§ 8624 — Liability of general partner for false or missing information in filed document

Pennsylvania § 8624

• Jurisdiction: Pennsylvania
• Title 15: CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
• Part: PART III
• Ch. 86: LIMITED PARTNERSHIPS
• Subch.: FORMATION AND FILINGS

Text

(a) General rule.--If a document delivered to the department for filing under this title and filed by the department contains a materially false statement or fails to state a material fact required to be stated, a person that suffers loss by reasonable reliance on the statement or failure to state a material fact may recover damages for the loss from a general partner if:

(1) the document was delivered for filing on behalf of the limited partnership; and

(2) the general partner knew or had notice there was false or missing information in the document for a reasonably sufficient time before the document was relied upon so that, before the reliance, the general partner reasonably could have:

(i) effected an amendment under section 8622 (relating to amendment or restatement of certificate of limited partnership);

(ii) filed a petition under section 144 (relating to signing and filing pursuant to judicial order); or

(iii) delivered to the department for filing:

(A) a certificate of change of registered office under section 8625 (relating to registered office);

(B) a statement of correction under section 138 (relating to statement of correction); or

(C) a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness).

(b) Cross references.--See sections 142 (relating to effect of signing filings) and 143 (relating to liability for inaccurate information in filing).