2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8904 - Rules for cases not provided for in this chapter.

     § 8904.  Rules for cases not provided for in this chapter.
        (a)  General rule.--Unless otherwise provided in the
     certificate of organization, in any case not provided for in
     this chapter:
            (1)  If the certificate of organization does not contain
        a statement to the effect that the limited liability company
        shall be managed by managers, the provisions of Chapters 81
        (relating to general provisions) and 83 (relating to general
        partnerships) govern, and the members shall be deemed to be
        general partners for purposes of applying the provisions of
        those chapters.
            (2)  If the certificate of organization provides that the
        company shall be managed by managers, the provisions of
        Chapters 81, 83 and 85 (relating to limited partnerships)
        govern, and:
                (i)  the managers shall have the authority of general
            partners prescribed in those chapters; and
                (ii)  the members shall be deemed to be limited
            partners for purposes of applying the provisions of those
            chapters.
        (b)  Basis for determining liability of members, etc.--Except
     as otherwise provided in section 110 (relating to supplementary
     general principles of law applicable), the liability of members,
     managers and employees of a company shall at all times be
     determined solely and exclusively by the provisions of this
     chapter.

        Cross References.  Section 8904 is referred to in section
     8922 of this title.

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