Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 8621 (2026)

Formation of limited partnership and certificate of limited partnership.

✓ current as of May 2026

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SUBCHAPTER B

FORMATION AND FILINGS

Sec.

8621. Formation of limited partnership and certificate of limited partnership.

8622. Amendment or restatement of certificate of limited partnership.

8623. Signing of filed documents.

8624. Liability of general partner for false or missing information in filed document.

8625. Registered office.

§ 8621. Formation of limited partnership and certificate of limited partnership.

(a) Formation.--To form a limited partnership, a person must deliver a certificate of limited partnership to the department for filing.

(b) Required contents of certificate.--A certificate of limited partnership must state:

(1) the name of the limited partnership, which must comply with Subchapter A of Chapter 2 (relating to names);

(2) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of the partnership's registered office; and

(3) the name and address of each general partner.

(c) Optional contents of certificate.--A certificate of limited partnership may contain statements as to matters other than those required under subsection (b), but may not vary or otherwise affect the provisions specified in section 8615(c) and (d) (relating to contents of partnership agreement) in a manner inconsistent with that section.

(d) Time of formation.--A limited partnership is formed when:

(1) the certificate of limited partnership becomes effective;

(2) at least two persons have become partners;

(3) at least one person has become a general partner; and

(4) at least one person has become a limited partner.

(e) Cross references.--See:

Section 134 (relating to docketing statement).

Section 135 (relating to requirements to be met by filed documents).

Section 136(c) (relating to processing of documents by Department of State).

Section 8620 (relating to characteristics of limited partnership).

Section 8623 (relating to signing of filed documents).

Cross References. Section 8621 is referred to in sections 8612, 8616 of this title.

Notes of Decisions

Cited in 1 case (1 in the last 5 years), 2023–2023 · leading case: In Re: TCB's Sales of Real Est. for Unpaid Taxes Levied for the Year 2018 (Pa. Commw. Ct. 2023).

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In Re: TCB's Sales of Real Est. for Unpaid Taxes Levied for the Year 2018 (Pa. Commw. Ct. 2023). “” Under 15 Pa. C.S. § 8621, in order “[t]o form a limited partnership, a person must deliver a certificate of limited partnership to the department for filing.”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.