(a) General rule.-- A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the partnership agreement states causes dissolution; (2) the affirmative vote or consent of: (i) all general partners; and (ii) limited partners owning the rights to receive a majority of the distributions as limited partners at the time the vote or consent is to be effective; (3) after the dissociation of a person as a general partner: (i) if the partnership has at least one remaining general partner, the affirmative vote or consent to dissolve the partnership within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or (ii) if the partnership does not have a remaining general partner, the passage of 180 days after the dissociation, unless before the end of the period: (A) consent to continue the activities and affairs of the partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (B) at least one person is admitted as a general partner in accordance with the consent; (4) the passage of 180 consecutive days after the dissociation of the partnership's last limited partner, unless before the end of the period the partnership admits at least one limited partner; (5) the passage of 180 consecutive days during which the partnership has only one partner, unless before the end of the period: (i) the partnership admits at least one person as a partner; (ii) if the previously sole remaining partner is only a general partner, the partnership admits a person as a limited partner; and (iii) if the previously sole remaining partner is only a limited partner, the partnership admits a person as a general partner; or (6) on application by a partner, the entry by the court of an order dissolving the partnership on the grounds that: (i) the conduct of all or substantially all the partnership's activities and affairs is unlawful; (ii) it is not reasonably practicable to carry on the partnership's activities and affairs in conformity with the certificate of limited partnership and partnership agreement; or (iii) the general partners have acted, are acting or will act in a manner that is illegal or fraudulent. (b) Multiple deadlines.-- If an event occurs that imposes a deadline on a limited partnership under subsection (a) and before the partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under subsection (a): (1) the occurrence of the second event does not affect the deadline caused by the first event; and (2) the partnership's meeting of the requirements of the first deadline does not extend the second deadline. (c) Cross references.-- See sections 8611(d) (relating to short title and application of chapter) and 8615(c)(15) (relating to contents of partnership agreement).
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