Pennsylvania § 8813 Knowledge and notice

Pennsylvania Statutes

§ 8813 — Knowledge and notice

Pennsylvania § 8813

JurisdictionPennsylvania

Title 15CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

PartPART III

Ch. 88LIMITED LIABILITY COMPANIES

Subch.GENERAL PROVISIONS

This text of Pennsylvania § 8813 (Knowledge and notice) 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. § 8813 (2026).

Text

(a)Knowledge.--A person knows a fact if the person:

(1)has actual knowledge of it; or

(2)is deemed to know it under subsection (d) or law other than this chapter.

(b)Notice.--A person has notice of a fact if the person has reason to know the fact from all the facts known to the person at the time in question.

(c)Constructive notice.--A person not a member or manager is deemed to have notice of:

(1)the dissolution of a limited liability company 90 days after a certificate of dissolution under section 8872(b)(2)(i) (relating to winding up and filing of certificates) is effective;

(2)the termination of a company 90 days after a certificate of termination under section 8872(f) is effective; and

(3)the participation of a company in a merger, interest exchange, conversion, divisio

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(a) Knowledge.--A person knows a fact if the person:

(1) has actual knowledge of it; or

(2) is deemed to know it under subsection (d) or law other than this chapter.

(b) Notice.--A person has notice of a fact if the person has reason to know the fact from all the facts known to the person at the time in question.

(c) Constructive notice.--A person not a member or manager is deemed to have notice of:

(1) the dissolution of a limited liability company 90 days after a certificate of dissolution under section 8872(b)(2)(i) (relating to winding up and filing of certificates) is effective;

(2) the termination of a company 90 days after a certificate of termination under section 8872(f) is effective; and

(3) the participation of a company in a merger, interest exchange, conversion, division or domestication, 90 days after a statement of merger, interest exchange, conversion, division or domestication under Chapter 3 (relating to entity transactions) becomes effective.

(d) Notification.--Except as provided under section 113(b) (relating to delivery of document), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

(e) Transfer of real property.--A person not a member or manager is deemed to know of a limitation on authority to transfer real property as provided under section 8832(g) (relating to certificate of authority).

(f) Effect of manager's knowledge or notice.--If the certificate of organization of a limited liability company provides that it is manager-managed, a manager's knowledge or notice of a fact relating to the company is effective immediately as knowledge of or notice to the company, except in the case of a fraud on the company committed by or with the consent of the manager.