8904 - Rules for cases not provided for in this chapter.
§ 8904. Rules for cases not provided for in this chapter. (a) General rule.--Unless otherwise provided in the certificate of organization, in any case not provided for in this chapter: (1) If the certificate of organization does not contain a statement to the effect that the limited liability company shall be managed by managers, the provisions of Chapters 81 (relating to general provisions) and 83 (relating to general partnerships) govern, and the members shall be deemed to be general partners for purposes of applying the provisions of those chapters. (2) If the certificate of organization provides that the company shall be managed by managers, the provisions of Chapters 81, 83 and 85 (relating to limited partnerships) govern, and: (i) the managers shall have the authority of general partners prescribed in those chapters; and (ii) the members shall be deemed to be limited partners for purposes of applying the provisions of those chapters. (b) Basis for determining liability of members, etc.--Except as otherwise provided in section 110 (relating to supplementary general principles of law applicable), the liability of members, managers and employees of a company shall at all times be determined solely and exclusively by the provisions of this chapter. Cross References. Section 8904 is referred to in section 8922 of this title.