 332 (Pa. Super. Ct. 2022). · cites it 2× “See also 15 Pa.C.S. § 8616(a), (b) (a limited partnership and all of its partners are bound by the limited partnership’s partnership agreement regardless of whether they signed the partnership agreement).”
— 15 Pa. Cons. Stat. § 8616(a) — 1 case
MBC Dev., LP v. Miller, J., 281 A.3d 332 (Pa. Super. Ct. 2022). “See also 15 Pa.C.S. § 8616(a), (b) (a limited partnership and all of its partners are bound by the limited partnership’s partnership agreement regardless of whether they signed the partnership agreement).”
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