§ 8201 — Scope

(a) Application of subchapter.--This subchapter applies to a general or limited partnership whose internal affairs are governed by or that is formed under the laws of this Commonwealth and that registers under this section. Any partnership that desires to register under this subchapter or to amend or terminate its registration shall deliver to the Department of State for filing a statement of registration, amendment or termination, as the case may be, which shall be signed by a general partner and shall set forth:

(1) The name of the partnership.

(2) Either:

(i) the address of the principal place of business of the partnership, in the case of a general partnership; or

(ii) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of the registered office of the partnership, in the case of a limited partnership.

(3) A statement that the partnership registers under this subchapter or that the registration of the partnership under this subchapter shall be amended or terminated, as the case may be. If the statement relates to an amendment, the amendment shall restate in full the statement of registration.

(4) A statement that:

(i) the registration, amendment or termination has been authorized by at least a majority in interest of the partners; and

(ii) in the case of a termination, the termination has also been authorized by all of the general partners.

(b) Effect of filing.--Upon the filing of the statement of registration, amendment or termination in the department, the registration under this subchapter shall be effective, amended or terminated, as the case may be. The effectiveness, amendment or termination of the registration of a partnership under this subchapter shall not be deemed to cause a dissolution of the partnership.

(c) Effect of registration.--As long as the registration under this subchapter is in effect, the partnership shall be governed by the provisions of this subchapter and, to the extent not inconsistent with this subchapter, Chapter 84 (relating to general partnerships) or 86 (relating to limited partnerships). Without limiting the generality of the foregoing, a domestic or foreign limited liability partnership or limited liability limited partnership shall be treated the same as if it were not registered under this subchapter for purposes of:

(1) determining whether it is a permissible form of entity in which to conduct the practice of a profession; or

(2) the imposition by the Commonwealth or any political subdivision of any tax or license fee on or with respect to any income, property, privilege, transaction, subject or occupation.

(d) Continuation of registration.--If a limited liability partnership or limited liability limited partnership is dissolved and its business is continued without liquidation of the partnership affairs, the registration under this subchapter of the dissolved partnership shall continue to be applicable to the partnership continuing the business, and it shall not be necessary to make a new filing under this section until such time, if any, as the registration is to be amended or terminated.

(e) Prohibited termination.--A registration under this subchapter may not be terminated while the partnership is a debtor in bankruptcy. See section 8221(f) (relating to annual registration).

(f) Alternative procedure.--In lieu of filing a statement of registration as provided in subsection (a), a limited partnership may register as a limited liability limited partnership by including in its certificate of limited partnership, either originally or by amendment, the statements required by subsection (a)(3) and (4). To terminate its registration, a limited partnership that uses the procedure authorized by this subsection shall amend its certificate of limited partnership to delete the statements required by this subsection.

(g) Constructive notice.--Registration under this section shall constitute constructive notice that the partnership is a limited liability partnership or limited liability limited partnership and that the partners are entitled to the protections from liability provided by this subchapter.

(h) Approval of termination.--In addition to any required approvals under the partnership agreement, the termination of a statement of registration must be approved by the affirmative vote or consent of all the general partners.

(i) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).

Legislative History

(June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References.Section 8201 is referred to in sections 335, 336, 355, 356, 366, 367, 375, 376, 383, 8221, 8421, 8613, 8620 of this title.