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. The limited partnership is an entity distinct from its partners.

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).