8503 - Definitions and index of definitions.
§ 8503. Definitions and index of definitions. (a) Definitions.--The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates otherwise: "Certificate of limited partnership." The certificate referred to in section 8511 (relating to certificate of limited partnership) and the certificate as amended. The term includes any other statements or certificates permitted or required to be filed in the Department of State by sections 108 (relating to change in location or status of registered office provided by agent) and 138 (relating to statement of correction) or this part. If an amendment of the certificate of limited partnership or a certificate of merger or division made in the manner permitted by this chapter restates the certificate in its entirety or if there is a certificate of consolidation, thenceforth the "certificate of limited partnership" shall not include any prior documents and any certificate issued by the department with respect thereto shall so state. "Contribution." Any cash, tangible or intangible property, services rendered or a promissory note or other binding obligation to contribute cash or tangible or intangible property or to perform services that a partner contributes to a limited partnership in his capacity as a partner. "Court." Subject to any inconsistent general rule prescribed by the Supreme Court of Pennsylvania: (1) the court of common pleas of the judicial district embracing the county where the registered office of the limited partnership is or is to be located; or (2) where a limited partnership results from a merger, consolidation, division or other transaction without establishing a registered office in this Commonwealth or withdraws as a foreign limited partnership, the court of common pleas in which venue would have been laid immediately prior to the transaction or withdrawal. "Department." (Deleted by amendment). "Distribution." Any cash or tangible or intangible property that a limited partnership distributes to a partner in the capacity of that person as a partner. "Entitled to vote." Those persons entitled at the time to vote on the matter under the certificate of limited partnership or partnership agreement of the limited partnership or any applicable controlling provision of law. "Event of withdrawal of a general partner." An event that causes a person to cease to be a general partner as provided in section 8532 (relating to events of withdrawal). "Except as otherwise provided." When used to introduce or modify a rule, implies that the alternative provisions contemplated may either relax or restrict the stated rule. "Foreign limited partnership." A partnership formed under the laws of any jurisdiction other than this Commonwealth and having as partners one or more general partners and one or more limited partners, whether or not required to register under Subchapter K (relating to foreign limited partnerships). "General partner." A person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. "Limited partner." A person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. "Limited partnership" and "domestic limited partnership." A partnership formed by two or more persons under the laws of this Commonwealth and having one or more general partners and one or more limited partners. "Liquidating trustee." A person, other than a general partner, but including a limited partner, carrying out the winding up of a limited partnership. "Nonqualified foreign limited partnership." A foreign limited partnership that is not a qualified foreign limited partnership as defined in this section. "Obligation." Includes a note or other form of indebtedness, whether secured or unsecured. "Partner." A limited or general partner. "Partnership agreement." Any agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. "Partnership interest." A partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. "Qualified foreign limited partnership." A foreign limited partnership that is registered under Subchapter K (relating to foreign limited partnerships) to do business in this Commonwealth. "Registered investment company." A domestic or foreign limited partnership that is registered as an investment company under the Investment Company Act of 1940 (54 Stat. 789, 15 U.S.C. § 80a-1 et seq.). "Registered office." That office maintained by a domestic or foreign limited partnership in this Commonwealth, the address of which is filed with the Department of State. See section 109 (relating to name of commercial registered office provider in lieu of registered address). "Relax." When used with respect to a provision of the certificate of limited partnership or partnership agreement, means to provide lesser rights for an affected representative or partner. (b) Index of definitions.--Other definitions applying to this chapter and the sections in which they appear are: "Act" or "action." Section 102. "Department." Section 102. "Licensed person." Section 102. "Professional services." Section 102. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 7, 1994, P.L.703, No.106, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended the section heading and the defs. of "certificate of limited partnership," "court" and "partnership agreement," added subsec. (a) heading, the def. of "relax" and subsec. (b) and deleted the def. of "department." 1994 Amendment. Act 106 amended the defs. of "certificate of limited partnership," "foreign limited partnership" and "qualified foreign limited partnership."