Pennsylvania § 8685 General partner liability after dissolution

Pennsylvania Statutes

§ 8685 — General partner liability after dissolution

Pennsylvania § 8685

JurisdictionPennsylvania

Title 15CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

PartPART III

Ch. 86LIMITED PARTNERSHIPS

Subch.DISSOLUTION AND WINDING UP

This text of Pennsylvania § 8685 (General partner liability after dissolution) is published on Counsel Stack Legal Research, covering Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

15 Pa. Cons. Stat. § 8685 (2026).

Text

(a)Liability of general partner.--If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 8684(a) (relating to power to bind partnership after dissolution) by an act that is not appropriate for winding up the partnership's activities and affairs, the general partner is liable:

(1)to the partnership for any damage caused to the partnership arising from the obligation; and

(2)if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

(b)Liability of person dissociated as general partner.--If a person dissociated as a general partner causes a limited

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(a) Liability of general partner.--If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 8684(a) (relating to power to bind partnership after dissolution) by an act that is not appropriate for winding up the partnership's activities and affairs, the general partner is liable:

(1) to the partnership for any damage caused to the partnership arising from the obligation; and

(2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

(b) Liability of person dissociated as general partner.--If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 8684(b), the person is liable:

(1) to the partnership for any damage caused to the partnership arising from the obligation; and

(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.