RS PHI01802.014 Limited Partnerships

The Uniform Limited Partnership Act has been adopted by all jurisdictions within the Philadelphia Region.

Under this Act, two or more persons desiring to form a limited partnership shall:

1. 1. 

   Sign a certificate, which shall state:

   1. a. 

      The name of the partnership.

   2. b. 

      The character of the business.

   3. c. 

      The location of the principal place of business.

   4. d. 

      The name and place of residence of each member, general and limited partners being respectively designated.

   5. e. 

      The term for which the partnership is to exists.

   6. f. 

      The amount of cash and a description of and the agreed value of the other property contributed by each limited partner.

   7. g. 

      The additional contributions, if any, agreed to be made by each limited partner, and the times at which or events on the happening of which they shall be made.

   8. h. 

      The time, if agreed upon, when the contribution to each limited partner is to be returned.

   9. i. 

      The share of the profits or the other compensation by way of income which each limited partner shall receive by reason of their contribution.

   10. j. 

       The right, if given, of a limited partner to substitute an assignee as contributor in the limited partner's place, and the terms and conditions of the substitution.

   11. k. 

       The right, if given, of the partners to admit additional limited partners.

   12. l. 

       The right, if given, of one or more of the limited partners to priority over other limited partners, as to contributions or as to compensation by way of income and the nature of such priority.

   13. m. 

       The right, if given, of the remaining general partner of partner or partners to continue the business on the death, retirement, or insanity of a general partner.

   14. n. 

       The right, if given, of a limited partner to demand and receive property other than cash in return for limited partner's contribution.

2. 2. 

   File the certificate in the Department of State.

The Act further provides that:

1. 1. 

   A limited partnership is formed if there has been substantial compliance in good faith with the above requirements.

2. 2. 

   A limited partnership may carry on any business which a partnership without limited partners may carry on.

3. 3. 

   The contribution of limited partner may be cash or other property but not services.

4. 4. 

   The surname of a limited partner shall not appear in the partnership name unless:

   1. a. 

      it is also the surname of a general partner; or

   2. b. 

      prior to the time when the limited partner became such, the business had been carried on under a name in which the imited partner's surname appeared.

5. 5. 

   A limited partner whose name appears in a partnership name contrary to the provisions in item 4, is liable as a general partner to partnership creditors who extended credit to the partnership without actual knowledge that the limited partner is not a general partner. Refer cases involving this provision to ARC, Programs Operations and Systems for further advice.