8590 - Domestication.
§ 8590. Domestication. (a) General rule.--Any qualified foreign limited partnership may become a domestic limited partnership by filing in the Department of State a certificate of domestication. The certificate of domestication, upon being filed in the department, shall constitute the certificate of limited partnership of the domesticated foreign limited partnership, and it shall thereafter continue as a limited partnership which shall be a domestic limited partnership subject to this chapter. (b) Certificate of domestication.--The certificate of domestication shall be executed by the limited partnership and shall set forth in the English language: (1) The name of the limited partnership. If the name is in a foreign language, it shall be set forth in Roman letters or characters or Arabic or Roman numerals. If the name is one that is rendered unavailable for use by any provision of section 8505 (relating to name), the limited partnership shall adopt, in accordance with any procedures for changing the name of the limited partnership that are applicable prior to the domestication of the limited partnership, and shall set forth in the certificate of domestication an available name. (2) 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 its registered office in this Commonwealth. (3) A statement that upon domestication the limited partnership will be subject to the domestic limited partnership provisions of the Pennsylvania Revised Uniform Limited Partnership Act and, if desired, a brief statement of the purpose or purposes for which it is to be domesticated, which shall be a purpose or purposes for which a domestic limited partnership may be organized under this chapter and which may consist of or include a statement that the limited partnership shall have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which limited partnerships may be organized under the Pennsylvania Revised Uniform Limited Partnership Act. (4) Any desired provisions relating to the manner and basis of reclassifying the partnership interests in the limited partnership. (5) A statement that the filing of the certificate of domestication and, if desired, the renunciation of the original certificate of limited partnership of the limited partnership has been authorized (unless its certificate of limited partnership or other organic documents require a greater vote) by a majority of the votes cast by all partners entitled to vote thereon and, if any class of partners is entitled to vote thereon as a class, a majority of the votes cast in each class vote. (6) Any other provisions authorized by this chapter to be set forth in an original certificate of limited partnership. See sections 134 (relating to docketing statement), 135 (relating to requirements to be met by filed documents) and 8514 (relating to execution of certificates). (c) Effect of domestication.-- (1) As a domestic limited partnership, the domesticated limited partnership shall no longer be a foreign limited partnership for the purposes of this chapter and shall instead be a domestic limited partnership with all the powers and privileges and all the duties and limitations granted and imposed upon domestic limited partnerships. In all other respects, the domesticated limited partnership shall be deemed to be the same limited partnership as it was prior to the domestication without any change in or effect on its existence. Without limiting the generality of the previous sentence, the domestication shall not be deemed to have dissolved the limited partnership or to have affected in any way: (i) the right and title of the limited partnership in and to its assets, property, franchises, estates and choses in action; (ii) the liability of the limited partnership for its debts, obligations, penalties and public accounts due the Commonwealth; (iii) any liens or other encumbrances on the property or assets of the limited partnership; or (iv) any contract, license or other agreement to which the limited partnership is a party or under which it has any rights or obligations. (2) The partnership interests in the domesticated limited partnership shall be unaffected by the domestication except to the extent, if any, reclassified in the certificate of domestication. (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 subsecs. (b)(1) and (c). 1994 Amendment. Act 106 added section 8590. Cross References. Section 8590 is referred to in sections 161, 162, 8513, 8571 of this title.