15 Pa.C.S. Ch. 81

in effect

15 Pa.C.S. § 8101 Short title of part.

This part shall be known and may be cited as the Partnership Code.

15 Pa.C.S. § 8102 Interchangeability of partnership, limited liability company and corporate forms of organization.

(a) General rule.--Subject to any restrictions on a specific line of business made applicable by section 103 (relating to subordination of title to regulatory laws): (1) Any business that may be conducted in a corporate form may also be conducted as a partnership or a limited liability company. (2) A domestic or foreign partnership or limited liability company may exercise any right, power, franchise or privilege that a domestic or foreign corporation engaged in the same line of business might exercise under the laws of this Commonwealth, including powers conferred by section 1511 (relating to additional powers of certain public utility corporations) or other provisions of law granting the right to a duly authorized corporation to take or occupy property and make compensation therefor. (b) Exceptions.--Subsection (a) shall not: (1) Affect any law relating to the taxation of partnerships, limited liability companies or corporations. (2) Authorize acting as a banking institution, credit union or insurer unless the laws relating thereto or this part expressly permit the conduct of the regulated business in partnership or limited liability company form. See sections 8620(b) (relating to characteristics of limited partnership) and 8818(b) (relating to characteristics of limited liability company). (3) Except as otherwise provided by law, permit a partnership to provide full limited liability for all of the investors therein or otherwise fail to preserve the intrinsic differences between the partnership and corporate forms. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 7, 1994, P.L.703, No.106, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References. Section 8102 is referred to in sections 8620, 8818, 8819 of this title.

15 Pa.C.S. § 8103 Continuation of certain limited partnerships and limited liability companies (Repealed).

2001 Repeal. Section 8103 was repealed June 22, 2001, P.L.418, No.34, effective in 60 days.

15 Pa.C.S. § 8104 Reserved power of General Assembly.

All present and future common or statutory law with respect to the formation, organization or regulation of partnerships, limited partnerships, electing partnerships or limited liability companies or prescribing powers, rights, duties or liabilities of such associations or their general or limited partners, members, managers, officers, agents or other representatives may be revoked, amended or repealed. (Dec. 7, 1994, P.L.703, No.106, eff. 60 days) 1994 Amendment. Act 106 added section 8104.

15 Pa.C.S. § 8105 Ownership of certain professional partnerships and limited liability companies.

(a) General rule.--Except as otherwise provided by statute, rule or regulation applicable to a particular profession, all of the ultimate beneficial owners of the interests in a general partnership, limited partnership, electing partnership or limited liability company, and all of the governors of the entity, must be licensed persons in the profession the entity practices if the entity renders any of the following professional services: (1) chiropractic; (2) dentistry; (3) law; (4) medicine and surgery; (5) optometry; (6) osteopathic medicine and surgery; (7) podiatric medicine; (8) public accounting; (9) psychology; or (10) veterinary medicine. (b) Transitional provision.--Subsection (a) shall not apply to a person that holds only a transferable interest that was acquired before February 21, 2017. (Dec. 7, 1994, P.L.703, No.106, eff. 60 days; 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 8105 is referred to in section 8834 of this title.

15 Pa.C.S. § 8106 Failure to observe formalities.

The failure of a limited liability partnership, limited partnership, limited liability limited partnership, electing partnership or limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a partner, member or manager of the entity for a debt, obligation or other liability of the entity. (Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) 2016 Amendment. Act 170 added section 8106.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM&ttl=15Fetched: 10/16/2026