2012 Pennsylvania Consolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 85 - Limited Partnerships
Section 8571 - Nonjudicial dissolution
SUBCHAPTER I
DISSOLUTION
Sec.
8571. Nonjudicial dissolution.
8572. Judicial dissolution.
8573. Winding up.
8574. Distribution of assets.
8575. Survival of remedies and rights after dissolution.
§ 8571. Nonjudicial dissolution.
(a) General rule.--A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(1) At the time or upon the happening of events specified in the certificate of limited partnership.
(2) At the time or upon the happening of events specified in writing in the partnership agreement.
(3) Written consent of all partners.
(4) An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so. The limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 180 days after the withdrawal, a majority in interest, or such greater number as shall be provided in writing in the partnership agreement, of the partners agree in writing to continue the business of the limited partnership or to the appointment of one or more replacement general partners.
(5) Entry of an order of judicial dissolution under section 8572 (relating to judicial dissolution).
(b) Interim management.--In the case of an event of withdrawal by a sole remaining general partner, the court may, upon application of a limited partner or his assignee, appoint a person to manage the business of the limited partnership subject to such terms as the court shall find are in the best interests of the partnership, until the earlier of:
(1) the expiration of the 180-day period specified in subsection (a)(4); or
(2) the appointment of one or more replacement general partners.
(c) Dissolution by domestication.--Whenever a domestic limited partnership has domesticated itself under the laws of another jurisdiction by action similar to that provided by section 8590 (relating to domestication) and has authorized that action in the manner required by this subchapter for the approval of a proposal that the partnership dissolve voluntarily, the partnership may surrender its certificate of limited partnership under the laws of this Commonwealth by filing in the department a certificate of cancellation under section 8513 (relating to cancellation of certificate). If the partnership, as domesticated in the other jurisdiction, registers to do business in this Commonwealth either prior to or simultaneously with the filing of the certificate of cancellation under this subsection, the partnership shall not be required to file with the certificate of cancellation the tax clearance certificates that would otherwise be required by section 139 (relating to tax clearance of certain fundamental transactions).
(d) Cross reference.--See section 8512(b) (relating to events requiring amendment).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days)
2001 Amendment. Act 34 amended subsec. (a), amended and relettered subsec. (c) to subsec. (d) and added a new subsec. (c).
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