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Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 8665. Effects of dissociation as general partner

Current as of January 01, 2026 | Updated by Findlaw Staff

(a) General rule.--If a person is dissociated as a general partner:

(1) The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates.

(2) The person's duties and obligations as a general partner under section 8649 (relating to standards of conduct for general partners) end with regard to matters arising and events occurring after the person's dissociation except as provided in section 8647(e)(2) (relating to general partner rights to information).

(3) The person may deliver to the department for filing a certificate of dissociation stating:

(i) the name of the partnership;

(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;  and

(iii) the name of the person and that the person has dissociated as a general partner.

(4) At the request of the limited partnership, the person shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner.

(5) Subject to section 8674 (relating to power of personal representative of deceased partner) and Chapter 3 (relating to entity transactions), any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.

(b) Existing obligations not discharged.--A person's dissociation as a general partner does not of itself discharge the person from any debt, obligation or other liability to the limited partnership or the other partners which the person incurred while a general partner.

(c) Cross references.--See:

Section 134 (relating to docketing statement).

Section 135 (relating to requirements to be met by filed documents).

Section 136(c) (relating to processing of documents by Department of State).

Section 8623 (relating to signing of filed documents).

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Cite this article: FindLaw.com - Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 8665. Effects of dissociation as general partner - last updated January 01, 2026 | https://codes.findlaw.com/pa/title-15-pacsa-corporations-and-unincorporated-associations/pa-csa-sect-15-8665/

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