2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8911 - Purposes.

                               SUBCHAPTER B
                               ORGANIZATION

     Sec.
     8911.  Purposes.
     8912.  Organization.
     8913.  Certificate of organization.
     8914.  Filing of certificate of organization.
     8915.  Modification by agreement.
     8916.  Operating agreement.

        Subchapter Heading.  The heading of Subchapter B was amended
     June 22, 2001, P.L.418, No.34, effective in 60 days.
     § 8911.  Purposes.
        (a)  General rule.--Limited liability companies may be
     organized under this chapter for any lawful purpose, except for
     the purpose of banking or insurance. Unless otherwise restricted
     in its certificate of organization, every limited liability
     company has as its purpose the engaging in all lawful business
     for which limited liability companies may be organized under
     this chapter. Nothing in this section shall prohibit the
     following:
            (1)  A limited liability company organized by one or more
        banks or a banking organization for the sole purposes of
        marketing and selling title insurance.
            (2)  The organization of an insurance agency licensed in
        this Commonwealth as a limited liability company.
        (b)  Effect of limitation.--A limitation upon the business,
     purposes or powers of a limited liability company, expressed or
     implied in its certificate of organization or operating
     agreement or implied by law, shall not be asserted in order to
     defend any action at law or in equity between the company and a
     third person, or between a member and a third person, involving
     any contract to which the company is a party or any right of
     property or any alleged liability of whatever nature, but the
     limitation may be asserted:
            (1)  In an action by a member against the company to
        enjoin the doing of unauthorized acts or the transaction or
        continuation of unauthorized business. If the unauthorized
        acts or business sought to be enjoined are being transacted
        pursuant to any contract to which the company is a party, the
        court may, if all of the parties to the contract are parties
        to the action and if it deems the result to be equitable, set
        aside and enjoin the performance of the contract and in so
        doing shall allow to the company or to the other parties to
        the contract, as the case may be, such compensation as may be
        appropriate for the loss or damage sustained by any of them
        from the action of the court in setting aside and enjoining
        the performance of the contract, but anticipated profits to
        be derived from the performance of the contract shall not be
        awarded by the court as a loss or damage sustained.
            (2)  In any action by or in the right of the company to
        procure a judgment in its favor against an incumbent or
        former member or manager of the company for loss or damage
        due to his unauthorized acts.
            (3)  In a proceeding by the Commonwealth to enjoin the
        company from the doing of unauthorized or unlawful business.
        (c)  Conveyance of property by or to a company.--A conveyance
     or transfer by or to a limited liability company of property,
     real or personal, of any kind or description shall not be
     invalid or fail because in making the conveyance or transfer or
     in acquiring the property, real or personal, any representative
     of the company acting within the scope of the actual or apparent
     authority given to him by the company has exceeded any of the
     purposes or powers of the company.
        (d)  Cross references.--See sections 8102 (relating to
     interchangeability of partnership, limited liability company and
     corporate forms of organization) and 8996(a) (relating to
     purposes of restricted professional companies).
     (Dec. 3, 1998, P.L.944, No.124, eff. 60 days)

        1998 Amendment.  Act 124 amended subsec. (a).
        Cross References.  Section 8911 is referred to in section
     8102 of this title.