8201 - Scope.
CHAPTER 82 REGISTERED LIMITED LIABILITY PARTNERSHIPS Subchapter A. Domestic Registered Limited Liability Partnerships B. Foreign Registered Limited Liability Partnerships C. Annual Registration Enactment. Chapter 82 was added December 7, 1994, P.L.703, No.106, effective in 60 days. Cross References. Chapter 82 is referred to in section 8517 of this title; section 501 of Title 54 (Names). SUBCHAPTER A DOMESTIC REGISTERED LIMITED LIABILITY PARTNERSHIPS Sec. 8201. Scope. 8202. Definitions. 8203. Name. 8204. Limitation on liability of partners. 8205. Liability of withdrawing partner. 8206. Insurance (Repealed). 8207. Extraterritorial application of subchapter. § 8201. Scope. (a) Application of subchapter.--This subchapter applies to a general or limited partnership formed under the laws of this Commonwealth that registers under this section. Any partnership that desires to register under this subchapter or to amend or terminate its registration shall file in the Department of State 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 the registration, amendment or termination has been authorized by at least a majority in interest of the 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 83 (relating to general partnerships) and, if a limited partnership, in addition, Chapter 85 (relating to limited partnerships). Without limiting the generality of the foregoing, a domestic or foreign registered limited liability 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 registered limited liability 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 bankrupt as that term is defined in section 8903 (relating to definitions and index of definitions). 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 registered limited liability 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.--Filing under this section shall constitute constructive notice that the partnership is a registered limited liability partnership and that the partners are entitled to the protections from liability provided by this subchapter. (h) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 relettered former subsec. (e) to subsec. (h) and added subsecs. (e), (f) and (g). Cross References. Section 8201 is referred to in sections 8202, 8221 of this title.