PRIOR PRINTER'S NOS. 1997, 2425, 3834 PRINTER'S NO. 4225
No. 1719 Session of 1993
INTRODUCED BY LESCOVITZ, FAJT, GODSHALL, LUCYK, HANNA, FARGO,
DEMPSEY, BOYES, MERRY, JADLOWIEC, COY, CIVERA, FLICK,
LaGROTTA, McNALLY, CALTAGIRONE, MARKOSEK, E. Z. TAYLOR,
ROBERTS, GORDNER, COLAFELLA, OLASZ, LEH, HARLEY, DERMODY,
VAN HORNE, McCALL, WOZNIAK AND STURLA, JUNE 7, 1993
AS RE-REPORTED FROM COMMITTEE ON APPROPRIATIONS, HOUSE OF
REPRESENTATIVES, AS AMENDED, SEPTEMBER 28, 1994
AN ACT
1 Amending Titles 1 (General Provisions), 13 (Commercial Code), 15
2 (Corporations and Unincorporated Associations), 42 (Judiciary
3 and Judicial Procedure) and 54 (Names) of the Pennsylvania
4 Consolidated Statutes, relating to associations; providing
5 for definitions; further providing for registered limited
6 liability partnerships and for limited liability companies;
7 making conforming changes to existing provisions of law; and
8 making a repeal.
9 The General Assembly of the Commonwealth of Pennsylvania
10 hereby enacts as follows:
11 Section 1. Short title.
12 This act shall be known and may be cited as the Limited
13 Liability Company Act.
14 Section 2. Amendment of Title 1.
15 The definitions of "association" and "person" in section 1991
16 of Title 1 of the Pennsylvania Consolidated Statutes are amended
17 to read:
18 § 1991. Definitions.
19 The following words and phrases, when used in any statute
1 finally enacted on or after September 1, 1937, unless the
2 context clearly indicates otherwise, shall have the meanings
3 given to them in this section:
4 * * *
5 "Association." [Any]
6 (1) When used in any statute finally enacted before (in
7 preparing this act for printing in the Laws of Pennsylvania
8 and the Pennsylvania Consolidated Statutes, the Legislative
9 Reference Bureau shall insert in lieu of this statement the
10 date of enactment of this act), any form of unincorporated
11 enterprise owned by two or more persons other than a
12 partnership or limited partnership.
13 (2) When used in any statute finally enacted on or after
14 (in preparing this act for printing in the Laws of
15 Pennsylvania and the Pennsylvania Consolidated Statutes, the
16 Legislative Reference Bureau shall insert in lieu of this
17 statement the date of enactment of this act), an association
18 as defined in 15 Pa.C.S. § 102 (relating to definitions).
19 * * *
20 "Person." Includes a corporation, partnership, limited
21 liability company, business trust, other association, government
22 entity (other than the Commonwealth), estate, trust, foundation
23 or natural person.
24 * * *
25 Section 3. Amendment of Title 13.
26 The definitions of "certificated security" and
27 "uncertificated security" in section 8102(a) of Title 13 are
28 amended to read:
29 § 8102. Definitions and index of definitions.
30 (a) Definitions.--The following words and phrases when used
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1 in this division shall have, unless the context clearly
2 indicates otherwise, the meanings given to them in this
3 subsection:
4 "Certificated security."
5 (1) A share, participation or other interest in property
6 of or an enterprise of the issuer or an obligation of the
7 issuer which is:
8 (i) represented by an instrument issued in bearer or
9 registered form;
10 (ii) of a type commonly dealt in on securities
11 exchanges or markets or commonly recognized in any area
12 in which it is issued or dealt in as a medium for
13 investment; and
14 (iii) either one of a class or series or by its
15 terms divisible into a class or series of shares,
16 participations, interests or obligations.
17 (2) If a partnership interest in a limited partnership
18 or a membership interest in a limited liability company is
19 evidenced by a certificate of partnership interest or a
20 certificate of membership interest, as the case may be, the
21 certificate is a certificated security.
22 * * *
23 "Uncertificated security."
24 (1) A share, participation or other interest in property
25 or an enterprise of the issuer or an obligation of the issuer
26 which is:
27 (i) not represented by an instrument and the
28 transfer of which is registered upon books maintained for
29 that purpose by or on behalf of the issuer;
30 (ii) of a type commonly dealt in on securities
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1 exchanges or markets; and
2 (iii) either one of a class or series or by its
3 terms divisible into a class or series of shares,
4 participations, interests or obligations.
5 (2) Any partnership interest in a limited partnership or
6 membership interest in a limited liability company which is
7 not evidenced by a certificated security is an uncertificated
8 security only if the partnership interest or membership
9 interest, as the case may be, is approved for trading on a
10 national securities exchange registered under the Federal
11 securities laws or for quotation in the automated quotation
12 system of a national securities association registered under
13 the Federal securities laws.
14 * * *
15 Section 4. Amendment of Title 15.
16 As much of Title 15 as is hereinafter set forth is amended or
17 added to read:
18 § 102. Definitions.
19 Subject to additional or inconsistent definitions contained
20 in subsequent provisions of this title that are applicable to
21 specific provisions of this title, the following words and
22 phrases when used in this title shall have, unless the context
23 clearly indicates otherwise, the meanings given to them in this
24 section:
25 * * *
26 "Association." A corporation, a partnership, a limited
27 liability company, a business trust or two or more persons
28 associated in a common enterprise or undertaking. The term does
29 not include a testamentary trust or an inter vivos trust as
30 defined in 20 Pa.C.S. § 711(3) (relating to mandatory exercise
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1 of jurisdiction through orphans' court division in general).
2 * * *
3 "LICENSED PERSON." A NATURAL PERSON WHO IS DULY LICENSED OR <--
4 ADMITTED TO PRACTICE HIS PROFESSION BY A COURT, DEPARTMENT,
5 BOARD, COMMISSION OR OTHER AGENCY OF THIS COMMONWEALTH OR
6 ANOTHER JURISDICTION TO RENDER A PROFESSIONAL SERVICE THAT IS OR
7 WILL BE RENDERED BY THE ASSOCIATION OF WHICH HE IS, OR INTENDS
8 TO BECOME, A SHAREHOLDER, PARTNER, OWNER, DIRECTOR, OFFICER,
9 MANAGER, MEMBER, EMPLOYEE OR AGENT.
10 "Limited liability company." A limited liability company as
11 defined in section [8902] 8903 (relating to definitions).
12 * * *
13 § 133. Powers of Department of State.
14 (a) General rule.--The Department of State shall have the
15 power and authority reasonably necessary to enable it to
16 administer this subchapter efficiently and to perform the
17 functions specified in section 132 (relating to functions of
18 Department of State), in 13 Pa.C.S. (relating to commercial
19 code) and in 17 Pa.C.S. (relating to credit unions). The
20 following shall not be agency regulations for the purposes of
21 section 612 of the act of April 9, 1929 (P.L.177, No.175), known
22 as The Administrative Code of 1929, the act of October 15, 1980
23 (P.L.950, No.164), known as the Commonwealth Attorneys Act, the
24 act of June 25, 1982 (P.L.633, No.181), known as the Regulatory
25 Review Act, or any similar provision of law, but shall be
26 subject to the opportunity of public comment requirement under
27 section 201 of the act of July 31, 1968 (P.L.769, No.240),
28 referred to as the Commonwealth Documents Law:
29 * * *
30 (3) Regulations, which the department is hereby
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1 authorized to promulgate, that:
2 (i) Authorize payment of fees and other remittances
3 through or by a credit card issuer or other financial
4 intermediary.
5 (ii) Authorize contracts with credit card issuers
6 and other financial intermediaries relating to the
7 collection, transmission and payment of fees and other
8 remittances.
9 (iii) Adjust the level of fees and other remittances
10 as otherwise fixed by law so as to facilitate their
11 transmission through or by a credit card issuer or other
12 financial intermediary pursuant to such regulations
13 without net cost to the department.
14 * * *
15 § 139. Tax clearance of certain fundamental transactions.
16 A domestic association shall not file articles or a
17 certificate of merger or consolidation effecting a merger or
18 consolidation into a nonqualified foreign association or
19 articles or a certificate of dissolution or a statement of
20 revival, a qualified foreign association shall not file an
21 application for termination of authority or similar document in
22 the Department of State and [a corporation] a domestic
23 association shall not file articles or a certificate of division
24 dividing solely into nonqualified foreign [corporations]
25 associations unless the articles, certificate, application or
26 other document are accompanied by clearance certificates from
27 the Department of Revenue and the Office of Employment Security
28 of the Department of Labor and Industry, evidencing the payment
29 by the association of all taxes and charges due the Commonwealth
30 required by law.
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1 § 153. Fee schedule.
2 (a) General rule.--The fees of the Corporation Bureau of the
3 Department of State, including fees for the public acts and
4 transactions of the Secretary of the Commonwealth administered
5 through the bureau, and of county filing officers under Title 13
6 (relating to commercial code), shall be as follows:
7 * * *
8 (3) Partnerships and limited liability
9 companies:
10 (i) Certificate of limited partnership or
11 certificate of organization of a limited
12 liability company or like instrument forming a
13 limited partnership or organizing a limited
14 liability company............................... 100
15 * * *
16 (iv) Application for registration of
17 foreign limited partnership or limited liability
18 company......................................... 180
19 (v) Certificate of amendment of
20 registration of foreign limited partnership or
21 limited liability company....................... 180
22 (vi) Statement of registration of
23 registered limited liability partnership or
24 statement of election as an electing
25 partnership..................................... 100
26 [(vii) Each ancillary transaction.......... 52]
27 (vii) Domestication of foreign limited
28 liability company............................... 100
29 (viii) Additional fee for each new entity
30 resulting from a division....................... 52
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1 (ix) Each ancillary transaction............ 100
2 * * *
3 (8) Uniform Commercial Code:
4 * * *
5 (vii) Beginning on January 1, 1994, and each January
6 1 thereafter, the [costs] county fees under paragraph (8)
7 shall be increased by the percentage of increase in the
8 Consumer Price Index for Urban Workers for the immediate
9 preceding calendar year which shall be published in the
10 Pennsylvania Bulletin annually by the Supreme Court on or
11 before the preceding November 30. This subparagraph shall
12 expire January 1, 2001.
13 * * *
14 § 162. Contingent domestication of certain alien associations.
15 * * *
16 (b) Statement of contingent domestication.--The statement of
17 contingent domestication shall be executed by the association
18 and shall set forth in the English language:
19 (1) In the case of:
20 (i) a corporation subject to section 4161 (relating
21 to domestication), the statements required to be set
22 forth in articles of domestication (except the statement
23 required by section 4161(b)(6));
24 (ii) a corporation subject to section 6161 (relating
25 to domestication), the statements required to be set
26 forth in articles of domestication (except the statement
27 required by section 6161(b)(6)); [or]
28 (iii) a limited partnership subject to section 8590
29 (relating to domestication), the statements required to
30 be set forth in a certificate of domestication (except
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1 the statement required by section 8590(b)(5));
2 (iv) a limited liability company subject to section
3 8982 (relating to domestication), the statements required
4 to be set forth in a certificate of domestication (except
5 the statement required by section 8982(b)(5)); or
6 (v) any other association, the statements required
7 by section 161(b) (relating to statement of
8 domestication) to be set forth in a statement of
9 domestication (except the statement required by section
10 161(b)(5)).
11 (2) A statement that the effectiveness of the statement
12 is contingent upon the subsequent filing of a statement of
13 consummation of domestication.
14 (3) A statement that the filing of the statement of
15 contingent domestication and the delegation of authority to
16 file a statement of consummation of domestication has been
17 authorized (unless its charter or other organic documents
18 require a greater vote):
19 (i) by a majority vote of the votes cast by all
20 shareholders entitled to vote thereon and, if any class
21 of shares is entitled to vote thereon as a class, a
22 majority of the votes cast in each class vote, in the
23 case of a corporation subject to section 4161;
24 (ii) by a majority vote of the votes cast by all
25 members, if any, entitled to vote thereon and, if any
26 class of members is entitled to vote thereon as a class,
27 a majority of the votes cast in each class vote, in the
28 case of a corporation subject to section 6161; [or]
29 (iii) by a majority vote of the votes cast by all
30 partners entitled to vote thereon and, if any class of
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1 partners is entitled to vote thereon as a class, a
2 majority of the votes cast in each class vote, in the
3 case of a limited partnership subject to section 8590;
4 (iv) by a majority vote of the votes cast by all
5 members entitled to vote thereon and, if any class of
6 members is entitled to vote thereon as a class, a
7 majority of the votes cast in each class vote, in the
8 case of a limited liability company subject to section
9 8982; or
10 (v) by a majority in interest of the shareholders,
11 members or other proprietors of the association in any
12 other case.
13 * * *
14 (f) Effect of filing statement of consummation of
15 domestication.--Upon the filing of a statement of consummation
16 of domestication, and until the filing of a statement of
17 termination of domestication, the association shall have the
18 status under the law of this Commonwealth of:
19 (1) a business corporation domesticated under section
20 4161, in the case of a corporation subject to that section;
21 (2) a nonprofit corporation domesticated under section
22 6161, in the case of a corporation subject to that section;
23 [or]
24 (3) a limited partnership domesticated under section
25 8590, in the case of a limited partnership subject to that
26 section;
27 (4) a limited liability company domesticated under
28 section 8982, in the case of a limited liability company
29 subject to that section; or
30 (5) an association domesticated under section 161, in
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1 any other case.
2 * * *
3 § 1103. Definitions.
4 Subject to additional definitions contained in subsequent
5 provisions of this subpart that are applicable to specific
6 provisions of this subpart, the following words and phrases when
7 used in this subpart shall have the meanings given to them in
8 this section unless the context clearly indicates otherwise:
9 * * *
10 "Representative." When used with respect to an association,
11 joint venture, trust or other enterprise, means a person
12 occupying the position or discharging the functions of a
13 director, officer, employee or agent thereof, regardless of the
14 name or title by which the person may be designated. The term
15 does not imply that a director, as such, is an agent of a
16 corporation.
17 * * *
18 § 1746. Supplementary coverage.
19 * * *
20 (c) Grounds.--Indemnification pursuant to subsection (a)
21 under any bylaw, agreement, vote of shareholders or directors or
22 otherwise may be granted for any action taken [or any failure to
23 take any action] and may be made whether or not the corporation
24 would have the power to indemnify the person under any other
25 provision of law except as provided in this section and whether
26 or not the indemnified liability arises or arose from any
27 threatened, pending or completed action by or in the right of
28 the corporation. Such indemnification is declared to be
29 consistent with the public policy of this Commonwealth.
30 § 2902. Definitions.
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1 The following words and phrases when used in this chapter
2 shall have the meanings given to them in this section unless the
3 context clearly indicates otherwise:
4 * * *
5 "Profession." Includes the performance of any type of
6 personal service to the public that requires as a condition
7 precedent to the performance of the service the obtaining of a
8 license or admission to practice or other legal authorization,
9 including all personal services that prior to the enactment of
10 the act of July 9, 1970 (P.L.461, No.160), known as the
11 Professional Corporation Law, could not lawfully be rendered by
12 means of a corporation. By way of example, and without limiting
13 the generality of the foregoing, the term includes for the
14 purposes of this chapter personal services rendered as an
15 architect, chiropractor, dentist, funeral director, osteopath,
16 podiatrist, physician, professional engineer, veterinarian,
17 certified public accountant or surgeon and, except as otherwise
18 prescribed by general rules, an attorney at law. [The] Except as
19 otherwise expressly provided by law, the definition specified in
20 this paragraph shall be applicable to this chapter only and
21 shall not affect the interpretation of any other statute or any
22 local zoning ordinance or other official document heretofore or
23 hereafter enacted or promulgated.
24 * * *
25 § 2923. ISSUANCE AND RETENTION OF SHARES. <--
26 (A) GENERAL RULE.--[SHARES] EXCEPT AS OTHERWISE PROVIDED BY
27 A STATUTE, RULE OR REGULATION APPLICABLE TO A PARTICULAR
28 PROFESSION, SHARES IN A PROFESSIONAL CORPORATION MAY BE
29 BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY, ONLY BY ONE OR MORE
30 LICENSED PERSONS AND ANY ISSUANCE OR TRANSFER OF SHARES IN
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1 VIOLATION OF THIS RESTRICTION SHALL BE VOID. A SHAREHOLDER OF A
2 PROFESSIONAL CORPORATION SHALL NOT ENTER INTO A VOTING TRUST,
3 PROXY OR ANY OTHER ARRANGEMENT VESTING ANOTHER PERSON (OTHER
4 THAN ANOTHER LICENSED PERSON WHO IS A DIRECT OR INDIRECT
5 SHAREHOLDER OF THE SAME CORPORATION) WITH THE AUTHORITY TO
6 EXERCISE THE VOTING POWER OF ANY OR ALL OF HIS SHARES, AND ANY
7 SUCH PURPORTED VOTING TRUST, PROXY OR OTHER ARRANGEMENT SHALL BE
8 VOID.
9 * * *
10 § 2924. Rendering professional services.
11 * * *
12 (b) Supporting staff.--This section shall not be interpreted
13 to preclude the use of clerks, secretaries, nurses,
14 administrators, bookkeepers, technicians and other assistants or
15 paraprofessionals who are not usually and ordinarily considered
16 by law, custom and practice to be rendering the professional
17 service or services for which the professional corporation was
18 incorporated nor to preclude the use of any other person who
19 performs all his employment under the direct supervision and
20 control of a licensed person. A person shall not, under the
21 guise of employment, render professional services unless duly
22 licensed or admitted to practice as required by law.
23 * * *
24 § 3132. OFFICERS. <--
25 [THE PRESIDENT, SECRETARY AND TREASURER OF AN INSURANCE
26 CORPORATION SHALL BE DIFFERENT PERSONS.] THE TREASURER OF AN
27 INSURANCE CORPORATION SHALL BE A NATURAL PERSON OF FULL AGE AND
28 MAY ALSO BE EITHER THE PRESIDENT OR THE SECRETARY OF THE
29 CORPORATION. THE PRESIDENT SHALL BE A DIRECTOR OF THE
30 CORPORATION.
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1 PART III
2 PARTNERSHIPS AND LIMITED
3 LIABILITY COMPANIES
4 § 8102. Interchangeability of partnership, limited liability
5 company and corporate forms of organization.
6 (a) General rule.--Subject to any restrictions on a specific
7 line of business made applicable by section 103 (relating to
8 subordination of title to regulatory laws):
9 (1) Any business that may be conducted in a corporate
10 form may also be conducted as a partnership or a limited
11 liability company.
12 (2) A domestic or foreign partnership or limited
13 liability company may exercise any right, power, franchise or
14 privilege that a domestic or foreign corporation engaged in
15 the same line of business might exercise under the laws of
16 this Commonwealth, including powers conferred by section 1511
17 (relating to additional powers of certain public utility
18 corporations) or other provisions of law granting the right
19 to a duly authorized corporation to take or occupy property
20 and make compensation therefor.
21 (b) Exceptions.--Subsection (a) shall not:
22 (1) Affect any law relating to the taxation of
23 partnerships, limited liability companies or corporations.
24 (2) Apply to a banking institution, credit union,
25 insurance corporation or savings association, unless the laws
26 relating thereto expressly contemplate the conduct of the
27 regulated business in partnership or limited liability
28 company form. See section 8911 (relating to purposes).
29 (3) [Permit] Except as otherwise provided by law, permit
30 a partnership to provide full limited liability for all of
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1 the investors therein or otherwise fail to preserve the
2 intrinsic differences between the partnership and corporate
3 forms.
4 § 8103. Continuation of certain limited partnerships and
5 limited liability companies.
6 (a) Scope.--This section shall apply to any domestic limited
7 partnership or limited liability company that elects to be
8 governed by this section. The election or a termination of the
9 election may be effected in the manner provided in section
10 8701(a) (relating to application of chapter). For purposes of
11 applying the provisions of section 8701(a) in the case of a
12 limited liability company, the members of the company shall be
13 deemed to be general partners and section 8701(a)(3) shall not
14 be applicable.
15 (b) [General rule] Limited partnerships.--The action under
16 section 8571(a)(4) (relating to nonjudicial dissolution) to
17 elect to continue the business of a limited partnership to which
18 this section applies or to appoint one or more replacement
19 general partners of the partnership, or both, may be effected by
20 less than all, but not less than a majority in interest, of the
21 partners.
22 (c) Limited liability companies.--The action under section
23 8971(a)(4) (relating to dissolution) to consent to continue the
24 business of a limited liability company to which this section
25 applies may be effected by less than all, but not less than a
26 majority in interest, of the members.
27 § 8104. Reserved power of General Assembly.
28 All present and future common or statutory law with respect
29 to the formation, organization or regulation of partnerships,
30 limited partnerships, electing partnerships or limited liability
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1 companies or prescribing powers, rights, duties or liabilities
2 of such associations or their general or limited partners,
3 members, managers, officers, agents or other representatives may
4 be revoked, amended or repealed.
5 § 8105. OWNERSHIP OF CERTAIN PROFESSIONAL PARTNERSHIPS. <--
6 EXCEPT AS OTHERWISE PROVIDED BY A STATUTE, RULE OR REGULATION
7 APPLICABLE TO A PARTICULAR PROFESSION, ALL OF THE PARTNERS IN A
8 PARTNERSHIP THAT RENDERS ONE OR MORE RESTRICTED PROFESSIONAL
9 SERVICES SHALL BE LICENSED PERSONS. AS USED IN THIS SECTION, THE
10 TERM "RESTRICTED PROFESSIONAL SERVICES" SHALL HAVE THE MEANING
11 SPECIFIED IN SECTION 8903 (RELATING TO DEFINITIONS).
12 CHAPTER 82
13 REGISTERED LIMITED LIABILITY PARTNERSHIPS
14 Subchapter
15 A. Domestic Registered Limited Liability Partnerships
16 B. Foreign Registered Limited Liability Partnerships
17 C. Annual Registration
18 SUBCHAPTER A
19 DOMESTIC REGISTERED LIMITED LIABILITY PARTNERSHIPS
20 Sec.
21 8201. Scope.
22 8202. Definitions.
23 8203. Name.
24 8204. Limitation on liability of partners.
25 8205. Liability of withdrawing partner.
26 8206. Insurance.
27 8207. Extraterritorial application of subchapter.
28 § 8201. Scope.
29 (a) Application of subchapter.--Subject to the limitations <--
30 in subsection (e), this THIS subchapter applies to a general or <--
19930H1719B4225 - 16 -
1 limited partnership formed under the laws of this Commonwealth
2 that registers under this section. Any partnership that desires
3 to register under this subchapter, or to amend or terminate its
4 registration, shall file in the Department of State a statement
5 of registration, amendment or termination, as the case may be,
6 which shall be signed by a general partner and shall set forth:
7 (1) The name of the partnership.
8 (2) Either:
9 (i) the address of the principal place of business
10 of the partnership, in the case of a general partnership;
11 or
12 (ii) subject to section 109 (relating to name of
13 commercial registered office provider in lieu of
14 registered address), the address, including street and
15 number, if any, of the registered office of the
16 partnership, in the case of a limited partnership.
17 (3) A statement that the partnership registers under
18 this subchapter or that the registration of the partnership
19 under this subchapter shall be amended or terminated, as the
20 case may be. If the statement relates to an amendment, the
21 amendment shall restate in full the statement of
22 registration.
23 (4) A statement that the registration, amendment or
24 termination has been authorized by at least a majority in
25 interest of the partners.
26 (b) Effect of filing.--Upon the filing of the statement of
27 registration, amendment or termination in the department, the
28 registration under this subchapter shall be effective, amended
29 or terminated, as the case may be. The effectiveness, amendment
30 or termination of the registration of a partnership under this
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1 subchapter shall not be deemed to cause a dissolution of the
2 partnership.
3 (c) Effect of registration.--As long as the registration
4 under this subchapter is in effect, the partnership shall be
5 governed by the provisions of this subchapter and, to the extent
6 not inconsistent with this subchapter, Chapter 83 (relating to
7 general partnerships) and, if a limited partnership, in
8 addition, Chapter 85 (relating to limited partnerships). Without
9 limiting the generality of the foregoing, a domestic or foreign
10 registered limited liability partnership shall be treated the
11 same as if it were not registered under this subchapter for
12 purposes of:
13 (1) determining whether it is a permissible form of
14 entity in which to conduct the practice of a profession; or
15 (2) the imposition by the Commonwealth or any political
16 subdivision of any tax or license fee on or with respect to
17 any income, property, privilege, transaction, subject or
18 occupation.
19 (d) Continuation of registration.--If a registered limited
20 liability partnership is dissolved and its business is continued
21 without liquidation of the partnership affairs, the registration
22 under this subchapter of the dissolved partnership shall
23 continue to be applicable to the partnership continuing the
24 business and it shall not be necessary to make a new filing
25 under this section until such time, if any, as the registration
26 is to be amended or terminated.
27 (e) Cross references.--See sections 134 (relating to
28 docketing statement) and 135 (relating to requirements to be met
29 by filed documents).
30 § 8202. Definitions.
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1 The following words and phrases when used in this chapter
2 shall have the meanings given to them in this section unless the
3 context clearly indicates otherwise:
4 "Foreign registered limited liability partnership." A
5 partnership that has registered under a law of any jurisdiction
6 other than this Commonwealth similar to this subchapter, whether
7 or not the partnership is required to register under section
8 8211 (relating to foreign registered limited liability
9 partnerships).
10 "Registered limited liability partnership" or "domestic
11 registered limited liability partnership." A partnership as to
12 which a registration under section 8201(a) (relating to scope)
13 is in effect.
14 § 8203. Name.
15 (a) General rule.--The name of a registered limited
16 liability partnership shall:
17 (1) Not be one rendered unavailable for use by a
18 corporation by any provision of section 1303(b) and (c)
19 (relating to corporate name).
20 (2) Contain the term "company," "limited" or "limited
21 liability partnership" or an abbreviation of one of those
22 terms, or words or abbreviations of like import in English or
23 any other language.
24 (b) Reservation of name.--The exclusive right to the use of
25 a name for purposes of this subchapter may be reserved and
26 transferred in the manner provided in section 1305 (relating to
27 reservation of corporate name).
28 § 8204. Limitation on liability of partners.
29 (a) General rule.--Except as provided in subsection (b), a
30 partner in a registered limited liability partnership shall not
19930H1719B4225 - 19 -
1 be individually liable directly or indirectly, whether by way of
2 indemnification, contribution or otherwise, for debts and
3 obligations of, or chargeable to, the partnership that arise
4 from any negligent or wrongful acts or misconduct committed by
5 another partner or other representative of the partnership.
6 (b) Exceptions.--
7 (1) Subsection (a) shall not apply to any debt or
8 obligation with respect to which the partnership is not in
9 compliance with section 8206(a) (relating to insurance).
10 (2) Subsection (a) shall not affect the liability of a
11 partner:
12 (i) Individually for any negligent or wrongful acts
13 or misconduct committed by him or by any person under his
14 direct supervision and control.
15 (ii) For any debts or obligations of the
16 partnership:
17 (A) arising from any cause other than those
18 specified in subsection (a); or
19 (B) as to which the partner has agreed in
20 writing to be liable.
21 (iii) To the extent expressly undertaken in the
22 partnership agreement or the certificate of limited
23 partnership.
24 (3) Subsection (a) shall not affect in any way:
25 (i) the liability of the partnership itself for all
26 its debts and obligations; or
27 (ii) the availability of the entire assets of the
28 partnership to satisfy its debts and obligations.
29 (c) Continuation of limited liability.--Neither the
30 termination of the registration of a partnership under this
19930H1719B4225 - 20 -
1 subchapter nor the dissolution of the partnership shall affect
2 the limitation on the liability of a partner in the partnership
3 under this section with respect to negligent or wrongful acts or
4 misconduct occurring while the registration under this
5 subchapter was in effect.
6 (d) Cross reference.--See section 103 (relating to
7 subordination of title to regulatory laws).
8 § 8205. Liability of withdrawing partner.
9 (a) General rule.--Except as provided in subsection (b), if
10 the business of a registered limited liability partnership is
11 continued without liquidation of the partnership affairs
12 following the dissolution of the partnership as a result of the
13 withdrawal for any reason of a partner, the withdrawing partner
14 shall not be individually liable directly or indirectly, whether
15 by way of indemnification, contribution or otherwise, for the
16 debts and obligations of either the dissolved partnership or any
17 partnership continuing the business if a statement of withdrawal
18 is filed as provided in this section.
19 (b) Exceptions.--Subsection (a) shall not affect the
20 liability of a partner:
21 (1) Individually for any negligent or wrongful acts or
22 misconduct committed by him or by any person under his direct
23 supervision and control.
24 (2) For any debts or obligations of the partnership as
25 to which the withdrawing partner has agreed in writing to be
26 liable.
27 (3) To the partnership for damages if the partnership
28 agreement prohibits the withdrawal of the partner or the
29 withdrawal otherwise violates the partnership agreement.
30 (4) Under section 8334 (relating to partner accountable
19930H1719B4225 - 21 -
1 as fiduciary).
2 (5) To the extent a debt or obligation of the
3 partnership has been expressly undertaken by the partner in
4 the partnership agreement or the certificate of limited
5 partnership.
6 (6) If the partnership subsequently dissolves within one
7 year after the date of withdrawal of the partner and the
8 business of the partnership is not continued following such
9 subsequent dissolution. This paragraph shall not be
10 applicable in the case of a withdrawal caused by:
11 (i) the death of the partner; or
12 (ii) the retirement of the partner pursuant to a
13 retirement policy of the dissolved partnership that has
14 been in effect prior to the retirement of the partner for
15 the shorter of one year or the period that the
16 partnership has been in existence.
17 (c) Statement of withdrawal.--A statement of withdrawal
18 shall be executed by the withdrawing partner or his personal
19 representative and shall set forth:
20 (1) The name of the registered limited liability
21 partnership.
22 (2) The name of the withdrawing partner.
23 (d) Filing and effectiveness.--The statement of withdrawal
24 shall be filed in the Department of State and shall be effective
25 upon filing. The withdrawing partner shall send a copy of the
26 filed statement of withdrawal to the registered limited
27 liability partnership.
28 (e) Cross references.--See sections 134 (relating to
29 docketing statement) and 135 (relating to requirements to be met
30 by filed documents).
19930H1719B4225 - 22 -
1 § 8206. Insurance.
2 (a) General rule.--In addition to any other insurance
3 required by any law of this Commonwealth, a registered limited
4 liability partnership shall carry liability insurance providing
5 coverage of at least the minimum coverage amount above any
6 applicable deductible and of a kind that covers the negligent or
7 wrongful acts or misconduct as to which the limitation on
8 liability provided by section 8204 (relating to limitation on
9 liability of partners) is sought.
10 (b) Use as evidence.--If the registered limited liability
11 partnership is in compliance with subsection (a), the
12 requirements of that subsection shall not be admissible nor in
13 any way made known to the jury in determining the issue of
14 liability for or extent of the debt or obligation or damages in
15 question.
16 (c) Alternative arrangements.--A registered limited
17 liability partnership shall be deemed to be in compliance with
18 subsection (a) if the partnership provides at least the minimum
19 coverage amount in funds specifically designated and segregated
20 for the satisfaction of judgments against the partnership or its
21 partners based on the kinds of negligent or wrongful acts or
22 misconduct as to which the limitation on liability provided by
23 section 8204 is sought, by:
24 (1) deposit in trust or in bank escrow of cash, bank
25 certificates of deposit or United States Treasury
26 obligations; or
27 (2) a bank letter of credit or insurance company bond.
28 (d) Definition.--As used in this section, the term "minimum
29 coverage amount" means $100,000 times the number of general
30 partners in excess of one, but in no event shall the minimum
19930H1719B4225 - 23 -
1 coverage amount be less than $100,000 or more than $1,000,000.
2 § 8207. Extraterritorial application of subchapter.
3 (a) Legislative intent.--It is the intent of the General
4 Assembly in enacting this subchapter that the legal existence of
5 registered limited liability partnerships organized in this
6 Commonwealth be recognized outside the boundaries of this
7 Commonwealth and that, subject to any reasonable requirement of
8 registration, a domestic registered limited liability
9 partnership transacting business outside this Commonwealth be
10 granted protection of full faith and credit under the
11 Constitution of the United States.
12 (b) Basis for determining liability of partners.--The
13 liability of partners in a registered limited liability
14 partnership shall at all times be determined under Chapters 83
15 (relating to general partnerships) and 85 (relating to limited
16 partnerships) as modified by the provisions of this subchapter.
17 (c) Conflict of laws.--The personal liability of a partner
18 of a registered limited liability partnership to any person or
19 in any action or proceeding for the debts, obligations or
20 liabilities of the partnership or for the acts or omissions of
21 other partners or representatives of the partnership shall be
22 governed solely and exclusively by the laws of this
23 Commonwealth. Whenever a conflict arises between the laws of
24 this Commonwealth and the laws of any other state with regard to
25 the liability of partners of a registered limited liability
26 partnership registered under this subchapter for the debts,
27 obligations and liabilities of the partnership or for the acts
28 or omissions of the other partners or representatives of the
29 partnership, the laws of this Commonwealth shall govern in
30 determining such liability.
19930H1719B4225 - 24 -
1 SUBCHAPTER B
2 FOREIGN REGISTERED LIMITED LIABILITY PARTNERSHIPS
3 Sec.
4 8211. Foreign registered limited liability partnerships.
5 § 8211. Foreign registered limited liability partnerships.
6 (a) Governing law.--Subject to the Constitution of
7 Pennsylvania:
8 (1) The laws of the jurisdiction under which a foreign
9 registered limited liability partnership is organized govern
10 its organization and internal affairs and the liability of
11 its partners.
12 (2) A foreign registered limited liability partnership
13 may not be denied registration by reason of any difference
14 between those laws and the laws of this Commonwealth.
15 (b) Registration to do business.--A foreign registered
16 limited liability partnership, regardless of whether or not it
17 is also a foreign limited partnership, shall be subject to
18 Subchapter K of Chapter 85 (relating to foreign limited
19 partnerships) as if it were a foreign limited partnership,
20 except that the name under which the foreign registered limited
21 liability partnership registers and conducts business in this
22 Commonwealth shall comply with the requirements of section 8203
23 (relating to name).
24 SUBCHAPTER C
25 ANNUAL REGISTRATION
26 Sec.
27 8221. Annual registration.
28 § 8221. Annual registration.
29 (a) General rule.--Every domestic registered limited
30 liability partnership in existence on December 31 of any year
19930H1719B4225 - 25 -
1 and every foreign registered limited liability partnership that
2 is registered to do business in this Commonwealth on December 31
3 of any year shall file in the Department of State with respect
4 to that year, and on or before April 15 of the following year, a
5 certificate of annual registration on a form provided by the
6 department, signed by a general partner and accompanied by the
7 annual registration fee prescribed by subsection (b). The
8 department shall not charge a fee other than the annual
9 registration fee for filing the certificate of annual
10 registration.
11 (b) Annual registration fee.--
12 (1) Except as provided in paragraph (2), the THE annual <--
13 registration fee to be paid when filing a certificate of
14 annual registration shall be equal to $250 A BASE FEE OF $200 <--
15 times the number of persons who were general partners of the
16 partnership on December 31 of the year with respect to which
17 the certificate of annual registration is being filed and
18 who:
19 (i) in the case of a natural person, had his
20 principal residence on the THAT date in this <--
21 Commonwealth; or
22 (ii) in the case of any other person, was
23 incorporated or otherwise organized or existing ON THAT <--
24 DATE under the laws of this Commonwealth.
25 (2) Regardless of the number of general partners of a <--
26 partnership, the annual registration fee shall not be more
27 than $20,000.
28 (2) THE BASE FEE OF $200 SHALL BE INCREASED ON DECEMBER <--
29 31, 1997, AND DECEMBER 31 OF EVERY THIRD YEAR THEREAFTER, BY
30 THE PERCENTAGE INCREASE IN THE CONSUMER PRICE INDEX FOR URBAN
19930H1719B4225 - 26 -
1 WORKERS DURING THE MOST RECENT THREE CALENDAR YEARS FOR WHICH
2 THAT INDEX IS AVAILABLE ON THE DATE OF ADJUSTMENT. EACH
3 ADJUSTMENT UNDER THIS PARAGRAPH SHALL BE ROUNDED UP TO THE
4 NEAREST $10.
5 (c) Notice of annual registration.--Not later than February
6 1 of each year, the department shall give notice to every
7 partnership required to file a certificate of annual
8 registration with respect to the preceding year of the
9 requirement to file the certificate. The notice SHALL STATE THE <--
10 AMOUNT OF THE BASE FEE PAYABLE UNDER SUBSECTION (B)(1), AS
11 ADJUSTED PURSUANT TO SUBSECTION (B)(2), IF APPLICABLE, AND shall
12 be accompanied by the form of certificate of annual registration
13 to be filed. Failure by the department to give notice to any
14 party, or failure by any party to receive notice, of the annual
15 registration requirement shall not relieve the party of the
16 obligation to file the certificate of annual registration.
17 (d) Credit to Corporation Bureau Restricted Account.--The
18 annual registration fee shall not be deemed to be an amount
19 received by the department under Subchapter C of Chapter 1 for
20 purposes of section 155 (relating to disposition of funds),
21 except that $25 of the fee shall be credited to the Corporation
22 Bureau Restricted Account.
23 (e) Functions of Department of State.--The Department of <--
24 State shall not inquire into the accuracy of any information or
25 statement set forth in a certificate of annual registration.
26 (f) (E) Annual fee to be lien.--Failure to pay the annual <--
27 registration fee imposed by this section shall not affect the
28 existence or status of the registered limited liability
29 partnership as such, but the annual registration fee shall be a
30 lien, from the time the annual registration fee is due and
19930H1719B4225 - 27 -
1 payable, upon all of the property and proceeds thereof of the
2 registered limited liability partnership in which a security
3 interest can be perfected in whole or in part by filing in the
4 department under 13 Pa.C.S. Div. 9 (relating to secured
5 transactions; sales of accounts, contract rights and chattel
6 paper), whether the property and proceeds are owned by the
7 partnership at the time the annual registration fee becomes due
8 and payable or are acquired thereafter. Except as otherwise
9 provided by statute, the lien created by this subsection shall
10 have priority over all other liens, security interests or other
11 charges, except liens for taxes or other charges due the
12 Commonwealth. The lien created by this subsection shall be
13 entered on the records of the department and indexed in the same
14 manner as a financing statement filed under 13 Pa.C.S. Div. 9.
15 At the time an annual registration fee that has resulted in the
16 creation of a lien under this subsection is paid, the department
17 shall terminate the lien with respect to that annual
18 registration fee without requiring a separate filing by the
19 partnership for that purpose.
20 § 8311. Partnership defined.
21 * * *
22 (b) Exceptions.--Any association formed under any statute of
23 this Commonwealth except this chapter or corresponding
24 provisions of prior law, or under any statute adopted by
25 authority other than the authority of this Commonwealth, is not
26 a partnership under this chapter unless the association would
27 have been a partnership in this Commonwealth prior to March 26,
28 1915. This chapter shall apply to registered limited liability
29 partnerships, limited partnerships, limited liability companies
30 and electing partnerships, except insofar as the statutes
19930H1719B4225 - 28 -
1 relating to those [partnerships] associations are inconsistent
2 with this chapter.
3 § 8503. Definitions.
4 The following words and phrases when used in this chapter
5 shall have the meanings given to them in this section unless the
6 context clearly indicates otherwise:
7 "Certificate of limited partnership." The certificate
8 referred to in section 8511 (relating to certificate of limited
9 partnership) and the certificate as amended. The term includes
10 any other statements or certificates permitted or required to be
11 filed in the Department of State by sections 108 (relating to
12 change in location or status of registered office provided by
13 agent) and 138 (relating to statement of correction) or this
14 [chapter] part. If an amendment of the certificate of limited
15 partnership or a certificate of merger made in the manner
16 permitted by this chapter restates the certificate in its
17 entirety or if there is a certificate of consolidation,
18 thenceforth the "certificate of limited partnership" shall not
19 include any prior documents and any certificate issued by the
20 department with respect thereto shall so state.
21 * * *
22 "Foreign limited partnership." A partnership formed under
23 the laws of any jurisdiction other than this Commonwealth and
24 having as partners one or more general partners and one or more
25 limited partners, whether or not required to register under
26 Subchapter [J] K (relating to foreign limited partnerships).
27 * * *
28 "Qualified foreign limited partnership." A foreign limited
29 partnership that is registered under Subchapter [J] K (relating
30 to foreign limited partnerships) to do business in this
19930H1719B4225 - 29 -
1 Commonwealth.
2 * * *
3 § 8510. Indemnification.
4 * * *
5 (c) Grounds.--Indemnification pursuant to subsection (a) may
6 be granted for any action taken [or any failure to take any
7 action] and may be made whether or not the limited partnership
8 would have the power to indemnify the person under any other
9 provision of law except as provided in this section and whether
10 or not the indemnified liability arises or arose from any
11 threatened, pending or completed action by or in the right of
12 the limited partnership. Such indemnification is declared to be
13 consistent with the public policy of this Commonwealth.
14 * * *
15 § 8513. Cancellation of certificate.
16 * * *
17 (d) Dissolution by domestication.--Whenever a domestic
18 limited partnership has domesticated itself under the laws of
19 another jurisdiction by action similar to that provided by
20 section 8590 (relating to domestication) and has authorized that
21 action by the vote required by this chapter for the approval of
22 a proposal that the limited partnership dissolve voluntarily,
23 the limited partnership may surrender its certificate of limited
24 partnership under the laws of this Commonwealth by filing in the
25 department a certificate of cancellation under subsection (a).
26 [(d)] (e) Cross references.--See sections 134 (relating to
27 docketing statement) and 8514 (relating to execution of
28 certificates).
29 § 8514. Execution of certificates.
30 (a) General rule.--Each certificate or other document
19930H1719B4225 - 30 -
1 required or permitted by this chapter to be filed in the
2 Department of State shall be executed in the following manner:
3 * * *
4 (8) A certificate of merger [or], consolidation or
5 division must be signed by a general partner.
6 * * *
7 (12) A certificate of domestication must be signed by a
8 general partner.
9 * * *
10 § 8523. Liability of limited partners to third parties.
11 * * *
12 (f) Professional relationship unaffected.--Subsection (a)
13 shall not afford limited partners of a limited partnership
14 providing professional services with greater immunity than is
15 available to the officers, shareholders, employees or agents of
16 a professional corporation. See section 2925 (relating to
17 professional relationship retained).
18 (g) Disciplinary jurisdiction unaffected.--A limited
19 partnership providing professional services shall be subject to
20 the applicable rules and regulations adopted by, and all the
21 disciplinary powers of, the court, department, board, commission
22 or other government unit regulating the profession in which the
23 limited partnership is engaged. The court, department, board or
24 other government unit may require that a limited partnership
25 include in its certificate of limited partnership provisions
26 that conform to any rule or regulation heretofore or hereafter
27 promulgated for the purpose of enforcing the ethics of a
28 profession. This chapter shall not affect or impair the
29 disciplinary powers of the court, department, board, commission
30 or other government unit over licensed persons or any law, rule
19930H1719B4225 - 31 -
1 or regulation pertaining to the standards for professional
2 conduct of licensed persons or to the professional relationship
3 between any licensed person rendering professional services and
4 the person receiving professional services.
5 § 8545. Merger and consolidation of limited partnerships
6 authorized.
7 * * *
8 (c) Business trusts and other associations.--The provisions
9 of this subchapter applicable to domestic and foreign limited
10 partnerships shall also be applicable to a merger or
11 consolidation to which a domestic limited partnership is a party
12 or in which such a partnership is the resulting entity with or
13 into a domestic or foreign corporation, business trust, general
14 partnership or other association. Except as otherwise provided
15 by law in this or any other state, the powers and duties vested
16 in and imposed upon the general partners and limited partners in
17 this subchapter shall be exercised and performed by the group of
18 persons under the direction of whom the business and affairs of
19 the corporation, business trust or other association are managed
20 and the holders or owners of shares or other interests in the
21 corporation, business trust or other association, respectively,
22 irrespective of the names by which the managing group and the
23 holders or owners of shares or other interests are designated.
24 The units into which the shares or other interests in the
25 corporation, business trust or other association are divided
26 shall be deemed to be partnership interests for the purposes of
27 applying the provisions of this subchapter to a merger or
28 consolidation involving the corporation, business trust or other
29 association.
30 SUBCHAPTER J
19930H1719B4225 - 32 -
1 DIVISION
2 Sec.
3 8576. Division authorized.
4 8577. Proposal and adoption of plan of division.
5 8578. Division without approval of limited partners.
6 8579. Certificate of division.
7 8580. Effect of division.
8 § 8576. Division authorized.
9 (a) Division of domestic limited partnership.--Any domestic
10 limited partnership may, in the manner provided in this
11 subchapter, be divided into two or more domestic limited
12 partnerships organized or to be organized under this chapter, or
13 into one or more domestic limited partnerships and one or more
14 foreign limited partnerships to be organized under the laws of
15 another jurisdiction or jurisdictions, or into two or more
16 foreign limited partnerships, if the laws of the other
17 jurisdictions authorize the division.
18 (b) Division of foreign limited partnership.--Any foreign
19 limited partnership may, in the manner provided in this
20 subchapter, be divided into one or more domestic limited
21 partnerships to be organized under this chapter and one or more
22 foreign limited partnerships organized or to be organized under
23 the laws of another jurisdiction or jurisdictions, or into two
24 or more domestic limited partnerships, if the foreign limited
25 partnership is authorized under the laws of the jurisdiction
26 under which it is organized to effect a division.
27 (c) Surviving and new limited partnerships.--The limited
28 partnership effecting a division, if it survives the division,
29 is designated in this subchapter as the surviving limited
30 partnership. All limited partnerships originally organized by a
19930H1719B4225 - 33 -
1 division are designated in this subchapter as new limited
2 partnerships. The surviving limited partnership, if any, and the
3 new limited partnership or partnerships are collectively
4 designated in this subchapter as the resulting limited
5 partnerships.
6 § 8577. Proposal and adoption of plan of division.
7 (a) Preparation of plan.--A plan of division shall be
8 prepared, setting forth:
9 (1) The terms and conditions of the division, including
10 the manner and basis of:
11 (i) The reclassification of the partnership
12 interests in the surviving limited partnership, if there
13 be one, and, if any of the partnership interests in the
14 dividing limited partnership are not to be converted
15 solely into partnership interests or other securities or
16 obligations of one or more of the resulting limited
17 partnerships, the partnership interests or other
18 securities or obligations of any other person or cash,
19 property or rights that the holders of the partnership
20 interests are to receive in exchange for or upon
21 conversion of the partnership interests, and the
22 surrender of any certificates evidencing them, which
23 securities or obligations, if any, of any other person or
24 cash, property or rights may be in addition to or in lieu
25 of partnership interests or other securities or
26 obligations of one or more of the resulting limited
27 partnerships.
28 (ii) The disposition of the partnership interests
29 and other securities or obligations, if any, of the new
30 limited partnership or partnerships resulting from the
19930H1719B4225 - 34 -
1 division.
2 (2) A statement that the dividing limited partnership
3 will or will not survive the division.
4 (3) Any changes desired to be made in the certificate of
5 limited partnership of the surviving limited partnership, if
6 there be one, including a restatement of the certificate.
7 (4) The certificates of limited partnership required by
8 subsection (c).
9 (5) Such other provisions as are deemed desirable.
10 (b) Reference to outside facts.--Any of the terms of the
11 plan may be made dependent upon facts ascertainable outside of
12 the plan if the manner in which the facts will operate upon the
13 terms of the plan is set forth in the plan.
14 (c) Certificates of limited partnership of new limited
15 partnerships.--There shall be included in or annexed to the plan
16 of division:
17 (1) Certificates of limited partnership, which shall
18 contain all of the statements required by this chapter to be
19 set forth in a restated certificate of limited partnership,
20 for each of the new domestic limited partnerships, if any,
21 resulting from the division.
22 (2) Certificates of limited partnership or other
23 organizational documents for each of the new foreign limited
24 partnerships, if any, resulting from the division.
25 (d) Proposal and adoption.--Except as otherwise provided in
26 section 8578 (relating to division without approval of limited
27 partners), the plan of division shall be proposed and adopted,
28 and may be amended after its adoption and termination, by a
29 domestic limited partnership in the manner provided for the
30 proposal, adoption, amendment and termination of a plan of
19930H1719B4225 - 35 -
1 merger in Subchapter F (relating to merger and consolidation),
2 except section 8546(g) (relating to approval of merger or
3 consolidation), or, if the dividing limited partnership is a
4 foreign limited partnership, in accordance with the laws of the
5 jurisdiction in which it is organized. There shall be included
6 in or enclosed with the notice of the meeting of limited
7 partners to act on the plan, a copy or a summary of the plan.
8 (e) Restrictions on certain distributions.--A plan of
9 division may not be made effective if the effect of the plan is
10 to make a distribution to the holders of any class or series of
11 partnership interests of the dividing limited partnership unless
12 the distribution is permitted by section 8557 (relating to
13 limitations on distribution).
14 (f) Action by holders of indebtedness.--Unless otherwise
15 provided by an indenture or other contract by which the dividing
16 limited partnership is bound, a plan of division shall not
17 require the approval of the holders of any debt securities or
18 other obligations of the dividing limited partnership or of any
19 representative of the holders, if the transfer of assets
20 effected by the division, if effected by means of a sale, lease,
21 exchange or other disposition, and any related distribution,
22 would not require the approval of the holders or representatives
23 thereof.
24 (g) Special requirements.--If any provision of the
25 certificate of limited partnership or partnership agreement of a
26 dividing domestic limited partnership adopted before (in
27 preparing this act for printing in the Laws of Pennsylvania and
28 the Pennsylvania Consolidated Statutes, the Legislative
29 Reference Bureau shall insert here, in lieu of this statement,
30 the effective date of this section), requires for the proposal
19930H1719B4225 - 36 -
1 or adoption of a plan of merger or consolidation a specific
2 number or percentage of votes of general or limited partners or
3 other special procedures, the plan of division shall not be
4 proposed or adopted by the general or limited partners without
5 that number or percentage of votes or compliance with the other
6 special procedures.
7 § 8578. Division without approval of limited partners.
8 Unless otherwise restricted by its partnership agreement, a
9 plan of division that does not alter the state of organization
10 of a limited partnership nor amend in any respect the provisions
11 of its certificate of limited partnership or partnership
12 agreement (except amendments that may be made without action by
13 the limited partners) shall not require the approval of the
14 limited partners of the limited partnership if:
15 (1) the dividing limited partnership survives the
16 division and all the partnership interests and other
17 securities and obligations, if any, of all new limited
18 partnerships resulting from the plan are owned solely by the
19 surviving limited partnership; or
20 (2) the transfers of assets effected by the division, if
21 effected by means of a sale, lease, exchange or other
22 disposition, would not require the approval of the limited
23 partners.
24 § 8579. Certificate of division.
25 (a) Contents.--Upon the adoption of a plan of division by
26 the limited partnership desiring to divide, as provided in this
27 subchapter, a certificate of division shall be executed by the
28 limited partnership and shall, subject to section 109 (relating
29 to name of commercial registered office provider in lieu of
30 registered address), set forth:
19930H1719B4225 - 37 -
1 (1) The name and the location of the registered office,
2 including street and number, if any, of the dividing domestic
3 limited partnership or, in the case of a dividing foreign
4 limited partnership, the name of the limited partnership and
5 the jurisdiction in which it is organized, together with
6 either:
7 (i) If a qualified foreign limited partnership, the
8 address, including street and number, if any, of its
9 registered office in this Commonwealth.
10 (ii) If a nonqualified foreign limited partnership,
11 the address, including street and number, if any, of its
12 principal office under the laws of that jurisdiction.
13 (2) The statute under which the dividing limited
14 partnership was organized and the date of organization.
15 (3) A statement that the dividing limited partnership
16 will or will not survive the division.
17 (4) The name and the address, including street and
18 number, if any, of the registered office of each new domestic
19 limited partnership or qualified foreign limited partnership
20 resulting from the division.
21 (5) If the plan is to be effective on a specific date,
22 the hour, if any, and the month, day and year of the
23 effective date.
24 (6) The manner in which the plan was adopted by the
25 limited partnership.
26 (7) The plan of division.
27 (b) Filing.--The certificate of division, and the
28 certificates or statement, if any, required by section 139
29 (relating to tax clearance of certain fundamental transactions)
30 shall be filed in the Department of State.
19930H1719B4225 - 38 -
1 (c) Effective date of certificate of division.--Upon the
2 filing of a certificate of division in the Department of State
3 or upon the effective date specified in the plan of division,
4 whichever is later, the division shall become effective. The
5 division of a domestic limited partnership into one or more
6 foreign limited partnerships or the division of a foreign
7 limited partnership shall be effective according to the laws of
8 the jurisdictions where the foreign limited partnerships are or
9 are to be organized, but not until a certificate of division has
10 been adopted and filed as provided in this subchapter.
11 (d) Cross references.--See sections 134 (relating to
12 docketing statement), 135 (relating to requirements to be met by
13 filed documents) and 8514 (relating to execution of
14 certificates).
15 § 8580. Effect of division.
16 (a) Multiple resulting limited partnerships.--Upon the
17 division becoming effective, the dividing limited partnership
18 shall be subdivided into the distinct and independent resulting
19 limited partnerships named in the plan of division and, if the
20 dividing limited partnership is not to survive the division, the
21 existence of the dividing limited partnership shall cease. The
22 resulting limited partnerships, if they are domestic limited
23 partnerships, shall not thereby acquire authority to engage in
24 any business or exercise any right that a limited partnership
25 may not be organized under this chapter to engage in or
26 exercise. Any resulting foreign limited partnership that is
27 stated in the certificate of division to be a qualified foreign
28 limited partnership shall be a qualified foreign limited
29 partnership under Subchapter K (relating to foreign limited
30 partnerships), and the certificate of division shall be deemed
19930H1719B4225 - 39 -
1 to be the application for registration as a foreign limited
2 partnership of the limited partnership.
3 (b) Property rights.--
4 (1) (i) All the property, real, personal and mixed, of
5 the dividing limited partnership, and all debts due on
6 whatever account to it, including subscriptions for
7 partnership interests or other causes of action belonging
8 to it, shall (except as otherwise provided in paragraph
9 (2)), to the extent transfers of assets are contemplated
10 by the plan of division, be deemed without further action
11 to be transferred to and vested in the resulting limited
12 partnerships on such a manner and basis and with such
13 effect as is specified in the plan, or per capita among
14 the resulting limited partnerships, as tenants in common,
15 if no specification is made in the plan, and the title to
16 any real estate, or interest therein, vested in any of
17 the limited partnerships shall not revert or be in any
18 way impaired by reason of the division.
19 (ii) Upon the division becoming effective, the
20 resulting limited partnerships shall each thenceforth be
21 responsible as separate and distinct limited partnerships
22 only for such liabilities as each limited partnership may
23 undertake or incur in its own name but shall be liable
24 for the liabilities of the dividing limited partnership
25 in the manner and on the basis provided in subparagraphs
26 (iv) and (v).
27 (iii) Liens upon the property of the dividing
28 limited partnership shall not be impaired by the
29 division.
30 (iv) One or more, but less than all, of the
19930H1719B4225 - 40 -
1 resulting limited partnerships shall be free of the
2 liabilities of the dividing limited partnership to the
3 extent, if any, specified in the plan, if no fraud of
4 creditors or partners or violation of law shall be
5 effected thereby, and if all applicable provisions of law
6 are complied with.
7 (v) If the conditions in subparagraph (iv) for
8 freeing one or more of the resulting limited partnerships
9 from the liabilities of the dividing limited partnership
10 are not satisfied, the liabilities of the dividing
11 limited partnership shall not be affected by the division
12 nor shall the rights of creditors thereof or of any
13 person dealing with the limited partnership be impaired
14 by the division and any claim existing or action or
15 proceeding pending by or against the limited partnership
16 may be prosecuted to judgment as if the division had not
17 taken place, or the resulting limited partnerships may be
18 proceeded against or substituted in its place as joint
19 and several obligors on such liability, regardless of any
20 provision of the plan of division apportioning the
21 liabilities of the dividing limited partnership.
22 (2) (i) The transfer of any fee or freehold interest or
23 leasehold having a remaining term of 30 years or more in
24 any tract or parcel of real property situate in this
25 Commonwealth owned by a dividing limited partnership
26 (including property owned by a foreign limited
27 partnership dividing solely under the law of another
28 jurisdiction) to a new limited partnership resulting from
29 the division shall not be effective until one of the
30 following documents is filed in the office for the
19930H1719B4225 - 41 -
1 recording of deeds of the county, or each of them, in
2 which the tract or parcel is situated:
3 (A) A deed, lease or other instrument of
4 confirmation describing the tract or parcel.
5 (B) A duly executed duplicate original copy of
6 the certificate of division.
7 (C) A copy of the certificate of division
8 certified by the Department of State.
9 (D) A declaration of acquisition setting forth
10 the value of real estate holdings in the county of
11 the limited partnership as an acquired company.
12 (ii) The provisions of 75 Pa.C.S. § 1114 (relating
13 to transfer of vehicle by operation of law) shall not be
14 applicable to a transfer of ownership of any motor
15 vehicle, trailer or semitrailer from a dividing limited
16 partnership to a new limited partnership under this
17 section or under a similar law of any other jurisdiction
18 but any such transfer shall be effective only upon
19 compliance with the requirements of 75 Pa.C.S. § 1116
20 (relating to issuance of new certificate following
21 transfer).
22 (c) Taxes.--Any taxes, penalties and public accounts of the
23 Commonwealth, claimed against the dividing limited partnership
24 but not settled, assessed or determined prior to the division,
25 shall be settled, assessed or determined against any of the
26 resulting limited partnerships and, together with interest
27 thereon, shall be a lien against the property, both real and
28 personal, of all the limited partnerships. Upon the application
29 of the dividing limited partnership, the Department of Revenue,
30 with the concurrence of the Office of Employment Security of the
19930H1719B4225 - 42 -
1 Department of Labor and Industry, shall release one or more, but
2 less than all, of the resulting limited partnerships from
3 liability and liens for all taxes, penalties and public accounts
4 of the dividing limited partnership due the Commonwealth for
5 periods prior to the effective date of the division if those
6 departments are satisfied that the public revenues will be
7 adequately secured.
8 (d) Certificate of limited partnership of surviving limited
9 partnership.--The certificate of limited partnership of the
10 surviving limited partnership, if there be one, shall be deemed
11 to be amended to the extent, if any, that changes in its
12 certificate of limited partnership are stated in the plan of
13 division.
14 (e) Certificates of limited partnership of new limited
15 partnerships.--The statements that are set forth in the plan of
16 division with respect to each new domestic limited partnership
17 and that are required or permitted to be set forth in a restated
18 certificate of limited partnership of limited partnerships
19 organized under this chapter, or the certificate of limited
20 partnership of each new limited partnership set forth therein,
21 shall be deemed to be the certificate of limited partnership of
22 each new limited partnership.
23 (f) Disposition of partnership interests.--Unless otherwise
24 provided in the plan, the partnership interests and other
25 securities or obligations, if any, of each new limited
26 partnership resulting from the division shall be distributable
27 to:
28 (1) the surviving limited partnership, if the dividing
29 limited partnership survives the division; or
30 (2) the partners of the dividing limited partnership in
19930H1719B4225 - 43 -
1 the proportions in which the partners share in distributions,
2 in any other case.
3 SUBCHAPTER [J] K
4 FOREIGN LIMITED PARTNERSHIPS
5 * * *
6 § 8590. Domestication.
7 (a) General rule.--Any qualified foreign limited partnership
8 may become a domestic limited partnership by filing in the
9 Department of State a certificate of domestication. The
10 certificate of domestication, upon being filed in the
11 department, shall constitute the certificate of limited
12 partnership of the domesticated foreign limited partnership, and
13 it shall thereafter continue as a limited partnership which
14 shall be a domestic limited partnership subject to this chapter.
15 (b) Certificate of domestication.--The certificate of
16 domestication shall be executed by the limited partnership and
17 shall set forth in the English language:
18 (1) The name of the limited partnership. If the name is
19 in a foreign language, it shall be set forth in Roman letters
20 or characters or Arabic or Roman numerals.
21 (2) Subject to section 109 (relating to name of
22 commercial registered office provider in lieu of registered
23 address), the address, including street and number, if any,
24 of its registered office in this Commonwealth.
25 (3) A statement that upon domestication the limited
26 partnership will be subject to the domestic limited
27 partnership provisions of the Pennsylvania Revised Uniform
28 Limited Partnership Act and, if desired, a brief statement of
29 the purpose or purposes for which it is to be domesticated
30 which shall be a purpose or purposes for which a domestic
19930H1719B4225 - 44 -
1 limited partnership may be organized under this chapter and
2 which may consist of or include a statement that the limited
3 partnership shall have unlimited power to engage in and to do
4 any lawful act concerning any or all lawful business for
5 which limited partnerships may be organized under the
6 Pennsylvania Revised Uniform Limited Partnership Act.
7 (4) Any desired provisions relating to the manner and
8 basis of reclassifying the partnership interests in the
9 limited partnership.
10 (5) A statement that the filing of the certificate of
11 domestication and, if desired, the renunciation of the
12 original certificate of limited partnership of the limited
13 partnership has been authorized (unless its certificate of
14 limited partnership or other organic documents require a
15 greater vote) by a majority of the votes cast by all partners
16 entitled to vote thereon and, if any class of partners is
17 entitled to vote thereon as a class, a majority of the votes
18 cast in each class vote.
19 (6) Any other provisions authorized by this chapter to
20 be set forth in an original certificate of limited
21 partnership.
22 See sections 134 (relating to docketing statement), 135
23 (relating to requirements to be met by filed documents) and 8514
24 (relating to execution of certificates).
25 (c) Effect of domestication.--As a domestic limited
26 partnership, the domesticated limited partnership shall no
27 longer be a foreign limited partnership for the purposes of this
28 chapter and shall have all the powers and privileges and be
29 subject to all the duties and limitations granted and imposed
30 upon domestic limited partnerships. The property, debts, liens,
19930H1719B4225 - 45 -
1 estates, taxes, penalties and public accounts due the
2 Commonwealth shall continue to be vested in and imposed upon the
3 limited partnership to the same extent as if it were the
4 successor by merger of the domesticating limited partnership
5 with and into a domestic limited partnership under Subchapter F
6 (relating to merger and consolidation). The partnership
7 interests in the domesticated limited partnership shall be
8 unaffected by the domestication except to the extent, if any,
9 reclassified in the certificate of domestication.
10 SUBCHAPTER [K] L
11 DERIVATIVE ACTIONS
12 * * *
13 § 8705. Limited liability in certain cases.
14 * * *
15 (c) Professional relationship unaffected.--Subsection (a)
16 shall not afford the partners of an electing partnership
17 providing professional services with greater immunity than is
18 available to the officers, shareholders, employees or agents of
19 a professional corporation. See section 2925 (relating to
20 professional relationship retained).
21 CHAPTER 89
22 LIMITED LIABILITY COMPANIES
23 Subchapter
24 A. Preliminary Provisions
25 B. Organization; Certificate of Organization
26 C. Powers, Duties and Safeguards
27 D. Financial Provisions
28 E. Management and Members
29 F. Amendment of Certificate
30 G. Mergers and Consolidations
19930H1719B4225 - 46 -
1 H. Division
2 I. Dissolution
3 J. Foreign Companies
4 K. Actions
5 L. Restricted Professional Companies
6 SUBCHAPTER A
7 PRELIMINARY PROVISIONS
8 Sec.
9 8901. Short title of chapter.
10 8902. Legislative intent.
11 8903. Definitions.
12 8904. Rules for cases not provided for in this chapter.
13 8905. Name.
14 8906. Registered office.
15 8907. Execution of documents.
16 8908. Election of professional association to become limited
17 liability company.
18 § 8901. Short title of chapter.
19 This chapter shall be known and may be cited as the Limited
20 Liability Company Law of (in printing this act in the Laws of
21 Pennsylvania and the Pennsylvania Consolidated Statutes, the
22 Legislative Reference Bureau shall insert here, in lieu of this
23 statement, the calendar year of enactment of this act).
24 § 8902. Legislative intent.
25 It is the intent of the General Assembly in enacting this
26 chapter that the legal existence of limited liability companies
27 organized in this Commonwealth be recognized outside the
28 boundaries of this Commonwealth and that, subject to any
29 reasonable requirement of registration, a domestic limited
30 liability company transacting business outside this Commonwealth
19930H1719B4225 - 47 -
1 be granted protection of full faith and credit under the
2 Constitution of the United States.
3 § 8903. Definitions.
4 The following words and phrases when used in this chapter
5 shall have the meanings given to them in this section unless the
6 context clearly indicates otherwise:
7 "Bankrupt." A person who is the subject of:
8 (1) an order for relief, or a voluntary case, under 11
9 U.S.C. (relating to bankruptcy);
10 (2) a comparable order or case under a successor statute
11 of general application; or
12 (3) a comparable order or case under a State insolvency
13 act.
14 "Certificate of organization." The certificate of
15 organization referred to in section 8913 (relating to
16 certificate of organization) and the certificate of organization
17 as amended. The term includes any other statements or
18 certificates permitted or required to be filed in the Department
19 of State by sections 108 (relating to change in location or
20 status of registered office provided by agent) and 138 (relating
21 to statement of correction) or this part. If an amendment of the
22 certificate of organization or a certificate of merger or
23 division made in the manner permitted by this chapter restates
24 the certificate of organization in its entirety or if there is a
25 certificate of consolidation or domestication, thenceforth the
26 certificate of organization shall not include any prior
27 documents and any certificate issued by the Department of State
28 with respect thereto shall so state.
29 "Court." Subject to any inconsistent general rule prescribed
30 by the Supreme Court of Pennsylvania:
19930H1719B4225 - 48 -
1 (1) the court of common pleas of the judicial district
2 embracing the county where the registered office of the
3 limited liability company is or is to be located; or
4 (2) where a company results from a merger,
5 consolidation, division or other transaction without
6 establishing a registered office in this Commonwealth or
7 withdraws as a foreign limited liability company, the court
8 of common pleas in which venue would have been laid
9 immediately prior to the transaction or withdrawal.
10 "Department." The Department of State of the Commonwealth.
11 "Domestic restricted professional company" or "restricted
12 professional company." A limited liability company that renders
13 one or more restricted professional services.
14 "Entitled to vote." Those persons entitled at the time to
15 vote on the matter under the certificate of organization or
16 operating agreement of the limited liability company or any
17 applicable controlling provision of law.
18 "Event of dissociation." An event that causes a person to
19 cease to be a member of a limited liability company. See section
20 8971(a)(4) (relating to dissolution).
21 "Foreign limited liability company." An association
22 organized under the laws of any jurisdiction other than this
23 Commonwealth, whether or not required to register under
24 Subchapter J (relating to foreign companies), which would be a
25 limited liability company if organized under the laws of this
26 Commonwealth.
27 "Licensed person." A natural person who is duly licensed or
28 admitted to practice his profession by a court, department,
29 board, commission or other agency of this Commonwealth or
30 another jurisdiction to render a professional service that is or
19930H1719B4225 - 49 -
1 will be rendered by the professional company of which he is, or
2 intends to become, a manager, member, employee or agent.
3 "Limited liability company" or "company." An association
4 that is a limited liability company organized and existing under
5 this chapter.
6 "Liquidating trustee." A person appointed by the court to
7 carry out the winding up of a limited liability company.
8 "Manager." A person selected under section 8941(b) (relating
9 to management) to manage a limited liability company.
10 "Member." A person who has been admitted to membership in a
11 limited liability company and who has not dissociated from the
12 company.
13 "Obligation." Includes a note or other form of indebtedness,
14 whether secured or unsecured.
15 "Operating agreement." Any agreement of the members as to
16 the affairs of a limited liability company and the conduct of
17 its business. The operating agreement need not be in writing
18 except where this chapter refers to a written provision of the
19 operating agreement. The operating agreement may contain any
20 provision for the regulation of the internal affairs of the
21 company agreed to by the members, whether or not specifically
22 authorized by or in contravention of this chapter, except where
23 this chapter:
24 (1) refers only to a rule as set forth in the
25 certificate of organization; or
26 (2) expressly provides that the operating agreement
27 shall not relax or contravene any provision on a specified
28 subject.
29 See sections 8913(7) 8913(8) (relating to certificate of <--
30 organization) and 8915 (relating to modification by agreement).
19930H1719B4225 - 50 -
1 "Professional company." A limited liability company that
2 renders one or more professional services.
3 "Professional services." The term shall have the meaning
4 specified in section 2902 (relating to definitions).
5 "Qualified foreign limited liability company." A foreign
6 limited liability company that is registered under Subchapter J
7 (relating to foreign companies) to do business in this
8 Commonwealth.
9 "Qualified foreign restricted professional company." A
10 qualified foreign limited liability company that renders one or
11 more restricted professional services.
12 "Real property." Includes land, any interest, leasehold or
13 estate in land and any improvements on it.
14 "Registered office." That office maintained by a domestic or
15 foreign limited liability company in this Commonwealth as
16 required by section 8906 (relating to registered office). See
17 section 109 (relating to name of commercial registered office
18 provider in lieu of registered address).
19 "Relax." When used with respect to a provision of the
20 certificate of organization or operating agreement, means to
21 provide lesser rights for an affected representative, manager or
22 member.
23 "Restricted professional services." The following
24 professional services: chiropractic, dentistry, law, medicine
25 and surgery, optometry, osteopathic medicine and surgery,
26 podiatric medicine, public accounting, psychology or veterinary
27 medicine.
28 "Unless otherwise provided." When used to introduce or
29 modify a rule, implies that the alternative provisions
30 contemplated may either relax or restrict the stated rule.
19930H1719B4225 - 51 -
1 "Unless otherwise restricted." When used to introduce or
2 modify a rule, implies that the alternative provisions
3 contemplated may further restrict, but may not relax, the stated
4 rule.
5 § 8904. Rules for cases not provided for in this chapter.
6 (a) General rule.--Unless otherwise provided in the
7 certificate of organization, in any case not provided for in
8 this chapter:
9 (1) If the certificate of organization does not contain
10 a statement to the effect that the limited liability company
11 shall be managed by managers, the provisions of Chapters 81
12 (relating to general provisions) and 83 (relating to general
13 partnerships) govern, and the members shall be deemed to be
14 general partners for purposes of applying the provisions of
15 those chapters.
16 (2) If the certificate of organization provides that the
17 company shall be managed by managers, the provisions of
18 Chapters 81, 83 and 85 (relating to limited partnerships)
19 govern, and:
20 (i) the managers shall have the authority of general
21 partners prescribed in those chapters; and
22 (ii) the members shall be deemed to be limited
23 partners for purposes of applying the provisions of those
24 chapters.
25 (b) Basis for determining liability of members, etc.--Except
26 as otherwise provided in section 110 (relating to supplementary
27 general principles of law applicable), the liability of members,
28 managers and employees of a company shall at all times be
29 determined solely and exclusively by the provisions of this
30 chapter.
19930H1719B4225 - 52 -
1 § 8905. Name.
2 (a) General rule.--The name of each limited liability
3 company as set forth in its certificate of organization shall:
4 (1) Be expressed in Roman letters or characters or
5 Arabic or Roman numerals.
6 (2) Not be one rendered unavailable for use by a
7 corporation by any provision of section 1303(b) and (c)
8 (relating to corporate name).
9 (3) Contain the term "company," "limited" or "limited
10 liability company" or an abbreviation of one of those terms.
11 (b) Reservation of name.--The exclusive right to the use of
12 a name for purposes of this chapter may be reserved and
13 transferred in the manner provided by section 1305 (relating to
14 reservation of corporate name).
15 § 8906. Registered office.
16 (a) General rule.--Every limited liability company shall
17 have and continuously maintain in this Commonwealth a registered
18 office which may, but need not, be the same as its place of
19 business.
20 (b) Change of registered office.--After organization, a
21 change in the location of the registered office may be effected
22 at any time by the company. Before the change becomes effective,
23 the company shall amend its certificate of organization under
24 the provisions of this chapter to reflect the change in location
25 or shall file in the Department of State a certificate of change
26 of registered office setting forth:
27 (1) The name of the company.
28 (2) The address, including street and number, if any, of
29 its then registered office.
30 (3) The address, including street and number, if any, to
19930H1719B4225 - 53 -
1 which the registered office is to be changed.
2 (c) Alternative procedure.--A company may satisfy the
3 requirements of this chapter concerning the maintenance of a
4 registered office in this Commonwealth by setting forth in any
5 document filed in the department under any provision of this
6 chapter that permits or requires the statement of the address of
7 its then registered office, in lieu of that address, the
8 statement authorized by section 109(a) (relating to name of
9 commercial registered office provider in lieu of registered
10 address).
11 (d) Cross references.--See sections 108 (relating to change
12 in location or status of registered office provided by agent),
13 134 (relating to docketing statement) and 135 (relating to
14 requirements to be met by filed documents).
15 § 8907. Execution of documents.
16 (a) General rule.--Any document filed in the Department of
17 State under this title by a domestic or foreign limited
18 liability company subject to this chapter may be executed on
19 behalf of the company by any one duly authorized member or
20 manager thereof.
21 (b) Cross reference.--See section 135 (relating to
22 requirements to be met by filed documents).
23 § 8908. Election of professional association to become limited
24 liability company.
25 (a) General rule.--This chapter applies to every
26 professional association subject to Chapter 93 (relating to
27 professional associations) that elects to accept the provisions
28 of this chapter in the manner set forth in subsection (b).
29 (b) Procedure for election.--A professional association may
30 elect to accept this chapter by filing in the Department of
19930H1719B4225 - 54 -
1 State a certificate of election of limited liability company
2 status which shall be executed by all of the associates of the
3 professional association and shall set forth:
4 (1) The name of the professional association.
5 (2) The name of the county in the office of the
6 prothonotary of which the initial articles of association of
7 the association were filed.
8 (3) A statement that the associates of the professional
9 association have elected to accept the provisions of this
10 chapter for the government and regulation of the affairs of
11 the association.
12 (4) The provisions that shall constitute the initial
13 certificate of organization of the limited liability company
14 resulting from the filing, which may include such amendments
15 to the articles of association of the professional
16 association as the associates may choose to adopt.
17 See sections 134 (relating to docketing statement) and 135
18 (relating to requirements to be met by filed documents).
19 (c) Date of organization.--This chapter shall become
20 applicable to the professional association, and it shall be
21 deemed organized as a limited liability company, on the date the
22 certificate of election is filed in the department.
23 SUBCHAPTER B
24 ORGANIZATION: CERTIFICATE OF ORGANIZATION
25 Sec.
26 8911. Purposes.
27 8912. Organization.
28 8913. Certificate of organization.
29 8914. Filing of certificate of organization.
30 8915. Modification by agreement.
19930H1719B4225 - 55 -
1 § 8911. Purposes.
2 (a) General rule.--Limited liability companies may be
3 organized under this chapter for any lawful purpose, except for
4 the purpose of banking or insurance. Unless otherwise restricted
5 in its certificate of organization, every limited liability
6 company has as its purpose the engaging in all lawful business
7 for which limited liability companies may be organized under
8 this chapter.
9 (b) Effect of limitation.--A limitation upon the business,
10 purposes or powers of a limited liability company, expressed or
11 implied in its certificate of organization or operating
12 agreement or implied by law, shall not be asserted in order to
13 defend any action at law or in equity between the company and a
14 third person, or between a member and a third person, involving
15 any contract to which the company is a party or any right of
16 property or any alleged liability of whatever nature, but the
17 limitation may be asserted:
18 (1) In an action by a member against the company to
19 enjoin the doing of unauthorized acts or the transaction or
20 continuation of unauthorized business. If the unauthorized
21 acts or business sought to be enjoined are being transacted
22 pursuant to any contract to which the company is a party, the
23 court may, if all of the parties to the contract are parties
24 to the action and if it deems the result to be equitable, set
25 aside and enjoin the performance of the contract, and in so
26 doing shall allow to the company, or to the other parties to
27 the contract, as the case may be, such compensation as may be
28 appropriate for the loss or damage sustained by any of them
29 from the action of the court in setting aside and enjoining
30 the performance of the contract, but anticipated profits to
19930H1719B4225 - 56 -
1 be derived from the performance of the contract shall not be
2 awarded by the court as a loss or damage sustained.
3 (2) In any action by or in the right of the company to
4 procure a judgment in its favor against an incumbent or
5 former member or manager of the company for loss or damage
6 due to his unauthorized acts.
7 (3) In a proceeding by the Commonwealth to enjoin the
8 company from the doing of unauthorized or unlawful business.
9 (c) Conveyance of property by or to a company.--A conveyance
10 or transfer by or to a limited liability company of property,
11 real or personal, of any kind or description, shall not be
12 invalid or fail because in making the conveyance or transfer, or
13 in acquiring the property, real or personal, any representative
14 of the company acting within the scope of the actual or apparent
15 authority given to him by the company has exceeded any of the
16 purposes or powers of the company.
17 (d) Cross references.--See sections 8102 (relating to
18 interchangeability of partnership, limited liability company and
19 corporate forms of organization) and 8996(a) (relating to
20 purposes of restricted professional companies).
21 § 8912. Organization.
22 One or more persons may organize a limited liability company
23 under the provisions of this chapter. The person or persons need
24 not be members of the company at the time of organization or at
25 any time thereafter.
26 § 8913. Certificate of organization.
27 The certificate of organization shall be signed by each of
28 the organizers and shall set forth in the English language:
29 (1) The name of the limited liability company, unless
30 the name is in a foreign language, in which case it shall be
19930H1719B4225 - 57 -
1 set forth in Roman letters or characters or Arabic or Roman
2 numerals.
3 (2) Subject to section 109 (relating to name of
4 commercial registered office provider in lieu of registered
5 address), the address, including street and number, if any,
6 of its initial registered office in this Commonwealth.
7 (3) The name and address, including street and number,
8 if any, of each of the organizers.
9 (4) If a member's interest in the company is to be
10 evidenced by a certificate of membership interest, a
11 statement to that effect.
12 (5) If management of the company is vested in a manager
13 or managers, a statement to that effect.
14 (6) If the certificate of organization is to be
15 effective on a specified date, the hour, if any, and the
16 month, day and year of the effective date.
17 (7) If the company is a restricted professional company,
18 a statement to that effect, including a brief description of
19 the restricted professional service or services to be
20 rendered by the company.
21 (8) Any other provision, whether or not specifically
22 authorized by or in contravention of this chapter, that the
23 members elect to set out in the certificate of organization
24 for the regulation of the internal affairs of the company,
25 except where a provision of this chapter expressly provides
26 that the certificate of organization shall not relax or
27 contravene any provision on a specified subject. But see
28 section 8915 (relating to modification by agreement). A
29 provision included in the certificate of organization under
30 this paragraph shall be deemed to be a provision of the
19930H1719B4225 - 58 -
1 operating agreement for purposes of any provision of this
2 chapter that refers to a rule as set forth in the operating
3 agreement.
4 § 8914. Filing of certificate of organization.
5 (a) General rule.--The certificate of organization shall be
6 filed in the Department of State.
7 (b) Effective date of organization.--A limited liability
8 company is organized upon the filing of the certificate of
9 organization in the department or at any later effective time
10 specified in the certificate of organization.
11 (c) Cross references.--See sections 134 (relating to
12 docketing statement) and 135 (relating to requirements to be met
13 by filed documents).
14 § 8915. Modification by agreement.
15 The provisions of this chapter are intended to permit a
16 limited liability company to qualify for taxation as an entity
17 that is not an association taxable as a corporation under the
18 Internal Revenue Code of 1986 (Public Law 99-514, 26 U.S.C. § 1
19 et seq.). Notwithstanding the limitations in the definition of
20 "operating agreement" in section 8903 (relating to definitions)
21 and the limitations in section 8913(8) (relating to certificate
22 of organization), the certificate of organization and operating
23 agreement may effect any change in the form of organization of
24 the company, in addition to or in contravention of the
25 provisions of this chapter, that may be necessary to accomplish
26 that purpose.
27 SUBCHAPTER C
28 POWERS, DUTIES AND SAFEGUARDS
29 Sec.
30 8921. Powers and capacity.
19930H1719B4225 - 59 -
1 8922. Liability of members and managers.
2 8923. Property.
3 8924. Limited transferability of membership interest.
4 8925. Taxation of limited liability companies.
5 8926. Certain specifically authorized debt terms.
6 § 8921. Powers and capacity.
7 (a) General rule.--Except as provided in section 103
8 (relating to subordination of title to regulatory laws), a
9 limited liability company shall have the legal capacity of
10 natural persons to act.
11 (b) Business that may be carried on.--Subject to the
12 limitations and restrictions imposed by statute or contained in
13 its certificate of organization, every limited liability company
14 may carry on any business that a partnership without limited
15 partners may carry on and shall have the power to perform any
16 act that such a partnership may perform.
17 (c) Cross reference.--See section 8102 (relating to
18 interchangeability of partnership, limited liability company and
19 corporate forms of organization).
20 § 8922. Liability of members and managers.
21 (a) General rule.--Neither the members of a limited
22 liability company nor the managers of a company managed by one
23 or more managers are liable, solely by reason of being a member
24 or a manager, under an order of a court or in any other manner
25 for a debt, obligation or liability of the company of any kind
26 or for the acts or omissions of any other member, manager, agent
27 or employee of the company.
28 (b) Professional relationship unaffected.--Subsection (a)
29 shall not afford members and managers of a professional company
30 with greater immunity than is available to the officers,
19930H1719B4225 - 60 -
1 shareholders, employees or agents of a professional corporation.
2 See section 2925 (relating to professional relationship
3 retained).
4 (c) Disciplinary jurisdiction unaffected.--A professional
5 company shall be subject to the applicable rules and regulations
6 adopted by, and all the disciplinary powers of, the court,
7 department, board, commission or other government unit
8 regulating the profession in which the company is engaged. The
9 court, department, board or other government unit may require
10 that a company include in its certificate of organization or
11 operating agreement provisions that conform to any rule or
12 regulation heretofore or hereafter promulgated for the purpose
13 of enforcing the ethics of a profession. This chapter shall not
14 affect or impair the disciplinary powers of the court,
15 department, board, commission or other government unit over
16 licensed persons or any law, rule or regulation pertaining to
17 the standards for professional conduct of licensed persons or to
18 the professional relationship between any licensed person
19 rendering professional services and the person receiving
20 professional services.
21 (d) Conflict of laws.--The personal liability of a member of
22 a company to any person or in any action or proceeding for the
23 debts, obligations or liabilities of the company or for the acts
24 or omissions of other members, managers, employees or agents of
25 the company shall be governed solely and exclusively by this
26 chapter and the laws of this Commonwealth. Whenever a conflict
27 arises between the laws of this Commonwealth and the laws of any
28 other state with regard to the liability of members of a company
29 organized and existing under this chapter for the debts,
30 obligations and liabilities of the company or for the acts or
19930H1719B4225 - 61 -
1 omissions of the other members, managers, employees or agents of
2 the company, the laws of this Commonwealth shall govern in
3 determining such liability.
4 (e) Cross reference.--See section 8904(b) (relating to rules
5 for cases not provided for in this chapter).
6 § 8923. Property.
7 (a) General rule.--Property transferred to or otherwise
8 acquired by a limited liability company becomes property of the
9 company. A member has no interest in specific property of a
10 company.
11 (b) Title.--Property may be acquired, held and conveyed in
12 the name of a company. Any estate in real property may be
13 acquired in the name of the company and title to any estate so
14 acquired shall vest in the company itself rather than in the
15 members individually.
16 § 8924. Limited transferability of membership interest.
17 (a) General rule.--The interest of a member in a limited
18 liability company constitutes the personal estate of the member
19 and may be transferred or assigned as provided in writing in the
20 operating agreement. Unless otherwise provided in writing in the
21 operating agreement, if all of the other members of the company
22 other than the member proposing to dispose of his interest do
23 not approve of the proposed transfer or assignment by unanimous
24 written consent, the transferee of the interest of the member
25 shall have no right to participate in the management of the
26 business and affairs of the company or to become a member. The
27 transferee shall only be entitled to receive the distributions
28 and the return of contributions to which that member would
29 otherwise be entitled.
30 (b) Certificate of membership interest.--The certificate of
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1 organization may provide that a member's interest in a company
2 may be evidenced by a certificate of membership interest issued
3 by the company and may also provide for the assignment or
4 transfer of any membership interest represented by such a
5 certificate and make other provisions with respect to such
6 certificates. See 13 Pa.C.S. § 8102 (relating to definitions and
7 index of definitions).
8 § 8925. Taxation of limited liability companies.
9 (a) General rule.--For the purposes of the imposition by the
10 Commonwealth or any political subdivision of any tax or license
11 fee on or with respect to any income, property, privilege,
12 transaction, subject or occupation, a domestic or foreign
13 limited liability company that is not a domestic or QUALIFIED <--
14 foreign restricted professional company shall be deemed to be a
15 corporation organized and existing under Part II (relating to
16 corporations), and a member of such a company, as such, shall be
17 deemed to be a shareholder of a corporation. Such a company may
18 elect to be treated as a Pennsylvania S corporation, and its
19 members shall be deemed shareholders of such a corporation, only
20 if the company satisfies the conditions for electing that
21 status. For purposes of the corporate net income tax and the
22 capital stock and franchise tax, such a company shall be
23 considered a "corporation" and an "entity" as defined in
24 Articles IV and VI of the act of March 4, 1971 (P.L.6, No.2),
25 known as the Tax Reform Code of 1971, and if such a company is
26 not required to file a Federal corporate income tax return,
27 these taxes shall be computed as if such a Federal return had
28 been filed.
29 (b) Reorganizations.--Every domestic or foreign limited
30 liability company, regardless of whether it is also a domestic
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1 or qualified foreign restricted professional company, shall be
2 deemed to be a corporation for purposes of applying the
3 provisions of section 303(a) of the Tax Reform Code of 1971,
4 with respect to a "reorganization" as defined in that section.
5 (c) Cross reference.--See section 8997 (relating to taxation
6 of restricted professional companies).
7 § 8926. Certain specifically authorized debt terms.
8 A limited liability company shall be subject to section 1510
9 (relating to certain specifically authorized debt terms) to the
10 same extent as if it were a business corporation.
11 SUBCHAPTER D
12 FINANCIAL PROVISIONS
13 Sec.
14 8931. Contributions to capital.
15 8932. Distributions.
16 8933. Distributions upon an event of dissociation.
17 8934. Distributions in kind.
18 8935. Right to distribution.
19 § 8931. Contributions to capital.
20 (a) General rule.--An interest in a limited liability
21 company may be issued in exchange for cash, tangible or
22 intangible property, services rendered or a promissory note or
23 other obligation to contribute cash or tangible or intangible
24 property or to perform services.
25 (b) Enforceability.--A promise by a member to contribute to
26 a company is not enforceable unless set out in a writing signed
27 by the member. This subsection may not be varied by any
28 provision of the certificate of organization or operating
29 agreement.
30 (c) Inability to perform.--A member is obligated to the
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1 company to perform any enforceable promise to contribute cash or
2 property or to perform services, even if the member is unable to
3 perform because of death, disability or other reason.
4 (d) Substitute performance.--If a member does not make the
5 required contribution of property or services, the member is
6 obligated, at the option of the company, to contribute cash
7 equal to that portion of the value of the stated contribution
8 that has not been made.
9 (e) Compromise.--The obligation of a member to make a
10 contribution may be compromised only with the unanimous consent
11 of the members.
12 § 8932. Distributions.
13 A limited liability company may from time to time divide the
14 profits of its business and distribute the same to, and allocate
15 any losses among, the members of the company upon the basis
16 stipulated in the operating agreement or, if not stipulated in
17 the operating agreement, per capita.
18 § 8933. Distributions upon an event of dissociation.
19 Upon the occurrence of an event of dissociation which does
20 not result in the dissolution of the limited liability company,
21 a dissociating member is entitled to receive any distribution to
22 which the member is entitled under the operating agreement on
23 the terms provided in the operating agreement, and, within a
24 reasonable time after dissociation, the fair value of the
25 interest of the member in the company as of the date of
26 dissociation based upon the right of the member to share in
27 distributions from the company.
28 § 8934. Distributions in kind.
29 (a) No right to distribution in kind.--A member, regardless
30 of the nature of the contribution of the member, has no right to
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1 demand and receive any distribution from a limited liability
2 company in any form other than cash.
3 (b) Limitation on distributions in kind.--A member may not
4 be compelled to accept from a company a distribution of any
5 asset in kind to the extent that the percentage of the asset
6 distributed to the member exceeds a percentage of that asset
7 that is equal to the percentage in which the member shares in
8 distributions from the company.
9 § 8935. Right to distribution.
10 At the time a member becomes entitled to receive a
11 distribution, the member has the status of and is entitled to
12 all remedies available to a creditor of the limited liability
13 company with respect to the distribution.
14 SUBCHAPTER E
15 MANAGEMENT AND MEMBERS
16 Sec.
17 8941. Management.
18 8942. Voting.
19 8943. Duties of managers and members.
20 8944. Classes of members.
21 8945. Indemnification.
22 8946. Transactions by member or manager.
23 8947. Resignation of manager.
24 8948. Dissociation of member limited.
25 § 8941. Management.
26 (a) General rule.--Except as provided in subsection (b),
27 management of the business and affairs of a limited liability
28 company shall be vested in its members.
29 (b) Managers.--The certificate of organization may provide
30 that management of a company shall be vested, to the extent
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1 provided in the certificate of organization, in one or more
2 managers.
3 (c) Selection and qualifications of managers.--If the
4 certificate of organization provides that management of a
5 company shall be vested in one or more managers, they shall be
6 named in or selected in the manner prescribed by the operating
7 agreement. A manager:
8 (1) Need not be a member of the company or a natural
9 person.
10 (2) Shall serve for a term of one year and until his
11 successor has been elected and qualified or until his earlier
12 death, resignation or removal.
13 (d) Cross reference.--See section 8996(b) (relating to
14 governance of restricted professional companies).
15 § 8942. Voting.
16 (a) General rule.--Subject to subsection (b), the
17 affirmative vote or consent of a majority of the members or
18 managers of a limited liability company entitled to vote on a
19 matter shall be required to decide any matter to be acted upon
20 by the members or managers.
21 (b) Unanimous vote required.--Except as provided in
22 subsection (c) or in writing in the operating agreement, the
23 affirmative vote or consent of all of the members shall be
24 required to:
25 (1) amend the certificate of organization or any written
26 provision of the operating agreement; or
27 (2) authorize a manager, member or other person to do
28 any act on behalf of the company that contravenes the
29 certificate of organization or a written provision of the
30 operating agreement, including, without limitation, any
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1 provision that expressly limits the purpose, business or
2 affairs of the company or the conduct thereof.
3 (c) Exception.--An amendment of the certificate of
4 organization that:
5 (1) restates without change all of the operative
6 provisions of the certificate of organization as theretofore
7 in effect;
8 (2) changes the name or registered office of the
9 company; or
10 (3) accomplishes any combination of the foregoing
11 purposes;
12 is not an amendment of the certificate of organization for the
13 purposes of subsection (b).
14 (d) Changes in required vote.--
15 (1) The certificate of organization or a written
16 provision of the operating agreement may provide that,
17 whenever an applicable provision of law requires the vote or
18 consent of a specified number or percentage of members or of
19 a class of members for the taking of any action, a higher
20 number or percentage of votes or consents shall be required
21 for the action.
22 (2) Unless otherwise provided in the certificate of
23 organization or a written provision of the operating
24 agreement, whenever the certificate or agreement requires for
25 the taking of any action by the members or a class of members
26 a specific number or percentage of votes or consents, the
27 provision of the certificate or agreement setting forth that
28 requirement shall not be amended or repealed by any lesser
29 number or percentage of votes or consents of the members or
30 the class of members.
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1 (3) Paragraph (2) shall not apply to a provision setting
2 forth the right of members to act by unanimous written
3 consent in lieu of a meeting.
4 (e) Procedures.--The operating agreement may set forth
5 provisions relating to notice of the time, place or purpose of
6 any meeting at which any matter is to be voted on by any members
7 or managers, waiver of the notice, action by consent without a
8 meeting, the establishment of a record date, quorum
9 requirements, voting in person or by proxy or any other matter
10 with respect to the exercise of any such right to vote.
11 § 8943. Duties of managers and members.
12 (a) Companies without managers.--If the certificate of
13 organization does not provide that the limited liability company
14 shall be managed by managers, every member must account to the
15 company for any benefit and hold as trustee for it any profits
16 derived by him without the consent of the other members from any
17 transaction connected with the organization, conduct or winding
18 up of the company or any use by him of its property. This
19 subsection may not be varied by any provision of the certificate
20 of organization or operating agreement.
21 (b) Companies with managers.--If the certificate of
22 organization provides that the company shall be managed by one
23 or more managers:
24 (1) Unless otherwise provided in writing in the
25 operating agreement, the provisions of Subchapter B of
26 Chapter 17 (relating to officers, directors and shareholders)
27 shall be applicable to representatives of the company.
28 (2) A member who is not a manager shall have no duties
29 to the company or to the other members solely by reason of
30 acting in his capacity as a member.
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1 § 8944. Classes of members.
2 (a) General rule.--An operating agreement may provide for:
3 (1) classes or groups of members having such relative
4 rights, powers and duties as the operating agreement may
5 provide;
6 (2) the future creation in the manner provided in the
7 operating agreement of additional classes or groups of
8 members having such relative rights, powers and duties as may
9 from time to time be established, including rights, powers
10 and duties senior to existing classes and groups of members;
11 and
12 (3) the taking of an action, including, without
13 limitation, amendment of the certificate of organization or
14 operating agreement or creation of a class or group of
15 interests in the limited liability company that was not
16 previously outstanding, without the vote or approval of any
17 member or class or group of members.
18 (b) Class voting.--The operating agreement may grant to all
19 or certain identified members or a specified class or group of
20 members the right to vote (on a per capita or other basis),
21 separately or with all or any class or group of members, upon
22 any matter.
23 § 8945. Indemnification.
24 (a) General rule.--Subject to such standards and
25 restrictions, if any, as are set forth in the operating
26 agreement, a limited liability company may and shall have the
27 power to indemnify and hold harmless any member or manager or
28 other person from and against any and all claims and demands
29 whatsoever.
30 (b) When indemnification is not to be made.--Indemnification
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1 under subsection (a) shall not be made in any case where the act
2 giving rise to the claim for indemnification is determined by a
3 court to have constituted willful misconduct or recklessness.
4 The certificate of organization or operating agreement may not
5 provide for indemnification in the case of willful misconduct or
6 recklessness.
7 (c) Grounds.--Indemnification under subsection (a) may be
8 granted for any action taken and may be made whether or not the
9 company would have the power to indemnify the person under any
10 other provision of law except as provided in this section and
11 whether or not the indemnified liability arises or arose from
12 any threatened, pending or completed action by or in the right
13 of the company. Such indemnification is declared to be
14 consistent with the public policy of this Commonwealth.
15 (d) Payment of expenses.--Expenses incurred by a member,
16 manager or other person in defending any action or proceeding
17 against which indemnification may be made under this section may
18 be paid by the company in advance of the final disposition of
19 such action or proceeding upon receipt of an undertaking by or
20 on behalf of such person to repay such amount if it shall
21 ultimately be determined that he is not entitled to be
22 indemnified by the company.
23 (e) Rights to indemnification.--The indemnification and
24 advancement of expenses provided by or granted under this
25 section shall, unless otherwise provided when authorized or
26 ratified, continue as to a person who has ceased to serve in the
27 capacity as to which he was indemnified and shall inure to the
28 benefit of the heirs, executors and administrators of such
29 person.
30 § 8946. Transactions by member or manager.
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1 (a) General rule.--A member or manager may be an employee or
2 other representative of and engage in transactions with a
3 limited liability company to the same extent as a person who is
4 not a member or manager of the company.
5 (b) Managers.--A person who is both a member and a manager
6 of a company has the rights and powers, and is subject to the
7 duties and liabilities, of a manager and has the rights, powers,
8 duties and liabilities of a member to the extent of his
9 participation in the company as a member.
10 § 8947. Resignation of manager.
11 A manager of a limited liability company may resign at any
12 time, but if the resignation violates the operating agreement,
13 the company may recover from the former manager damages for
14 breach of the operating agreement.
15 § 8948. Dissociation of member limited.
16 Notwithstanding anything to the contrary set forth in this
17 part, an operating agreement may provide that a member may not
18 voluntarily dissociate from the limited liability company or
19 assign his membership interest prior to the dissolution and
20 winding-up of the company, and an attempt by a member to
21 dissociate voluntarily from the company in violation of the
22 operating agreement shall be ineffective.
23 SUBCHAPTER F
24 AMENDMENT OF CERTIFICATE
25 Sec.
26 8951. Amendment of certificate of organization.
27 § 8951. Amendment of certificate of organization.
28 (a) General rule.--The certificate of organization is
29 amended by filing a certificate of amendment thereto in the
30 Department of State. The certificate of amendment shall set
19930H1719B4225 - 72 -
1 forth:
2 (1) The name of the limited liability company.
3 (2) The date of filing of the original certificate of
4 organization.
5 (3) The amendment to the certificate of organization.
6 (4) If the amendment is to be effective on a specified
7 date, the hour, if any, and the month, day and year of the
8 effective date.
9 (b) Limitation.--An amendment adopted under this section
10 shall not amend the certificate of organization in such a way
11 that as so amended it would not be authorized by this chapter as
12 an original certificate of organization, except that:
13 (1) A restated certificate of organization shall,
14 subject to section 109 (relating to name of commercial
15 registered officer provider in lieu of registered address),
16 state the address of the current instead of the initial
17 registered office of the company in this Commonwealth and
18 need not state the names and addresses of the organizers.
19 (2) The company shall not be required to revise any
20 other provision of its certificate if the provision is valid
21 and operative immediately prior to the filing of the
22 amendment in the department.
23 (c) Effectiveness of certificate of amendment.--Upon the
24 filing of the certificate of amendment in the department or upon
25 the effective time specified in the certificate of amendment,
26 whichever is later, the certificate of amendment shall become
27 effective and the certificate of organization shall be deemed to
28 be amended accordingly.
29 (d) Cross references.--See sections 134 (relating to
30 docketing statement), 135 (relating to requirements to be met by
19930H1719B4225 - 73 -
1 filed documents), 8907 (relating to execution of documents) and
2 8942 (relating to voting).
3 SUBCHAPTER G
4 MERGERS AND CONSOLIDATIONS
5 Sec.
6 8956. Merger and consolidation of limited liability companies
7 authorized.
8 8957. Approval of merger or consolidation.
9 8958. Certificate of merger or consolidation.
10 8959. Effect of merger or consolidation.
11 § 8956. Merger and consolidation of limited liability companies
12 authorized.
13 (a) Domestic surviving or new limited liability company.--
14 Any two or more domestic limited liability companies, or any two
15 or more foreign limited liability companies, or any one or more
16 domestic limited liability companies and any one or more foreign
17 limited liability companies, may, in the manner provided in this
18 subchapter, be merged into one of the domestic limited liability
19 companies, designated in this subchapter as the surviving
20 limited liability company, or consolidated into a new limited
21 liability company to be formed under this chapter, if the
22 foreign limited liability companies are authorized by the laws
23 of the jurisdiction under which they are organized to effect a
24 merger or consolidation with a limited liability company of
25 another jurisdiction.
26 (b) Foreign surviving or new limited liability company.--Any
27 one or more domestic limited liability companies, and any one or
28 more foreign limited liability companies, may, in the manner
29 provided in this subchapter, be merged into one of the foreign
30 limited liability companies, designated in this subchapter as
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1 the surviving limited liability company, or consolidated into a
2 new limited liability company to be organized under the laws of
3 the jurisdiction under which one of the foreign limited
4 liability companies is organized, if the laws of that
5 jurisdiction authorize a merger with or consolidation into a
6 limited liability company of another jurisdiction.
7 (c) Business trusts and other associations.--The provisions
8 of this subchapter applicable to domestic and foreign limited
9 liability companies shall also be applicable to a merger or
10 consolidation to which a domestic limited liability company is a
11 party or in which such a company is the resulting entity with or
12 into a domestic or foreign corporation, partnership, business
13 trust or other association. The surviving or resulting entity in
14 such a merger or consolidation may be a corporation,
15 partnership, business trust or other association. Except as
16 otherwise provided by law in this Commonwealth or any other
17 jurisdiction, the powers and duties vested in and imposed upon
18 the managers and members in this subchapter shall be exercised
19 and performed by the group of persons under the direction of
20 whom the business and affairs of the corporation, partnership,
21 business trust or other association are managed and the holders
22 or owners of shares or other interests in the corporation,
23 partnership, business trust or other association, respectively,
24 irrespective of the names by which the managing group and the
25 holders or owners of shares or other interests are designated.
26 The units into which the shares or other interests in the
27 corporation, partnership, business trust or other association
28 are divided shall be deemed to be membership interests for the
29 purposes of applying the provisions of this subchapter to a
30 merger or consolidation involving the corporation, partnership,
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1 business trust or other association.
2 § 8957. Approval of merger or consolidation.
3 (a) Preparation of plan of merger or consolidation.--A plan
4 of merger or consolidation, as the case may be, shall be
5 prepared, setting forth:
6 (1) The terms and conditions of the merger or
7 consolidation.
8 (2) If the surviving or new limited liability company is
9 or is to be a domestic limited liability company:
10 (i) in the case of a merger, any changes desired to
11 be made in the certificate of organization or operating
12 agreement, which may include a restatement of either or
13 both; or
14 (ii) in the case of a consolidation:
15 (A) all of the statements required by this
16 chapter to be set forth in a restated certificate of
17 organization; and
18 (B) the written provisions, if any, of the
19 operating agreement.
20 (3) The manner and basis of converting the membership
21 interests of each company into membership interests,
22 securities or obligations of the surviving or new company, as
23 the case may be, and, if any of the membership interests of
24 any of the companies that are parties to the merger or
25 consolidation are not to be converted solely into membership
26 interests, securities or obligations of the surviving or new
27 company, the membership interests, securities or obligations
28 of any other person or cash, property or rights that the
29 holders of such membership interests are to receive in
30 exchange for, or upon conversion of, such membership
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1 interests, and the surrender of any certificates evidencing
2 them, which securities or obligations, if any, of any other
3 person or cash, property or rights may be in addition to or
4 in lieu of the membership interests, securities or
5 obligations of the surviving or new company.
6 (4) Such other provisions as are deemed desirable.
7 (b) Reference to outside facts.--Any of the terms of the
8 plan may be made dependent upon facts ascertainable outside of
9 the plan if the manner in which the facts will operate upon the
10 terms of the plan is set forth in the plan.
11 (c) Post-adoption amendment of plan of merger or
12 consolidation.--A plan of merger or consolidation may contain a
13 provision that the managers, if any, of the constituent
14 companies may amend the plan at any time prior to its effective
15 date, except that an amendment made subsequent to any adoption
16 of the plan by the members of any constituent company shall not,
17 without the approval of the members, change:
18 (1) The amount or kind of membership interests,
19 obligations, cash, property or rights to be received in
20 exchange for or on conversion of all or any of the membership
21 interests of the constituent company.
22 (2) Any term of the certificate of organization or
23 operating agreement of the surviving or new company to be
24 effected by the merger or consolidation.
25 (3) Any of the terms and conditions of the plan if the
26 change would adversely affect the holders of any membership
27 interests of the constituent company.
28 (d) Proposal of merger or consolidation.--Every merger or
29 consolidation shall be proposed, in the case of each domestic
30 limited liability company that is managed by one or more
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1 managers, by the adoption by the managers of a resolution
2 approving the plan of merger or consolidation and, in any other
3 case, in accordance with any applicable procedures specified in
4 the operating agreement. Except where the approval of the
5 members is unnecessary under this subchapter or the operating
6 agreement, the plan shall be submitted to a vote of the members
7 entitled to vote thereon at a regular or special meeting of the
8 members.
9 (e) Party to plan.--An association that approves a plan in
10 its capacity as a member or creditor of a merging or
11 consolidating company, or that furnishes all or a part of the
12 consideration contemplated by a plan, does not thereby become a
13 party to the plan or the merger or consolidation for the
14 purposes of this subchapter.
15 (f) Notice of meeting of members.--Written notice of the
16 meeting of members that will act on the proposed plan shall be
17 given to each member of record, whether or not entitled to vote
18 thereon, of each domestic limited liability company that is a
19 party to the merger or consolidation. There shall be included
20 in, or enclosed with, the notice a copy of the proposed plan or
21 a summary thereof. The provisions of this subsection may not be
22 relaxed by any provision of the certificate of organization or
23 operating agreement.
24 (g) Adoption of plan by members.--The plan of merger or
25 consolidation shall be adopted upon receiving a majority of the
26 votes cast by all members, if any, entitled to vote thereon of
27 each of the domestic limited liability companies that is a party
28 to the merger or consolidation and, if any class of members is
29 entitled to vote thereon as a class, a majority of the votes
30 cast in each class vote. A proposed plan of merger or
19930H1719B4225 - 78 -
1 consolidation shall not be deemed to have been adopted by a
2 company that is managed by one or more managers unless it has
3 also been approved by the managers, regardless of the fact that
4 the managers have directed or suffered the submission of the
5 plan to the members for action.
6 (h) Adoption by managers.--
7 (1) Unless otherwise required by a written provision of
8 the operating agreement, a plan of merger or consolidation
9 shall not require the approval of the members of a company
10 that is managed by one or more managers if:
11 (i) the plan, whether or not the company is the
12 surviving company, does not alter the status of the
13 company as a domestic limited liability company or alter
14 in any respect the provisions of its certificate of
15 organization or operating agreement, except changes that
16 may be made without action by the members; and
17 (ii) each membership interest outstanding
18 immediately prior to the effective date of the merger or
19 consolidation is to continue as or to be converted into,
20 except as may be otherwise agreed by the holder thereof,
21 an identical membership interest in the surviving or new
22 company after the effective date of the merger or
23 consolidation.
24 (2) If a merger or consolidation is effected pursuant to
25 paragraph (1), the plan of merger or consolidation shall be
26 deemed adopted by the company when it has been adopted by the
27 managers pursuant to subsection (d).
28 (i) Termination of plan.--Prior to the time when a merger or
29 consolidation becomes effective, the merger or consolidation may
30 be terminated pursuant to provisions therefor, if any, set forth
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1 in the plan. If a certificate of merger or consolidation has
2 been filed in the department prior to the termination, a
3 certificate of termination executed by each company that is a
4 party to the merger or consolidation, unless the plan permits
5 termination by less than all of the companies, in which case the
6 certificate shall be executed on behalf of the company
7 exercising the right to terminate, shall be filed in the
8 department. The certificate of termination shall set forth:
9 (1) A copy of the certificate of merger or consolidation
10 relating to the plan that is terminated.
11 (2) A statement that the plan has been terminated in
12 accordance with the provisions therefor set forth therein.
13 See sections 134 (relating to docketing statement), 135
14 (relating to requirements to be met by filed documents) and 8907
15 (relating to execution of documents).
16 (j) Authorization by foreign limited liability companies.--
17 The plan of merger or consolidation shall be authorized, adopted
18 or approved by each foreign limited liability company that
19 desires to merge or consolidate in accordance with the laws of
20 the jurisdiction in which it is organized.
21 § 8958. Certificate of merger or consolidation.
22 (a) General rule.--Upon the adoption of the plan of merger
23 or consolidation by the limited liability companies desiring to
24 merge or consolidate, as provided in this subchapter, a
25 certificate of merger or a certificate of consolidation, as the
26 case may be, shall be executed by each company and shall,
27 subject to section 109 (relating to name of commercial
28 registered office provider in lieu of registered address), set
29 forth:
30 (1) The name and the location of the registered office,
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1 including street and number, if any, of the domestic
2 surviving or new limited liability company or, in the case of
3 a foreign surviving or new limited liability company, the
4 name of the company and its jurisdiction of organization,
5 together with either of the following:
6 (i) If a qualified foreign limited liability
7 company, the address, including street and number, if
8 any, of its registered office in this Commonwealth.
9 (ii) If a nonqualified foreign limited liability
10 company, the address, including street and number, if
11 any, of its principal office under the laws of the
12 jurisdiction in which it is organized.
13 (2) The name and address, including street and number,
14 if any, of the registered office of each other domestic
15 limited liability company and qualified foreign limited
16 liability company that is a party to the merger or
17 consolidation.
18 (3) If the plan is to be effective on a specified date,
19 the hour, if any, and the month, day and year of the
20 effective date.
21 (4) The manner in which the plan was adopted by each
22 domestic limited liability company and, if one or more
23 foreign limited liability companies are parties to the merger
24 or consolidation, the fact that the plan was authorized,
25 adopted or approved, as the case may be, by each of the
26 foreign limited liability companies in accordance with the
27 laws of the jurisdiction in which it is organized.
28 (5) Except as provided in subsection (b), the plan of
29 merger or consolidation.
30 (b) Omission of certain provisions of plan of merger or
19930H1719B4225 - 81 -
1 consolidation.--A certificate of merger or consolidation may
2 omit all provisions of the plan of merger or consolidation
3 except provisions, if any, that are intended to amend or
4 constitute the operative provisions of the certificate of
5 organization of a company as in effect subsequent to the
6 effective date of the plan, if the certificate of merger or
7 consolidation states that the full text of the plan is on file
8 at the principal place of business of the surviving or new
9 company and states the address thereof. A company that takes
10 advantage of this subsection shall furnish a copy of the full
11 text of the plan, on request and without cost, to any member of
12 any company that was a party to the plan and, unless all parties
13 to the plan had fewer than 30 members each, on request and at
14 cost to any other person.
15 (c) Filing of certificate of merger or consolidation.--The
16 certificate of merger or certificate of consolidation, as the
17 case may be, and the certificates or statement, if any, required
18 by section 139 (relating to tax clearance of certain fundamental
19 transactions) shall be filed in the department.
20 (d) Effective date of merger or consolidation.--Upon the
21 filing of the certificate of merger or the certificate of
22 consolidation in the Department of State or upon the effective
23 date specified in the plan of merger or consolidation, whichever
24 is later, the merger or consolidation shall be effective. The
25 merger or consolidation of one or more domestic limited
26 liability companies into a foreign limited liability company
27 shall be effective according to the provisions of law of the
28 jurisdiction in which the foreign limited liability company is
29 organized, but not until a certificate of merger or certificate
30 of consolidation has been adopted and filed, as provided in this
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1 subchapter.
2 (e) Cross references.--See sections 134 (relating to
3 docketing statement), 135 (relating to requirements to be met by
4 filed documents) and 8907 (relating to execution of documents).
5 § 8959. Effect of merger or consolidation.
6 (a) Single surviving or new limited liability company.--Upon
7 the merger or consolidation becoming effective, the several
8 limited liability companies parties to the merger or
9 consolidation shall be a single company which, in the case of a
10 merger, shall be the company designated in the plan of merger as
11 the surviving company and, in the case of a consolidation, shall
12 be the new company provided for in the plan of consolidation.
13 The separate existence of all companies parties to the merger or
14 consolidation shall cease, except that of the surviving company,
15 in the case of a merger.
16 (b) Property rights.--All the property, real, personal and
17 mixed, of each of the companies parties to the merger or
18 consolidation, and all debts due on whatever account to any of
19 them, as well as all other things and causes of action belonging
20 to any of them, shall be deemed to be transferred to and vested
21 in the surviving or new company, as the case may be, without
22 further action, and the title to any real estate, or any
23 interest therein, vested in any of the companies shall not
24 revert or be in any way impaired by reason of the merger or
25 consolidation. The surviving or new company shall thenceforth be
26 responsible for all the liabilities of each of the companies so
27 merged or consolidated. Liens upon the property of the merging
28 or consolidating companies shall not be impaired by the merger
29 or consolidation, and any claim existing or action or proceeding
30 pending by or against any of the companies may be prosecuted to
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1 judgment as if the merger or consolidation had not taken place
2 or the surviving or new company may be proceeded against or
3 substituted in its place.
4 (c) Taxes.--Any taxes, penalties and public accounts of the
5 Commonwealth claimed against any of the merging or consolidating
6 companies but not settled, assessed or determined prior to the
7 merger or consolidation shall be settled, assessed or determined
8 against the surviving or new company and, together with interest
9 thereon, shall be a lien against the property, both real and
10 personal, of the surviving or new company.
11 (d) Certificate of organization.--In the case of a merger,
12 the certificate of organization of the surviving domestic
13 limited liability company, if any, shall be deemed to be amended
14 to the extent, if any, that changes in its certificate of
15 organization are stated in the plan of merger. In the case of a
16 consolidation into a domestic limited liability company, the
17 statements that are set forth in the plan of consolidation, or
18 certificate of organization set forth therein, shall be deemed
19 to be the certificate of organization of the new limited
20 liability company.
21 SUBCHAPTER H
22 DIVISION
23 Sec.
24 8961. Division authorized.
25 8962. Proposal and adoption of plan of division.
26 8963. Division without member approval.
27 8964. Certificate of division.
28 8965. Effect of division.
29 § 8961. Division authorized.
30 (a) Division of domestic company.--Any domestic limited
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1 liability company may, in the manner provided in this
2 subchapter, be divided into two or more domestic limited
3 liability companies organized or to be organized under this
4 chapter, or into one or more domestic limited liability
5 companies and one or more foreign limited liability companies to
6 be organized under the laws of another jurisdiction or
7 jurisdictions, or into two or more foreign limited liability
8 companies, if the laws of the other jurisdictions authorize the
9 division.
10 (b) Division of foreign company.--Any foreign limited
11 liability company may, in the manner provided in this
12 subchapter, be divided into one or more domestic limited
13 liability companies to be organized under this chapter and one
14 or more foreign limited liability companies organized or to be
15 organized under the laws of another jurisdiction or
16 jurisdictions, or into two or more domestic limited liability
17 companies, if the foreign limited liability company is
18 authorized under the laws of the jurisdiction under which it is
19 incorporated to effect a division.
20 (c) Surviving and new companies.--The company effecting a
21 division, if it survives the division, is designated in this
22 subchapter as the surviving company. All companies originally
23 organized by a division are designated in this subchapter as new
24 companies. The surviving company, if any, and the new company or
25 companies are collectively designated in this subchapter as the
26 resulting companies.
27 § 8962. Proposal and adoption of plan of division.
28 (a) Preparation of plan.--A plan of division shall be
29 prepared, setting forth:
30 (1) The terms and conditions of the division, including
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1 the manner and basis of:
2 (i) The reclassification of the membership interests
3 of the surviving company, if there be one, and, if any of
4 the membership interests of the dividing company are not
5 to be converted solely into membership interests or other
6 securities or obligations of one or more of the resulting
7 companies, the membership interests or other securities
8 or obligations of any other person or cash, property or
9 rights that the holders of such membership interests are
10 to receive in exchange for or upon conversion of such
11 membership interests, and the surrender of any
12 certificates evidencing them, which securities or
13 obligations, if any, of any other person or cash,
14 property or rights may be in addition to or in lieu of
15 membership interests or other securities or obligations
16 of one or more of the resulting companies.
17 (ii) The disposition of the membership interests and
18 other securities or obligations, if any, of the new
19 company or companies resulting from the division.
20 (2) A statement that the dividing company will, or will
21 not, survive the division.
22 (3) Any changes desired to be made in the certificate of
23 organization of the surviving company, if there be one,
24 including a restatement of the certificate.
25 (4) The certificates of organization required by
26 subsection (c).
27 (5) Such other provisions as are deemed desirable.
28 (b) Reference to outside facts.--Any of the terms of the
29 plan may be made dependent upon facts ascertainable outside of
30 the plan if the manner in which the facts will operate upon the
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1 terms of the plan is set forth in the plan.
2 (c) Certificates of organization of new companies.--There
3 shall be included in or annexed to the plan of division:
4 (1) Certificates of organization, which shall contain
5 all of the statements required by this chapter to be set
6 forth in a restated certificate, for each of the new domestic
7 limited liability companies, if any, resulting from the
8 division.
9 (2) Certificates of organization or other organizational
10 documents for each of the new foreign limited liability
11 companies, if any, resulting from the division.
12 (d) Proposal and adoption.--Except as otherwise provided in
13 section 8963 (relating to division without member approval), the
14 plan of division shall be proposed and adopted, and may be
15 amended after its adoption and terminated, by a domestic limited
16 liability company in the manner provided for the proposal,
17 adoption, amendment and termination of a plan of merger in
18 Subchapter G (relating to mergers and consolidations), or, if
19 the dividing company is a foreign limited liability company, in
20 accordance with the laws of the jurisdiction in which it is
21 organized.
22 (e) Action by holders of indebtedness.--Unless otherwise
23 provided by an indenture or other contract by which the dividing
24 limited liability company is bound, a plan of division shall not
25 require the approval of the holders of any debt securities or
26 other obligations of the dividing company or of any
27 representative of the holders, if the transfer of assets
28 effected by the division, if effected by means of a sale, lease,
29 exchange or other disposition, and any related distribution,
30 would not require the approval of the holders or representatives
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1 thereof.
2 § 8963. Division without member approval.
3 Unless otherwise required by a written provision of the
4 operating agreement, a plan of division that does not alter the
5 state of organization of a limited liability company that is
6 managed by one or more managers, nor amend in any respect the
7 provisions of its certificate of organization or operating
8 agreement (except amendments which may be made without action by
9 the members), shall not require the approval of the members of
10 the company if:
11 (1) the dividing company has only one class of
12 membership interests outstanding and the membership interests
13 and other securities, if any, of each company resulting from
14 the plan are distributed pro rata to the members of the
15 dividing company;
16 (2) the dividing company survives the division and all
17 the membership interests and other securities and
18 obligations, if any, of all new companies resulting from the
19 plan are owned solely by the surviving company; or
20 (3) the transfers of assets effected by the division, if
21 effected by means of a sale, lease, exchange or other
22 disposition, would not require the approval of the members.
23 § 8964. Certificate of division.
24 (a) Contents.--Upon the adoption of a plan of division by
25 the limited liability company desiring to divide, as provided in
26 this subchapter, a certificate of division shall be executed by
27 the company and shall, subject to section 109 (relating to name
28 of commercial registered office provider in lieu of registered
29 address), set forth:
30 (1) The name and the location of the registered office,
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1 including street and number, if any, of the dividing domestic
2 limited liability company or, in the case of a dividing
3 foreign limited liability company, the name of the company
4 and the jurisdiction in which it is organized, together with
5 either:
6 (i) If a qualified foreign limited liability
7 company, the address, including street and number, if
8 any, of its registered office in this Commonwealth.
9 (ii) If a nonqualified foreign limited liability
10 company, the address, including street and number, if
11 any, of its principal office under the laws of that
12 jurisdiction.
13 (2) The statute under which the dividing company was
14 organized and the date of organization.
15 (3) A statement that the dividing company will, or will
16 not, survive the division.
17 (4) The name and address, including street and number,
18 if any, of the registered office of each new domestic limited
19 liability company or qualified foreign limited liability
20 company resulting from the division.
21 (5) If the plan is to be effective on a specific date,
22 the hour, if any, and the month, day and year of the
23 effective date.
24 (6) The manner in which the plan was adopted by the
25 company.
26 (7) The plan of division.
27 (b) Filing.--The certificate of division, and the
28 certificates or statement, if any, required by section 139
29 (relating to tax clearance of certain fundamental transactions)
30 shall be filed in the Department of State.
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1 (c) Effective date of division.--Upon the filing of the
2 certificate of division in the Department of State or upon the
3 effective date specified in the plan of division, whichever is
4 later, the division shall become effective. The division of a
5 domestic limited liability company into one or more foreign
6 limited liability companies or the division of a foreign limited
7 liability company shall be effective according to the laws of
8 the jurisdictions where the foreign companies are or are to be
9 organized, but not until a certificate of division has been
10 adopted and filed as provided in this subchapter.
11 (d) Cross references.--See sections 134 (relating to
12 docketing statement), 135 (relating to requirements to be met by
13 filed documents) and 8907 (relating to execution of documents).
14 § 8965. Effect of division.
15 (a) Multiple resulting companies.--Upon the division
16 becoming effective, the dividing company shall be subdivided
17 into the distinct and independent resulting companies named in
18 the plan of division and, if the dividing company is not to
19 survive the division, the existence of the dividing company
20 shall cease. The resulting companies, if they are domestic
21 limited liability companies, shall not thereby acquire authority
22 to engage in any business or exercise any right that a company
23 may not be organized under this chapter to engage in or
24 exercise. Any resulting foreign limited liability company that
25 is stated in the certificate of division to be a qualified
26 foreign limited liability company shall be a qualified foreign
27 limited liability company under Subchapter J (relating to
28 foreign companies), and the certificate of division shall be
29 deemed to be the application for registration of a foreign
30 limited liability company of the limited liability company.
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1 (b) Property rights.--
2 (1) (i) All the property, real, personal and mixed, of
3 the dividing company, and all debts due on whatever
4 account to it, including subscriptions for membership
5 interests and other causes of action belonging to it,
6 shall (except as otherwise provided in paragraph (2)), to
7 the extent transfers of assets are contemplated by the
8 plan of division, be deemed without further action to be
9 transferred to and vested in the resulting companies on
10 such a manner and basis and with such effect as is
11 specified in the plan, or per capita among the resulting
12 companies, as tenants in common, if no specification is
13 made in the plan, and the title to any real estate, or
14 interest therein, vested in any of the companies shall
15 not revert or be in any way impaired by reason of the
16 division.
17 (ii) Upon the division becoming effective, the
18 resulting companies shall each thenceforth be responsible
19 as separate and distinct companies only for such
20 liabilities as each company may undertake or incur in its
21 own name but shall be liable for the liabilities of the
22 dividing company in the manner and on the basis provided
23 in subparagraphs (iv) and (v).
24 (iii) Liens upon the property of the dividing
25 company shall not be impaired by the division.
26 (iv) One or more, but less than all, of the
27 resulting companies shall be free of the liabilities of
28 the dividing company to the extent, if any, specified in
29 the plan, if no fraud of creditors or members or
30 violation of law shall be effected thereby, and if all
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1 applicable provisions of law are complied with.
2 (v) If the conditions in subparagraph (iv) for
3 freeing one or more of the resulting companies from the
4 liabilities of the dividing company are not satisfied,
5 the liabilities of the dividing company shall not be
6 affected by the division nor shall the rights of
7 creditors thereof or of any person dealing with the
8 company be impaired by the division, and any claim
9 existing or action or proceeding pending by or against
10 the company may be prosecuted to judgment as if the
11 division had not taken place, or the resulting companies
12 may be proceeded against or substituted in its place as
13 joint and several obligors on such liability, regardless
14 of any provision of the plan of division apportioning the
15 liabilities of the dividing company.
16 (2) (i) The transfer of any fee or freehold interest or
17 leasehold having a remaining term of 30 years or more in
18 any tract or parcel of real property situate in this
19 Commonwealth owned by a dividing company (including
20 property owned by a foreign limited liability company
21 dividing solely under the law of another jurisdiction) to
22 a new company resulting from the division shall not be
23 effective until one of the following documents is filed
24 in the office for the recording of deeds of the county,
25 or each of them, in which the tract or parcel is
26 situated:
27 (A) A deed, lease or other instrument of
28 confirmation describing the tract or parcel.
29 (B) A duly executed duplicate original copy of
30 the certificate of division.
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1 (C) A copy of the certificate of division
2 certified by the Department of State.
3 (D) A declaration of acquisition setting forth
4 the value of real estate holdings in such county of
5 the company as an acquired company.
6 (ii) The provisions of 75 Pa.C.S. § 1114 (relating
7 to transfer of vehicle by operation of law) shall not be
8 applicable to a transfer of ownership of any motor
9 vehicle, trailer or semitrailer from a dividing company
10 to a new company under this section or under a similar
11 law of any other jurisdiction but any such transfer shall
12 be effective only upon compliance with the requirements
13 of 75 Pa.C.S. § 1116 (relating to issuance of new
14 certificate following transfer).
15 (c) Taxes.--Any taxes, penalties and public accounts of the
16 Commonwealth, claimed against the dividing company but not
17 settled, assessed or determined prior to the division, shall be
18 settled, assessed or determined against any of the resulting
19 companies and, together with interest thereon, shall be a lien
20 against the property, both real and personal, of all the
21 companies. Upon the application of the dividing company, the
22 Department of Revenue, with the concurrence of the Office of
23 Employment Security of the Department of Labor and Industry,
24 shall release one or more, but less than all, of the resulting
25 companies from liability and liens for all taxes, penalties and
26 public accounts of the dividing company due the Commonwealth for
27 periods prior to the effective date of the division if those
28 departments are satisfied that the public revenues will be
29 adequately secured.
30 (d) Certificate of organization of surviving company.--The
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1 certificate of organization of the surviving company, if there
2 be one, shall be deemed to be amended to the extent, if any,
3 that changes in its certificate are stated in the plan of
4 division.
5 (e) Certificates of organization of new companies.--The
6 statements that are set forth in the plan of division with
7 respect to each new domestic limited liability company and that
8 are required or permitted to be set forth in a restated
9 certificate of organization of companies organized under this
10 chapter, or the certificate of organization of each new company
11 set forth therein, shall be deemed to be the certificate of
12 organization of each new company.
13 (f) Managers.--Unless otherwise provided in the plan, the
14 managers, if any, of the dividing limited liability company
15 shall be the initial managers of each of the resulting
16 companies.
17 (g) Disposition of membership interests.--Unless otherwise
18 provided in the plan, the membership interests and other
19 securities or obligations, if any, of each new company resulting
20 from the division shall be distributable to:
21 (1) the surviving company, if the dividing company
22 survives the division; or
23 (2) the members of the dividing company in the
24 proportions in which the members share in distributions, in
25 any other case.
26 SUBCHAPTER I
27 DISSOLUTION
28 Sec.
29 8971. Dissolution.
30 8972. Judicial dissolution.
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1 8973. Winding up.
2 8974. Distribution of assets upon dissolution.
3 8975. Certificate of dissolution.
4 8976. Effect of filing certificate of dissolution.
5 8977. Survival of remedies and rights after dissolution.
6 8978. Dissolution by domestication.
7 § 8971. Dissolution.
8 (a) General rule.--A limited liability company is dissolved
9 and its affairs shall be wound up upon the happening of the
10 first to occur of the following events:
11 (1) At the time or upon the happening of events
12 specified in the certificate of organization.
13 (2) At the time or upon the happening of events
14 specified in writing in the operating agreement.
15 (3) By the unanimous written agreement or consent of all
16 members.
17 (4) Upon a member becoming a bankrupt or executing an
18 assignment for the benefit of creditors, or the death,
19 retirement, resignation, expulsion or dissolution of a
20 member, or the occurrence of any other event that terminates
21 the continued membership of a member in the company, unless
22 the business of the company is continued by the consent of
23 all the remaining members given within 90 days following such
24 event or under a right to do so stated in the operating
25 agreement.
26 (5) Entry of an order of judicial dissolution under
27 section 8972 (relating to judicial dissolution).
28 (b) Cross reference.--See section 8103 (relating to
29 continuation of certain limited partnerships and limited
30 liability companies).
19930H1719B4225 - 95 -
1 § 8972. Judicial dissolution.
2 On application by or for a member, the court may order
3 dissolution of a limited liability company whenever it is not
4 reasonably practicable to carry on the business in conformity
5 with the operating agreement.
6 § 8973. Winding up.
7 (a) General rule.--Except as provided in subsection (b) and
8 unless otherwise provided in the operating agreement, the
9 affairs of a limited liability company shall be wound up by the
10 managers or, if none, by:
11 (1) the members who have not wrongfully dissolved the
12 company; or
13 (2) a person approved by the members or, if there is
14 more than one class or group of members, by each class or
15 group of members, in each case by a majority in interest of
16 the members in each class or group.
17 (b) Judicial supervision.--The court may wind up the affairs
18 of the company upon application of any member, his legal
19 representative or assignee and, in connection therewith, may
20 appoint a liquidating trustee.
21 § 8974. Distribution of assets upon dissolution.
22 (a) General rule.--In settling accounts after dissolution,
23 the liabilities of the limited liability company shall be
24 entitled to payment in the following order:
25 (1) Those to creditors, including members or managers
26 who are creditors, in the order of priority as provided by
27 law, in satisfaction of the liabilities of the company,
28 whether by payment or the making of reasonable provision for
29 payment thereof, other than liabilities for distributions to
30 members under section 8932 (relating to distributions) or
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1 8933 (relating to distributions upon an event of
2 dissociation).
3 (2) Unless otherwise provided in the operating
4 agreement, to members and former members in satisfaction of
5 liabilities for distributions under section 8932 or 8933.
6 (3) Unless otherwise provided in the operating
7 agreement, to members in respect of:
8 (i) Their contributions to capital.
9 (ii) Their share of the profits and other
10 compensation by way of income on their contributions.
11 (b) Provision for claims.--A company that has dissolved
12 shall pay or make reasonable provision to pay all claims and
13 obligations, including all contingent, conditional or unmatured
14 claims and obligations, known to the company and all claims and
15 obligations that are known to the company but for which the
16 identity of the claimant is unknown. If there are sufficient
17 assets, such claims and obligations shall be paid in full, and
18 any such provision for payment made shall be made in full. If
19 there are insufficient assets, such claims and obligations shall
20 be paid or provided for according to their priority and, among
21 claims and obligations of equal priority, ratably to the extent
22 of assets available therefor. Unless otherwise provided in the
23 operating agreement, any remaining assets shall be distributed
24 as provided in this chapter. Any liquidating trustee winding up
25 the affairs of a company who has complied with this section
26 shall not be personally liable to the claimants of the dissolved
27 company by reason of his actions in winding up the company.
28 § 8975. Certificate of dissolution.
29 (a) General rule.--When all debts, liabilities and
30 obligations of the limited liability company have been paid and
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1 discharged or adequate provision has been made therefor and all
2 of the remaining property and assets of the company have been
3 distributed to the members, a certificate of dissolution shall
4 be executed by the company. The certificate of dissolution shall
5 set forth:
6 (1) The name of the company.
7 (2) That all debts, obligations and liabilities of the
8 company have been paid and discharged or that adequate
9 provision has been made therefor.
10 (3) That all the remaining property and assets of the
11 company have been distributed among its members in accordance
12 with their respective rights and interests.
13 (4) That there are no actions pending against the
14 company in any court or that adequate provision has been made
15 for the satisfaction of any judgment that may be entered
16 against it in any pending action.
17 (b) Filing of certificate.--The certificate of dissolution
18 and the certificates or statement required by section 139
19 (relating to tax clearance of certain fundamental transactions)
20 shall be filed in the Department of State.
21 (c) Cross references.--See sections 134 (relating to
22 docketing statement), 135 (relating to requirements to be met by
23 filed documents) and 8907 (relating to execution of documents).
24 § 8976. Effect of filing certificate of dissolution.
25 (a) General rule.--Upon the filing of a certificate of
26 dissolution, the existence of the limited liability company
27 shall cease, except for the purpose of legal actions, other
28 proceedings and appropriate action as provided in this chapter.
29 (b) Postfiling administration.--The manager or managers in
30 office at the time of dissolution, or the survivors of them, or,
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1 if management of the company is retained by the members, then
2 all members shall thereafter be trustees for the members and
3 creditors of the dissolved company and as such shall have
4 authority to distribute any company property discovered after
5 dissolution, convey real estate and take such other action as
6 may be necessary on behalf of and in the name of such dissolved
7 company.
8 § 8977. Survival of remedies and rights after dissolution.
9 (a) General rule.--The dissolution of a limited liability
10 company shall not eliminate or impair any remedy available to or
11 against the company or its managers or members for any right or
12 claim existing or liability incurred prior to the dissolution,
13 if an action thereon is brought on behalf of:
14 (1) the company within the time otherwise limited by
15 law; or
16 (2) any other person before or within two years after
17 the date of the dissolution or within the time otherwise
18 limited by law, whichever is less.
19 (b) Action in name of company.--An action brought under
20 subsection (a) may be prosecuted against and defended by the
21 company under the name of the company.
22 (c) Preservation of limited liability.--The dissolution of a
23 company shall not affect the limited liability of members with
24 respect to transactions occurring or acts or omissions done or
25 omitted in the name of or by the company except that each member
26 shall be liable for his pro rata portion of the unpaid
27 liabilities of the company up to the amount of the net assets of
28 the company distributed to the member in connection with the
29 dissolution.
30 § 8978. Dissolution by domestication.
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1 Whenever a domestic limited liability company has
2 domesticated itself under the laws of another jurisdiction by
3 action similar to that provided by section 8982 (relating to
4 domestication) and has authorized that action by the vote
5 required by this subchapter for the approval of a proposal that
6 the company dissolve voluntarily, the company may surrender its
7 certificate of organization under the laws of this Commonwealth
8 by filing in the Department of State a certificate of
9 dissolution under section 8975 (relating to certificate of
10 dissolution). In lieu of the statements required by section
11 8975(a)(2) through (4), the certificate of dissolution shall set
12 forth a statement that the company has domesticated itself under
13 the laws of another jurisdiction.
14 SUBCHAPTER J
15 FOREIGN COMPANIES
16 Sec.
17 8981. Foreign limited liability companies.
18 8982. Domestication.
19 § 8981. Foreign limited liability companies.
20 (a) General rule.--A foreign limited liability company shall
21 be subject to Subchapter K of Chapter 85 (relating to foreign
22 limited partnerships), as if it were a foreign limited
23 partnership, except that:
24 (1) Section 8582(a)(5) and (6) (relating to
25 registration) shall not be applicable to the application for
26 registration of a foreign limited liability company.
27 (2) If the foreign limited liability company is to be a
28 qualified foreign restricted professional company, its
29 application for registration shall so state and shall also
30 contain a brief description of the professional service or
19930H1719B4225 - 100 -
1 services to be rendered by the company.
2 (3) A qualified foreign limited liability company shall
3 enjoy the same rights and privileges as a domestic limited
4 liability company, but no more, and, except as otherwise
5 provided by law, shall be subject to the same liabilities,
6 restrictions, duties and penalties now in force or hereafter
7 imposed upon domestic limited liability companies to the same
8 extent as if it had been organized under this chapter.
9 (b) Provision applicable to all foreign limited liability
10 companies.--Section 8926 (relating to certain specifically
11 authorized debt terms) shall be applicable to any obligation (as
12 defined in section 1510 (relating to certain specifically
13 authorized debt terms)) of a foreign limited liability company
14 executed or effected in this Commonwealth or affecting real
15 property situated in this Commonwealth.
16 § 8982. Domestication.
17 (a) General rule.--Any qualified foreign limited liability
18 company may become a domestic limited liability company by
19 filing in the Department of State a certificate of
20 domestication. The certificate of domestication, upon being
21 filed in the department, shall constitute the certificate of
22 organization of the domesticated company, and it shall
23 thereafter continue as a limited liability company which shall
24 be a domestic limited liability company subject to this chapter.
25 (b) Certificate of domestication.--The certificate of
26 domestication shall be executed by the company and shall set
27 forth in the English language:
28 (1) The name of the company. If the name is in a foreign
29 language, it shall be set forth in Roman letters or
30 characters or Arabic or Roman numerals.
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1 (2) Subject to section 109 (relating to name of
2 commercial registered office provider in lieu of registered
3 address), the address, including street and number, if any,
4 of its registered office in this Commonwealth.
5 (3) A statement that upon domestication the company will
6 be subject to the domestic limited liability company
7 provisions of the Limited Liability Company Law of (in
8 printing this act in the Laws of Pennsylvania and the
9 Pennsylvania Consolidated Statutes, the Legislative Reference
10 Bureau shall insert here, in lieu of this statement, the
11 calendar year of enactment of this act) and, if desired, a
12 brief statement of the purpose or purposes for which it is to
13 be domesticated which shall be a purpose or purposes for
14 which a domestic limited liability company may be organized
15 under this chapter and which may consist of or include a
16 statement that the company shall have unlimited power to
17 engage in and to do any lawful act concerning any or all
18 lawful business for which companies may be organized under
19 the Limited Liability Company Law of (in printing this act in
20 the Laws of Pennsylvania and the Pennsylvania Consolidated
21 Statutes, the Legislative Reference Bureau shall insert here,
22 in lieu of this statement, the calendar year of enactment of
23 this act).
24 (4) Any desired provisions relating to the manner and
25 basis of reclassifying the membership interests of the
26 company.
27 (5) A statement that the filing of the certificate of
28 domestication and, if desired, the renunciation of the
29 original certificate of organization of the company has been
30 authorized (unless its certificate of organization or other
19930H1719B4225 - 102 -
1 organic documents require a greater vote) by a majority of
2 the votes cast by all members entitled to vote thereon and,
3 if any class of members is entitled to vote thereon as a
4 class, a majority of the votes cast in each class vote.
5 (6) Any other provisions authorized or required by this
6 chapter to be set forth in an original certificate of
7 organization.
8 See sections 134 (relating to docketing statement), 135
9 (relating to requirements to be met by filed documents) and 8907
10 (relating to execution of documents).
11 (c) Effect of domestication.--As a domestic limited
12 liability company, the domesticated company shall no longer be a
13 foreign limited liability company for the purposes of this
14 chapter and shall have all the powers and privileges and be
15 subject to all the duties and limitations granted and imposed
16 upon domestic limited liability companies. The property, debts,
17 liens, estates, taxes, penalties and public accounts due the
18 Commonwealth shall continue to be vested in and imposed upon the
19 company to the same extent as if it were the successor by merger
20 of the domesticating company with and into a domestic limited
21 liability company under Subchapter G (relating to mergers and
22 consolidations). The shares of the domesticated company shall be
23 unaffected by the domestication except to the extent, if any,
24 reclassified in the certificate of domestication.
25 SUBCHAPTER K
26 ACTIONS
27 Sec.
28 8991. Parties to actions.
29 8992. Authority to sue.
30 8993. Effect of lack of authority to sue.
19930H1719B4225 - 103 -
1 § 8991. Parties to actions.
2 (a) General rule.--Suit may be brought by or against a
3 limited liability company in its own name.
4 (b) Members as parties.--A member of a company is not a
5 proper party to an action or proceeding by or against the
6 company, except where the object is to enforce the right of a
7 member against or his liability to the company.
8 § 8992. Authority to sue.
9 Suit on behalf of a limited liability company may be brought
10 in the name of the company by:
11 (1) Any member of the company, whether or not the
12 certificate of organization vests management of the company
13 in one or more managers, who is duly authorized to sue by the
14 vote of members entitled to vote who do not have an interest
15 in the outcome of the suit that is adverse to the interest of
16 the company.
17 (2) Any manager of the company, if the certificate of
18 organization vests management of the company in one or more
19 managers, who is duly authorized to do so by the vote of
20 managers who do not have an interest in the outcome of the
21 suit that is adverse to the interest of the company.
22 § 8993. Effect of lack of authority to sue.
23 The lack of authority of a member or manager to sue on behalf
24 of a limited liability company may not be asserted as a defense
25 to an action by the company or by the company as a basis for
26 bringing a subsequent suit on the same cause of action.
27 SUBCHAPTER L
28 RESTRICTED PROFESSIONAL COMPANIES
29 Sec.
30 8995. Application and effect of subchapter.
19930H1719B4225 - 104 -
1 8996. Restrictions.
2 8997. Taxation of restricted professional companies.
3 8998. Annual registration.
4 § 8995. Application and effect of subchapter.
5 (a) General rule.--This subchapter shall be applicable to a
6 limited liability company that is a restricted professional
7 company. The specific provisions of this subchapter shall <--
8 control over the general provisions of this chapter.
9 (b) Application to limited liability companies generally.--
10 Except as provided in section 8997 (relating to taxation of
11 restricted professional companies), the existence of a provision
12 of this subchapter shall not of itself create any implication
13 that a contrary or different rule of law is or would be
14 applicable to a limited liability company that is not a
15 restricted professional company. This subchapter shall not
16 affect any statute or rule of law that is or would be applicable
17 to a limited liability company that is not a restricted
18 professional company.
19 (c) Laws applicable to restricted professional companies.--
20 Except as otherwise provided in this subchapter, this chapter
21 shall be generally applicable to all restricted professional
22 companies. The specific provisions of this subchapter shall
23 control over the general provisions of this chapter.
24 (d) Election of restricted professional company status.--At
25 the time an existing limited liability company that has
26 previously conducted a business not involving the rendering of a
27 restricted professional service begins to render one or more
28 restricted professional services, the company shall amend its
29 certificate of organization to include the statement required by
30 section 8913(7) (relating to certificate of organization). For
19930H1719B4225 - 105 -
1 purposes of sections 8925 (relating to taxation of limited
2 liability companies) and 8997, the company shall be deemed to
3 have become a restricted professional company on the first day
4 of the taxable year of the company following the taxable year in
5 which the amendment of its certificate of organization required
6 by this subsection is filed.
7 (e) Termination of restricted professional company status.--
8 Except as provided in this subsection, the status of a
9 restricted professional company as such shall terminate, and the
10 company shall cease to be subject to this subchapter, at such
11 time as it ceases to render any restricted professional
12 services. Upon ceasing to render any restricted professional
13 services, the company shall amend its certificate of
14 organization to delete the statement required by section
15 8913(7). For purposes of sections 8925 and 8997, the company
16 shall be deemed to have ceased being a restricted professional
17 company on the first day of the taxable year of the company
18 following the taxable year in which it ceased to render any
19 restricted professional services.
20 § 8996. Restrictions.
21 (a) Purposes of restricted professional companies.--A
22 restricted professional company shall not engage in any business
23 other than conducting the practice of the restricted
24 professional service or services for which it was specifically
25 organized, except that a restricted professional company may:
26 (1) Own real and personal property necessary for, or
27 appropriate or desirable in, the fulfillment or rendering of
28 its specific restricted professional service or services and
29 it may invest its funds in real estate, mortgages, stocks,
30 bonds or any other type of investment.
19930H1719B4225 - 106 -
1 (2) Be a partner, shareholder, member or other owner of
2 a partnership, corporation, limited liability company or
3 other association engaged in the business of rendering the
4 restricted professional service or services for which the
5 restricted professional company was organized.
6 (b) Ownership and governance of restricted professional
7 companies.--Not less than one-half of: <--
8 (1) the members of a restricted professional company,
9 regardless of whether it is managed by one or more managers,
10 shall be licensed persons; and
11 (2) the managers of a restricted professional company
12 managed by one or more managers shall be licensed persons.
13 EXCEPT AS OTHERWISE PROVIDED BY A STATUTE, RULE OR REGULATION <--
14 APPLICABLE TO A PARTICULAR PROFESSION, ALL OF THE MEMBERS AND
15 THE MANAGERS, IF ANY, OF A RESTRICTED PROFESSIONAL COMPANY
16 SHALL BE LICENSED PERSONS.
17 (c) Rendering restricted professional services.--
18 (1) A restricted professional company may lawfully
19 render restricted professional services only through licensed
20 persons. The company may employ persons not so licensed but
21 those persons shall not render any restricted professional
22 services rendered or to be rendered by it.
23 (2) Paragraph (1) shall not be interpreted to preclude
24 the use of clerks, secretaries, nurses, administrators,
25 bookkeepers, technicians and other assistants or
26 paraprofessionals who are not usually and ordinarily
27 considered by law, custom and practice to be rendering the
28 restricted professional service or services for which the
29 restricted professional company was organized nor to preclude
30 the use of any other person who performs all his employment
19930H1719B4225 - 107 -
1 under the direct supervision and control of a licensed
2 person. A person shall not, under the guise of employment,
3 render restricted professional services unless duly licensed
4 or admitted to practice as required by law.
5 (3) Notwithstanding any other provision of law, a
6 restricted professional company may charge for the restricted
7 professional services rendered by it, may collect those
8 charges and may compensate those who render the restricted
9 professional services.
10 (d) Application.--For purposes of applying subsection (a):
11 (1) The practice of the restricted professional service
12 of public accounting shall be deemed to include:
13 (i) The provision of one or more kinds of services
14 involving the use of accounting or auditing skills,
15 including, without limitation, the issuance of reports on
16 financial statements.
17 (ii) The provision of one or more kinds of
18 management advisory, financial advisory or consulting
19 services.
20 (iii) The preparation of tax returns or the
21 furnishing of advice on tax matters.
22 (2) A restricted professional company shall not engage
23 in the conduct of the business of, or own directly or
24 indirectly any equity interest in:
25 (i) A clinical laboratory as defined in section 2 of
26 the act of September 26, 1951 (P.L.1539, No.389), known
27 as The Clinical Laboratory Act.
28 (ii) A blood bank as defined in section 3 of the act
29 of December 6, 1972 (P.L.1614, No.335), known as the
30 Pennsylvania Blood Bank Act.
19930H1719B4225 - 108 -
1 (iii) A health care facility as defined in section
2 802.1 of the act of July 19, 1979 (P.L.130, No.48), known
3 as the Health Care Facilities Act.
4 (iv) An ambulatory service facility as defined in
5 section 3 of the act of July 8, 1986 (P.L.408, No.89),
6 known as the Health Care Cost Containment Act.
7 (v) A kidney treatment center or a hemodialysis
8 center.
9 § 8997. Taxation of restricted professional companies.
10 (a) General rule.--Except as provided in subsection (b) and
11 in section 8925(b) (relating to reorganizations), for the
12 purposes of the imposition by the Commonwealth or any political
13 subdivision of any tax or license fee on or with respect to any
14 income, property, privilege, transaction, subject or occupation,
15 a domestic or qualified foreign restricted professional company
16 shall be deemed to be a limited partnership organized and
17 existing under Chapter 85 (relating to limited partnerships),
18 and a member of such a company, as such, shall be deemed a
19 limited partner of a limited partnership.
20 (b) Exception.--A domestic or qualified foreign restricted
21 professional company shall be subject to section 8925(a)
22 (relating to taxation of limited liability companies), instead
23 of subsection (a), for the whole of any taxable year of the
24 company during any part of which the company has:
25 (1) engaged in any business not permitted by section
26 8996(a) (relating to purposes of restricted professional
27 companies);
28 (2) had only one member; or
29 (3) been a member of a limited liability company.
30 § 8998. Annual registration.
19930H1719B4225 - 109 -
1 (a) General rule.--Every domestic restricted professional
2 company in existence on December 31 of any year and every
3 qualified foreign restricted professional company that is
4 registered to do business in this Commonwealth on December 31 of
5 any year shall file in the Department of State with respect to
6 that year, and on or before April 15 of the following year, a
7 certificate of annual registration on a form provided by the
8 department, executed by the company and accompanied by the
9 annual registration fee prescribed by subsection (b). The
10 department shall not charge a fee other than the annual
11 registration fee for filing the certificate of annual
12 registration. The certificate of annual registration shall
13 include a statement by the company as to whether or not it
14 engaged in any business not permitted by section 8996(a)
15 (relating to purposes of restricted professional companies)
16 during the year with respect to which the certificate is being
17 filed.
18 (b) Annual registration fee.--
19 (1) Except as provided in paragraph (2), the THE annual <--
20 registration fee to be paid when filing a certificate of
21 annual registration shall be equal to $250 A BASE FEE OF $300 <--
22 times the number of persons who on December 31 of the year
23 with respect to which the certificate of annual registration
24 is being filed:
25 (i) were licensed persons;
26 (ii) were members of the company; and
27 (iii) had their principal residence in this
28 Commonwealth.
29 (2) Regardless of the number of members of a company, <--
30 the annual registration fee shall not be more than $20,000.
19930H1719B4225 - 110 -
1 (2) THE BASE FEE OF $300 SHALL BE INCREASED ON DECEMBER <--
2 31, 1997, AND DECEMBER 31 OF EVERY THIRD YEAR THEREAFTER, BY
3 THE PERCENTAGE INCREASE IN THE CONSUMER PRICE INDEX FOR URBAN
4 WORKERS DURING THE MOST RECENT THREE CALENDAR YEARS FOR WHICH
5 THAT INDEX IS AVAILABLE ON THE DATE OF ADJUSTMENT. EACH
6 ADJUSTMENT UNDER THIS PARAGRAPH SHALL BE ROUNDED UP TO THE
7 NEAREST $10.
8 (c) Notice of annual registration.--Not later than February
9 1 of each year, the department shall give notice to every
10 restricted professional company required to file a certificate
11 of annual registration with respect to the preceding year of the
12 requirement to file the certificate. The notice SHALL STATE THE <--
13 AMOUNT OF THE BASE FEE PAYABLE UNDER SUBSECTION (B)(1), AS
14 ADJUSTED PURSUANT TO SUBSECTION (B)(2), IF APPLICABLE, AND shall
15 be accompanied by the form of certificate to be filed. Failure
16 by the department to give notice to any party or, failure by any
17 party to receive notice of the annual registration requirement
18 shall not relieve the party of the obligation to file the
19 certificate.
20 (d) Credit to Corporation Bureau Restricted Account.--The
21 annual registration fee shall not be deemed to be an amount
22 received by the department under Subchapter C of Chapter 1 for
23 purposes of section 155 (relating to disposition of funds),
24 except that $25 of the fee shall be credited to the Corporation
25 Bureau Restricted Account.
26 (e) Functions of Department of State.--The department shall
27 not inquire into the accuracy of any information or statement <--
28 set forth in a certificate of annual registration, but the
29 department shall send to the Department of Revenue a copy of any
30 certificate that discloses the conduct of any business not
19930H1719B4225 - 111 -
1 permitted by section 8996(a).
2 (f) Annual fee to be lien.--Failure to pay the annual
3 registration fee imposed by this section shall not affect the
4 existence or status of the restricted professional company as
5 such, but the annual registration fee shall be a lien, from the
6 time the annual registration fee is due and payable, upon all of
7 the property and proceeds thereof of the company in which a
8 security interest can be perfected, in whole or in part, by
9 filing in the department under 13 Pa.C.S. Div. 9 (relating to
10 secured transactions; sale of account, contract rights and
11 chattel paper), whether the property and proceeds are owned by
12 the company at the time the annual registration fee becomes due
13 and payable or are acquired thereafter. Except as otherwise
14 provided by statute, the lien created by this subsection shall
15 have priority over all other liens, security interests or other
16 charges, except liens for taxes or other charges due the
17 Commonwealth. The lien created by this subsection shall be
18 entered on the records of the department and indexed in the same
19 manner as a financing statement filed under 13 Pa.C.S. Div. 9.
20 At the time an annual registration fee that has resulted in the
21 creation of the lien under this subsection is paid, the
22 department shall terminate the lien with respect to that annual
23 registration fee without requiring a separate filing by the
24 company for that purpose.
25 (g) Cross references.--See section 8907 (relating to
26 execution of documents) and 18 Pa.C.S. § 4904 (relating to
27 unsworn falsification to authorities).
28 § 9302. Application of chapter.
29 This chapter shall apply to and the word "association" in
30 this chapter shall mean a professional association organized
19930H1719B4225 - 112 -
1 under the act of August 7, 1961 (P.L.941, No.416), known as the
2 Professional Association Act, which has not:
3 (1) Reorganized as an electing partnership under Chapter
4 87 (relating to electing partnerships).
5 (2) Elected to become a professional corporation in the
6 manner provided by section 2905 (relating to election of
7 professional associations to become professional
8 corporations).
9 (3) Elected to become a limited liability company in the
10 manner provided by section 8908 (relating to election of
11 professional association to become limited liability
12 company).
13 An association may not be originally organized under this
14 chapter.
15 § 9501. Application and effect of chapter.
16 * * *
17 (d) Multistate application.--It is the intent of the General
18 Assembly in enacting this chapter that the legal existence of
19 business trusts organized in this Commonwealth be recognized
20 outside the boundaries of this Commonwealth and that, subject to
21 any reasonable requirement of registration, a domestic business
22 trust transacting business outside this Commonwealth be granted
23 protection of full faith and credit under the Constitution of
24 the United States.
25 § 9506. Liability of trustees and beneficiaries.
26 * * *
27 (c) Certain specifically authorized debt terms.--A business
28 trust shall be subject to section 1510 (relating to certain
29 specifically authorized debt terms) to the same extent as if it
30 were a business corporation.
19930H1719B4225 - 113 -
1 (d) Professional relationship unaffected.--Subsection (a)
2 shall not afford trustees or beneficiaries of a business trust
3 providing professional services with greater immunity than is
4 available to the officers, shareholders, employees or agents of
5 a professional corporation. See section 2925 (relating to
6 professional relationship retained).
7 (e) Disciplinary jurisdiction unaffected.--A business trust
8 providing professional services shall be subject to the
9 applicable rules and regulations adopted by, and all the
10 disciplinary powers of, the court, department, board, commission
11 or other government unit regulating the profession in which the
12 business trust is engaged. The court, department, board or other
13 government unit may require that a business trust include in its
14 instrument provisions that conform to any rule or regulation
15 heretofore or hereafter promulgated for the purpose of enforcing
16 the ethics of a profession. This chapter shall not affect or
17 impair the disciplinary powers of the court, department, board,
18 commission or other government unit over licensed persons or any
19 law, rule or regulation pertaining to the standards for
20 professional conduct of licensed persons or to the professional
21 relationship between any licensed person rendering professional
22 services and the person receiving professional services.
23 (F) PERMISSIBLE BENEFICIARIES.--EXCEPT AS OTHERWISE PROVIDED <--
24 BY A STATUTE, RULE OR REGULATION APPLICABLE TO A PARTICULAR
25 PROFESSION, ALL OF THE BENEFICIARIES OF A BUSINESS TRUST THAT
26 RENDERS ONE OR MORE RESTRICTED PROFESSIONAL SERVICES SHALL BE
27 LICENSED PERSONS. AS USED IN THIS SUBSECTION, THE TERM
28 "RESTRICTED PROFESSIONAL SERVICES" SHALL HAVE THE MEANING
29 SPECIFIED IN SECTION 8903 (RELATING TO DEFINITIONS).
30 (f) (G) Conflict of laws.--The personal liability of a <--
19930H1719B4225 - 114 -
1 trustee or beneficiary of a business trust to any person or in
2 any action or proceeding for the debts, obligations or
3 liabilities of the trust or for the acts or omissions of other
4 trustees, beneficiaries, employees or agents of the trust shall
5 be governed solely and exclusively by this chapter and the laws
6 of this Commonwealth. Whenever a conflict arises between the
7 laws of this Commonwealth and the laws of any other state with
8 respect to the liability of trustees or beneficiaries of a trust
9 organized and existing under this chapter for the debts,
10 obligations and liabilities of the trust or for the acts or
11 omissions of the other trustees, beneficiaries, employees or
12 agents of the trust, the laws of this Commonwealth shall govern
13 in determining such liability.
14 § 9507. Foreign business trusts.
15 (a) General rule.--A business trust organized under any laws
16 other than those of this Commonwealth shall be subject to
17 Subchapters B (relating to qualification) and C (relating to
18 powers, duties and liabilities) of Chapter 41, as if it were a
19 foreign business corporation, except that a qualified foreign
20 business trust shall enjoy the same rights and privileges as a
21 domestic business trust, but no more, and, except as otherwise
22 provided by law, shall be subject to the same liabilities,
23 restrictions, duties and penalties now in force or hereafter
24 imposed upon domestic business trusts, to the same extent as if
25 it were a domestic business trust.
26 (b) Provision applicable to all foreign business trusts.--
27 Section 9506(c) (relating to certain specifically authorized
28 debt terms) shall be applicable to any obligation (as defined in
29 section 1510 (relating to certain specifically authorized debt
30 terms)) of a business trust organized under any laws other than
19930H1719B4225 - 115 -
1 those of this Commonwealth, whether or not required to qualify
2 in this Commonwealth, executed or effected in this Commonwealth
3 or affecting real property situated in this Commonwealth.
4 Section 5. Amendment of Title 42.
5 Section 2524 of Title 42 is amended to read:
6 § 2524. Penalty for unauthorized practice of law.
7 [Any] (a) General rule.--Except as provided in subsection
8 (b), any person who within this Commonwealth shall practice law,
9 or who shall hold himself out to the public as being entitled to
10 practice law, or use or advertise the title of lawyer, attorney
11 at law, attorney and counselor at law, counselor, or the
12 equivalent in any language, in such a manner as to convey the
13 impression that he is a practitioner of the law of any
14 jurisdiction, without being an attorney at law or a corporation
15 complying with 15 Pa.C.S. Ch. 29 (relating to professional
16 corporations), commits a misdemeanor of the third degree.
17 (b) Practice by associations.--
18 (1) An association does not violate subsection (a) if it
19 provides legal services only through officers, employees or
20 agents who are duly admitted to practice law. The association
21 may employ persons not admitted to practice law, but those
22 persons shall not render any legal services rendered or to be
23 rendered by the association.
24 (2) This subsection shall not be interpreted to preclude
25 the use of clerks, secretaries, administrators, bookkeepers,
26 technicians and other assistants who are not usually and
27 ordinarily considered by law, custom and practice to be
28 rendering legal services nor to preclude the use of any other
29 person who performs all his employment under the direct
30 supervision and control of a person duly admitted to practice
19930H1719B4225 - 116 -
1 law. A person shall not, under the guise of employment,
2 render legal services unless duly admitted to practice law.
3 (3) Notwithstanding any other provision of law, an
4 association may charge for the legal services of its
5 officers, employees and agents, may collect those charges and
6 may compensate those who render the professional services.
7 Section 6. Amendment of Title 54.
8 As much of Title 54 as is hereinafter set forth is amended or
9 added to read:
10 § 303. Scope of chapter.
11 * * *
12 (b) Mandatory registration.--
13 * * *
14 (2) Paragraph (1) shall not apply to any:
15 * * *
16 (vi) Limited liability company which is registered
17 in the department pursuant to 15 Pa.C.S. Ch. 89 (relating
18 to limited liability companies).
19 (vii) Registered limited liability partnership which
20 is registered in the department pursuant to 15 Pa.C.S.
21 Ch. 82 (relating to registered limited liability
22 partnerships).
23 (viii) Business trust which is registered in the
24 department pursuant to 15 Pa.C.S. Ch. 95 (relating to
25 business trusts).
26 * * *
27 § 501. Register established.
28 (a) General rule.--A register is established by this chapter
29 which shall consist of such of the following names as are not
30 deleted therefrom by operation of section 504 (relating to
19930H1719B4225 - 117 -
1 effect of failure to make decennial filings) or 506 (relating to
2 voluntary termination of registration by corporations and other
3 associations):
4 * * *
5 (6) In the case of a limited partnership or limited
6 liability company subject to 15 Pa.C.S. Ch. 85 (relating to
7 limited partnerships) or 89 (relating to limited liability
8 companies), the name of the partnership or company as set
9 forth in the certificate of limited partnership, certificate
10 of organization or application for registration as a foreign
11 limited partnership or foreign limited liability company, as
12 the case may be.
13 (7) In the case of a business trust which exists subject
14 to 15 Pa.C.S. Ch. 95 (relating to business trusts), the name
15 of the trust as set forth in the instrument filed in the
16 department under 15 Pa.C.S. § 9503 (relating to documentation
17 of trust), or in the application for registration filed
18 pursuant to 15 Pa.C.S. § 9507 (relating to foreign business
19 trusts).
20 (8) In the case of a registered limited liability
21 partnership subject to 15 Pa.C.S. Ch. 82 (relating to
22 registered limited liability partnerships) that is not also a
23 limited partnership, the name of the partnership as set forth
24 in the statement of registration or application for
25 registration as a foreign registered limited liability
26 partnership.
27 * * *
28 Section 7. Repeal.
29 The act of May 26, 1947 (P.L.318, No.140), known as The
30 C.P.A. Law, is repealed insofar as it prohibits practice of
19930H1719B4225 - 118 -
1 public accounting in the form of a limited liability company
2 whose members are all certified public accountants duly
3 qualified to practice as certified public accountants in a state
4 or territory of the United States or the District of Columbia,
5 or public accountants registered under said act and engaged in
6 the practice of public accounting.
7 Section 8. Retroactivity.
8 The amendment of 15 Pa.C.S. § 153(a)(8)(vii) shall be
9 retroactive to December 18, 1992, but the Department of State
10 shall not be required to refund any portion of a fee collected
11 under 15 Pa.C.S. § 153(a)(8) if the amount of the fee was lawful
12 at the time it was collected.
13 Section 9. Effective date.
14 This act shall take effect in 60 days.
19930H1719B4225 - 119 -
1 SOURCE NOTES
2 The source note for 15 Pa.C.S. § 8104 is as follows:
3 15 Pa.C.S. § 8104: Patterned after Constitution, Article 10,
4 § 3, and 15 Pa.C.S. § 501(a).
5 The source notes for 15 Pa.C.S. Ch. 82 are as follows:
6 15 Pa.C.S. § 8201: Patterned after 15 Pa.C.S. § 8701.
7 Compare Title IX La. Civ. Code § 3410 and Tex. Partnerships and
8 Joint Stock Cos. Code Art. 6132b, § 45-A.
9 15 Pa.C.S. § 8202: New.
10 15 Pa.C.S. § 8203: Patterned after 15 Pa.C.S. § 8505.
11 Compare 6 Del. Code § 1545, Title IX La. Civ. Code § 3411 and
12 Tex. Partnerships and Joint Stock Cos. Code Art. 6132b, § 45-B.
13 15 Pa.C.S. § 8204: Subsections (a) and (b) patterned after 6
14 Del. Code § 1515(b) and (c), Title IX La. Civ. Code § 3409 and
15 Tex. Partnerships and Joint Stock Cos. Code Art. 6132b, § 15.
16 Subsection (c) patterned after 15 Pa.C.S. § 1979(b).
17 15 Pa.C.S. § 8205: Patterned in general after 15 Pa.C.S. §
18 8524(a).
19 15 Pa.C.S. § 8206: Subsections (a) and (b) patterned after
20 Tex. Partnerships and Joint Stock Cos. Code Art. 6132b, § 45-C.
21 Subsection (c) patterned after 6 Del. Code § 1546(d).
22 15 Pa.C.S. § 8207: Subsection (a) patterned after 15 Pa.C.S.
23 § 8902. Subsection (b) patterned after 15 Pa.C.S. § 8904(b).
24 Subsection (c) patterned after 15 Pa.C.S. § 8922(c).
25 15 Pa.C.S. § 8211: Subsection (a) is patterned after 15 <--
26 Pa.C.S. § 8581. Subsection (b) patterned after 15 Pa.C.S. §
27 8981(a).
28 15 Pa.C.S. § 8221: New.
29 The source notes for the new provisions of 15 Pa.C.S. Ch. 85
30 are as follows:
31 15 Pa.C.S. § 8576: Patterned after 15 Pa.C.S. § 1951.
32 15 Pa.C.S. § 8577: Patterned after 15 Pa.C.S. § 1952.
33 15 Pa.C.S. § 8578: Patterned after 15 Pa.C.S. § 1953.
34 15 Pa.C.S. § 8579: Patterned after 15 Pa.C.S. §§ 1954, 1955
35 and 1956.
36 15 Pa.C.S. § 8580: Patterned after 15 Pa.C.S. § 1957.
37 15 Pa.C.S. § 8590: Patterned after 15 Pa.C.S. §§ 4161 and
38 4162.
39 The source notes for 15 Pa.C.S. Ch. 89 are as follows:
40 15 Pa.C.S. § 8901: Patterned after Prototype Limited
41 Liability Company Act § 101.
42 15 Pa.C.S. § 8902: See also 15 Pa.C.S. §§ 8904(b) and
43 8922(d).
44 15 Pa.C.S. § 8903: Definition of "real property" patterned
45 after Wyo. Stat. 17-15-102. Definition of "bankrupt" patterned
46 after proposed Revised Uniform Partnership Act § 101.
47 Definitions of "relax," "unless otherwise provided" and "unless
48 otherwise restricted" patterned after 15 Pa.C.S. § 1103.
49 Definitions of "certificate of organization," "court,"
50 "department," "entitled to vote," "foreign limited liability
51 company," "liquidating trustee," "obligation," "qualified
52 foreign limited liability company" and "registered office"
53 patterned after 15 Pa.C.S. § 8503. Definitions of "event of
54 dissociation," "limited liability company," "manager" and
55 "member" patterned after Prototype Limited Liability Company Act
56 § 102. The first two sentences of the definition of "operating
57 agreement" are patterned after the definition of that term in
58 Prototype Limited Liability Company Act § 102. The third
59 sentence of the definition of "operating agreement" is patterned
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1 in general after 15 Pa.C.S. § 1306(b). Definition of "licensed
2 person" patterned after 15 Pa.C.S. § 2902. The terms "domestic
3 restricted professional company," "professional company,"
4 "professional services," "qualified foreign restricted
5 professional company" and "restricted professional services" are
6 new. The terms used in the definition of "restricted
7 professional services" are defined in the following other
8 provisions of law: "chiropractic" (act of December 16, 1986
9 (P.L.1646, No.188), § 102); "dentistry" (act of May 1, 1933
10 (P.L.216, No.76), § 2, as amended); "law" (cf. 42 Pa.C.S. Ch. 25
11 Subch. B); "medicine and surgery" (section 2 of act of December
12 20, 1985 (P.L.457, No.112); see also 1 Pa.C.S. § 1991);
13 "optometry" (act of June 6, 1980 (P.L.197, No.57), § 2);
14 "osteopathic medicine and surgery" (act of October 5, 1978
15 (P.L.1109, No.261), § 2); "podiatric medicine" (act of March 2,
16 1956 (1955 P.L.1206, No.375), § 2, as amended); "public
17 accounting" (act of May 26, 1947 (P.L.318, No.140), § 2, as
18 amended by the act of March 7, 1984 (P.L.106, No.23), § 1);
19 "psychology" (act of March 23, 1972 (P.L.136, No.52), § 2);
20 "veterinary medicine" (act of December 27, 1974 (P.L.995,
21 No.326), § 3).
22 15 Pa.C.S. § 8904: Patterned in general after 15 Pa.C.S. §
23 8504. Prototype Limited Liability Company Act §§ 301, 302, 303,
24 305, 702, 705 and 707 omitted as supplied by this section.
25 15 Pa.C.S. § 8905: Patterned after 15 Pa.C.S. § 8505(a) and
26 (b). Compare Prototype Limited Liability Company Act §§ 103 and
27 104.
28 15 Pa.C.S. § 8906: Patterned after 15 Pa.C.S. § 8506.
29 Compare Prototype Limited Liability Company Act § 105.
30 15 Pa.C.S. § 8907: Patterned after 15 Pa.C.S. § 1109.
31 Compare Prototype Limited Liability Company Act § 204.
32 15 Pa.C.S. § 8908: Patterned after 15 Pa.C.S. § 2905.
33 15 Pa.C.S. § 8911: First sentence of subsection (a)
34 patterned after Prototype Limited Liability Company Act § 106
35 (first sentence) and Wyo. Stat. 17-15-103. Second sentence of
36 subsection (a) patterned after 15 Pa.C.S. § 1301 (second
37 sentence). Subsections (b) and (c) patterned after 15 Pa.C.S. §
38 1503.
39 15 Pa.C.S. § 8912: Patterned after Prototype Limited
40 Liability Company Act § 201.
41 15 Pa.C.S. § 8913: Patterned after 15 Pa.C.S. §§ 1306(a) and
42 8511(a) and Prototype Limited Liability Company Act § 202.
43 Paragraph (8) patterned in part after 15 Pa.C.S. § 1306(b).
44 15 Pa.C.S. § 8914: Patterned after 15 Pa.C.S. §§ 1308 and
45 1309(a). Compare Prototype Limited Liability Company Act §§ 205
46 and 206.
47 15 Pa.C.S. § 8915: Patterned after 15 Pa.C.S. § 8707(a).
48 15 Pa.C.S. § 8921: Subsection (a) patterned after 15 Pa.C.S.
49 § 1501. Compare Wyo. Stat. 17-15-104 and the Commentary to
50 Prototype Limited Liability Company Act § 106. Subsection (b)
51 patterned after 15 Pa.C.S. §§ 1502(a) and 8508. Subsection (c)
52 is new.
53 15 Pa.C.S. § 8922: Subsection (a) patterned after Wyo. Stat.
54 17-15-113, except last clause which is patterned after Prototype
55 Limited Liability Company Act § 304. Subsections (b) and (c)
56 derived from 15 Pa.C.S. § 2925. Subsections (c), (d) and (e) are <--
57 new. As to subsection (d), see also 15 Pa.C.S. § 8902.
58 15 Pa.C.S. § 8923: Patterned after Prototype Limited
59 Liability Company Act § 701.
19930H1719B4225 - 121 -
1 15 Pa.C.S. § 8924: Subsection (a) patterned after Wyo. Stat.
2 17-15-122. Subsection (b) patterned after 15 Pa.C.S. § 8562(b).
3 15 Pa.C.S. § 8925: Subsection (a) patterned in part after 15
4 Pa.C.S. § 8708.
5 15 Pa.C.S. § 8926: New. Compare 15 Pa.C.S. § 9506(c).
6 15 Pa.C.S. § 8931: Subsection (a) patterned after 15 Pa.C.S.
7 § 8541 and Prototype Limited Liability Company Act § 501.
8 Subsections (b) through (e) patterned after Prototype Limited
9 Liability Company Act § 502.
10 15 Pa.C.S. § 8932: Patterned after Wyo. Stat. 17-15-119,
11 except that reference to per capita distribution added. Compare
12 Prototype Limited Liability Company Act § 601.
13 15 Pa.C.S. § 8933: Patterned after Prototype Limited
14 Liability Company Act § 602.
15 15 Pa.C.S. § 8934: Patterned after Prototype Limited
16 Liability Company Act § 603.
17 15 Pa.C.S. § 8935: Patterned after Prototype Limited
18 Liability Act § 604.
19 15 Pa.C.S. § 8941: Patterned after Prototype Limited
20 Liability Company Act § 401.
21 15 Pa.C.S. § 8942: Subsections (a) and (b) patterned after
22 Prototype Limited Liability Company Act § 403. Subsection (d)
23 patterned after 15 Pa.C.S. § 8503 ("partnership agreement"(3)).
24 Subsection (e) patterned after 15 Pa.C.S. § 8522(c).
25 15 Pa.C.S. § 8943: Subsection (a) patterned after 15 Pa.C.S.
26 § 8334(a). Subsection (b)(1) patterned after 15 Pa.C.S. §
27 9506(b). Subsection (b)(2) patterned after Prototype Limited
28 Liability Company Act § 402(c).
29 15 Pa.C.S. § 8944: Patterned after 15 Pa.C.S. § 8522(a) and
30 (b).
31 15 Pa.C.S. § 8945: Patterned after 15 Pa.C.S. § 8510.
32 15 Pa.C.S. § 8946: Patterned after 6 Del. Code §§ 18-107 and
33 18-403.
34 15 Pa.C.S. § 8947: Patterned after 6 Del. Code § 18-602.
35 15 Pa.C.S. § 8948: Patterned after 6 Del. Code § 18-603.
36 15 Pa.C.S. § 8951: Subsection (a) patterned after 15 Pa.C.S.
37 § 8512(a). Subsection (b) patterned after 15 Pa.C.S. § 1911(b).
38 Subsections (c) and (d) patterned after 15 Pa.C.S. § 8512(e) and
39 (g). Compare Prototype Limited Liability Company Act § 203.
40 15 Pa.C.S. § 8956: Patterned after 15 Pa.C.S. § 8545.
41 15 Pa.C.S. § 8957: Patterned after 15 Pa.C.S. § 8546.
42 15 Pa.C.S. § 8958: Patterned after 15 Pa.C.S. §§ 8547 and
43 8548.
44 15 Pa.C.S. § 8959: Patterned after 15 Pa.C.S. § 8549.
45 15 Pa.C.S. § 8961: Patterned after 15 Pa.C.S. § 1951.
46 15 Pa.C.S. § 8962: Patterned after 15 Pa.C.S. § 1952.
47 15 Pa.C.S. § 8963: Patterned after 15 Pa.C.S. § 1953.
48 15 Pa.C.S. § 8964: Patterned after 15 Pa.C.S. §§ 1954, 1955
49 and 1956.
50 15 Pa.C.S. § 8965: Patterned after 15 Pa.C.S. § 1957.
51 15 Pa.C.S. § 8971: Patterned after 15 Pa.C.S. § 8571(a) and
52 (c). See also Prototype Limited Liability Company Act § 901.
53 15 Pa.C.S. § 8972: Patterned after 15 Pa.C.S. § 8572 and
54 Prototype Limited Liability Company Act § 902.
55 15 Pa.C.S. § 8973: Patterned after 15 Pa.C.S. § 8573.
56 15 Pa.C.S. § 8974: Patterned after 15 Pa.C.S. § 8574.
57 15 Pa.C.S. § 8975: Patterned after Wyo. Stat. 17-15-127 and
58 17-15-128(a).
59 15 Pa.C.S. § 8976: Patterned after Wyo. Stat. 17-15-128(b),
19930H1719B4225 - 122 -
1 except that the reference in subsection (b) to trusteeship by
2 members in the absence of managers is added. See also Wyo. Stat.
3 17-15-129(a).
4 15 Pa.C.S. § 8977: Patterned after 15 Pa.C.S. § 8575(a) and
5 (b) (first sentence).
6 15 Pa.C.S. § 8978: Patterned after 15 Pa.C.S. § 1980.
7 15 Pa.C.S. § 8981: Subsection (a) patterned after 15 Pa.C.S.
8 § 9507. Subsection (b) patterned after 15 Pa.C.S. § 4146.
9 15 Pa.C.S. § 8982: Patterned after 15 Pa.C.S. §§ 4161 and
10 4162.
11 15 Pa.C.S. § 8991: Subsection (a) patterned after Prototype
12 Limited Liability Company Act § 1101. Subsection (b) patterned
13 after Wyo. Stat. 17-15-130.
14 15 Pa.C.S. § 8992: Patterned after Prototype Limited
15 Liability Company Act § 1102.
16 15 Pa.C.S. § 8993: Patterned after Prototype Limited
17 Liability Company Act § 1103.
18 15 Pa.C.S. § 8995: Subsections (a), (b) and (c) are
19 patterned after 15 Pa.C.S. §§ 2901 and 3101. Subsections (d) and
20 (e) are patterned generally after 15 Pa.C.S. §§ 2904 and 2906,
21 respectively.
22 15 Pa.C.S. § 8996: Subsection (a) is patterned after 15
23 Pa.C.S. § 2922. Subsection (b) is patterned after section 30 of <--
24 the Model Professional Corporation Supplement (1984) to the
25 Revised Model Business Corporation Act (1984) 15 PA.C.S. § <--
26 2923(A) FIRST SENTENCE. Subsection (c) is patterned after 15
27 Pa.C.S. § 2924. Subsection (d)(1) is patterned after Uniform
28 Accountancy Act § 3(g).
29 15 Pa.C.S. § 8997: Subsection (a) patterned in part after 15
30 Pa.C.S. § 8708.
31 15 Pa.C.S. § 8998: New.
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