Limited Partnerships in Pennsylvania

Overview

A partnership formed by two or more persons with at least one general partner and at least one limited partner. The limited partners have limited exposure to liability.

A limited partnership is governed by the Pennsylvania Uniform Limited Partnership Act of 2016, 15 Pa.C.S. §§ 8611-8695.

Formation

A limited partnership is formed by filing a Certificate of Limited Partnership with the Pennsylvania Department of State Bureau of Corporations and Charitable Organizations.

The Certificate of Limited Partnership must contain:

• The partnership's name
• The address of the partnership's registered office
• The name and address of each general partner.

The Certificate may contain some additional optional information (§ 8621(c)) and may be amended (§ 8622)

Partnership Agreement and Operation

The Act sets forth the contents (§ 8615), application (§ 8616), and amendment of the partnership agreement (§ 8617). The Act also mandates the information a limited partnership must maintain in its principal office (§ 8618).

A limited partner is not an agent of the partnership solely by being a limited partner (§ 8632).

Each general partner is an agent of the partnership for the purposes of its activities and affairs(§ 8642).

Characteristics

• The limited partnership is an entity distinct from its partners (§ 8620(a)).
• The limited partnership has a perpetual duration (§ 8620(c)).
• The limited partnership has the capacity to sue and be sued in its own name. (§ 8620(d)).
• A nonprofit limited partnership has additional restrictions (§ 8620(e)).
• A person may act in a dual capacity as both a general and limited partner (§ 8619).
• A limited partner is not personally liable for a debt or liability of the partnership solely by being a limited partner (§ 8633).
• The partnership is liable for a general partner's actions in the ordinary course of activities and affairs of the partnership (§ 8643).
• A general partner is liable for the partnership's debts and obligations incurred after they became a general partner (§ 8644) unless limited by § 8204.

Underwriting Considerations

• A judgment against a partnership only is not by itself a judgment against a partner (§ 8645(b)); a joint judgment against a partnership and a partner can be levied against the partner's assets under certain conditions (§ 8645(c)).