Pennsylvania Uniform Partnership Act

Pennsylvania · Corporations and Unincorporated Associations · §§ 15-8411 to 15-8486 · 49 sections

Overview

The act governs the formation, internal operation, and eventual dissolution of general partnerships, treating the partnership as an entity that can own and transfer property, sue and be sued, and act through its partners as agents. It supplies default rules for the relationship among partners — fiduciary duties, access to books and records, distributions, and what a partner owns and may transfer — while setting the terms on which the partnership and its individual partners become liable to outsiders, including creditors who reach a partner's transferable interest by court order. It also establishes filing mechanisms through which authority, its denial, a partner's departure, and dissolution can be made a matter of public record, and it defines when a partner's dissociation triggers a buyout rather than the end of the business, along with the process for winding up and settling accounts when the partnership does terminate.

Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.

Sections covered

15 Pa.C.S. § 8411Short title and application of chapter
15 Pa.C.S. § 8412Definitions
15 Pa.C.S. § 8413Knowledge and notice
15 Pa.C.S. § 8414Governing law
15 Pa.C.S. § 8415Contents of partnership agreement
15 Pa.C.S. § 8416Application of partnership agreement
15 Pa.C.S. § 8417Amendment and effect of partnership agreement
15 Pa.C.S. § 8418Signing of filed documents
15 Pa.C.S. § 8419Liability of general partner or other person for false or missing information in filed document
15 Pa.C.S. § 8421Partnership as entity
15 Pa.C.S. § 8422Formation of partnership
15 Pa.C.S. § 8423Partnership property
15 Pa.C.S. § 8424When property is partnership property
15 Pa.C.S. § 8431Partner agent of partnership
15 Pa.C.S. § 8432Transfer of partnership property
15 Pa.C.S. § 8433Certificate of partnership authority
15 Pa.C.S. § 8434Certificate of denial
15 Pa.C.S. § 8435Partnership liable for partner's actionable conduct
15 Pa.C.S. § 8436Partner's liability
15 Pa.C.S. § 8437Actions by and against partnership and partners
15 Pa.C.S. § 8438Liability of purported partner
15 Pa.C.S. § 8441Partner's rights and duties
15 Pa.C.S. § 8442Becoming a partner
15 Pa.C.S. § 8443Form of contribution
15 Pa.C.S. § 8444Liability for contribution
15 Pa.C.S. § 8445Sharing of and right to distribution before dissolution
15 Pa.C.S. § 8446Rights to information
15 Pa.C.S. § 8447Standards of conduct for partners
15 Pa.C.S. § 8448Actions by partnership and partners
15 Pa.C.S. § 8449Continuation of partnership beyond definite term or particular undertaking
15 Pa.C.S. § 8451Partner not co-owner of partnership property
15 Pa.C.S. § 8452Nature of transferable interest
15 Pa.C.S. § 8453Transfer of transferable interest
15 Pa.C.S. § 8454Charging order
15 Pa.C.S. § 8455Power of personal representative of deceased partner
15 Pa.C.S. § 8461Events causing dissociation
15 Pa.C.S. § 8462Power to dissociate as partner and wrongful dissociation
15 Pa.C.S. § 8463Effects of dissociation
15 Pa.C.S. § 8471Purchase of interest of person dissociated as partner
15 Pa.C.S. § 8472Power to bind and liability of person dissociated as partner
15 Pa.C.S. § 8473Liability of person dissociated as partner to other persons
15 Pa.C.S. § 8474Certificate of dissociation
15 Pa.C.S. § 8475Continued use of partnership name
15 Pa.C.S. § 8481Events causing dissolution
15 Pa.C.S. § 8482Winding up and filing of certificates
15 Pa.C.S. § 8483(Reserved)
15 Pa.C.S. § 8484Power to bind partnership after dissolution
15 Pa.C.S. § 8485Liability after dissolution
15 Pa.C.S. § 8486Disposition of assets in winding up and required contributions

Enacted in other states

Alaska, Arkansas, California, Colorado, Connecticut, District of Columbia, Iowa, Idaho, Illinois, Indiana, Kentucky, Minnesota, Montana, North Carolina, New Hampshire, New Jersey, New Mexico, Ohio, South Carolina, South Dakota, Tennessee, Utah, Virginia, West Virginia, Wyoming

All Pennsylvania named statutes →

Download

Copy

Embed on your site

Hover to preview · click to copy the code

Search Wikipedia →