Bill Title: Modernizing the law on limited liability partnerships, general partnerships, limited partnerships and limited liability companies; and making conforming changes with respect to associations, corporations, unincorporated nonprofit associations and business trusts by doing the following: As to general provisions, making conforming changes by revising provisions on application of title, definitions, defense of usury, tax clearance of certain fundamental transactions and fee schedule. As to entities generally, making conforming changes by revising requirements for foreign association names. As to entity transactions, making conforming changes by revising provisions on regulatory conditions and required notices and approvals, nature of transactions, approval by limited partnership, effect of merger, statement of division and effectiveness, effect of division and effect of domestication. As to foreign associations, making conforming changes by revising provisions on governing law. As to corporations, making conforming changes by revising provisions on distributions by business corporations and by adding provisions on derivative actions and the use of special litigation committees by business corporations and nonprofit corporations. As to partnerships generally: extensively revising provisions on: interchangeability of partnership, limited liability company and corporate forms of organization; and ownership of certain professional partnerships; and adding a provision on failure to observe formalities. As to limited liability partnerships: extensively revising provisions on: scope; definitions; limitation on liability of partners; extraterritorial application of subchapter; foreign registered limited liability partnerships; and annual registration; and adding provisions on: distributions; and dissolution. As to general partnerships, repealing existing Chapter 83 and replacing it with a new Chapter 84 relating to: general provisions; nature of partnership; relations of partners to persons dealing with partnership; relations of partners to each other and to partnership; transferable interests and rights of transferees and creditors; dissociation; dissociation as partner if business not wound up; and dissolution and winding up. As to limited partnerships, repealing existing Chapter 85 and replacing it with a new Chapter 86 relating to: general provisions; formation and filings; limited partners; general partners; contributions and distributions; dissociation; transferable interests and rights of transferees and creditors; dissolution and winding up; and actions by partners. As to limited liability companies: repealing existing Subchapters A, B, C, D, E, F, I and K of Chapter 89 and replacing them with a new Chapter 88 relating to: general provisions; formation and filings; relations of members and managers to persons dealing with limited liability company; relations of members to each other and to limited liability company; transferable interests and rights of transferees and creditors; dissociation; dissolution and winding up; actions by members; and benefit companies; and revising provisions on restricted professional companies. As to unincorporated nonprofit associations, making conforming amendments by revising provisions on ownership and transfer of property. As to business trusts, making conforming changes by revising provisions on application and effect of chapter and liability of trustees and beneficiaries. As to names, revising provisions on register established.

Spectrum: Slight Partisan Bill (Republican 22-11)

Status: (Passed) 2016-11-21 - Act No. 170 [HB1398 Detail]

Text: Latest bill text (Amended) [PDF]

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Sponsors

Name	Type	Sponsorship	District	Financial	Encyclopedia	Biography
Representative Christopher Harris [R]	Primary	Sponsored Bills	HD-082	FollowTheMoney	Ballotpedia	VoteSmart
Representative Curtis Thomas [D]	Cosponsor	Sponsored Bills	HD-181	FollowTheMoney	Ballotpedia	VoteSmart
Representative Ryan Mackenzie [R]	Cosponsor	Sponsored Bills	HD-187	FollowTheMoney	Ballotpedia	VoteSmart
Representative Craig Staats [R]	Cosponsor	Sponsored Bills	HD-145	FollowTheMoney	Ballotpedia	VoteSmart
Representative David Millard [R]	Cosponsor	Sponsored Bills	HD-109	FollowTheMoney	Ballotpedia	VoteSmart
Representative Mark Longietti [D]	Cosponsor	Sponsored Bills	HD-007	FollowTheMoney	Ballotpedia	VoteSmart
Representative Jaret Gibbons [D]	Cosponsor	Sponsored Bills	HD-010	FollowTheMoney	Ballotpedia	VoteSmart
Representative Mark Rozzi [D]	Cosponsor	Sponsored Bills	HD-126	FollowTheMoney	Ballotpedia	VoteSmart
Representative John McGinnis [R]	Cosponsor	Sponsored Bills	HD-079	FollowTheMoney	Ballotpedia	VoteSmart
Representative Keith Greiner [R]	Cosponsor	Sponsored Bills	HD-043	FollowTheMoney	Ballotpedia	VoteSmart
Representative Bryan Barbin [D]	Cosponsor	Sponsored Bills	HD-071	FollowTheMoney	Ballotpedia	VoteSmart
Representative Mark Cohen [D]	Cosponsor	Sponsored Bills	HD-202	FollowTheMoney	Ballotpedia	VoteSmart
Representative Duane Milne [R]	Cosponsor	Sponsored Bills	HD-167	FollowTheMoney	Ballotpedia	VoteSmart
Representative Ron Marsico [R]	Cosponsor	Sponsored Bills	HD-105	FollowTheMoney	Ballotpedia	VoteSmart
Representative Scott Petri [R]	Cosponsor	Sponsored Bills	HD-178	FollowTheMoney	Ballotpedia	VoteSmart
Representative Pamela DeLissio [D]	Cosponsor	Sponsored Bills	HD-194	FollowTheMoney	Ballotpedia	VoteSmart
Representative Margo Davidson [D]	Cosponsor	Sponsored Bills	HD-164	FollowTheMoney	Ballotpedia	VoteSmart
Representative Robert James [R]	Cosponsor	Sponsored Bills	HD-064	FollowTheMoney	Ballotpedia	VoteSmart
Representative Michael Peifer [R]	Cosponsor	Sponsored Bills	HD-139	FollowTheMoney	Ballotpedia	VoteSmart
Representative Gary Day [R]	Cosponsor	Sponsored Bills	HD-187	FollowTheMoney	Ballotpedia	VoteSmart
Representative Seth Grove [R]	Cosponsor	Sponsored Bills	HD-196	FollowTheMoney	Ballotpedia	VoteSmart
Senator Frank Farry [R]	Cosponsor	Sponsored Bills	SD-006	FollowTheMoney	Ballotpedia	VoteSmart
Representative Brian Ellis [R]	Cosponsor	Sponsored Bills	HD-011	FollowTheMoney	Ballotpedia	VoteSmart
Representative Kerry Benninghoff [R]	Cosponsor	Sponsored Bills	HD-171	FollowTheMoney	Ballotpedia	VoteSmart
Representative Paul Costa [D]	Cosponsor	Sponsored Bills	HD-034	FollowTheMoney	Ballotpedia	VoteSmart
Representative Frederick Keller [R]	Cosponsor	Sponsored Bills	HD-085	FollowTheMoney	Ballotpedia	VoteSmart
Senator Rosemary Brown [R]	Cosponsor	Sponsored Bills	SD-040	FollowTheMoney	Ballotpedia	VoteSmart
Representative David Parker [R]	Cosponsor	Sponsored Bills	HD-115	FollowTheMoney	Ballotpedia	VoteSmart
Representative William Kortz [D]	Cosponsor	Sponsored Bills	HD-038	FollowTheMoney	Ballotpedia	VoteSmart
Representative Garth Everett [R]	Cosponsor	Sponsored Bills	HD-084	FollowTheMoney	Ballotpedia	VoteSmart
Representative Paul Schemel [R]	Cosponsor	Sponsored Bills	HD-090	FollowTheMoney	Ballotpedia	VoteSmart
Representative Nicholas Miccarelli [R]	Cosponsor	Sponsored Bills	HD-162	FollowTheMoney	Ballotpedia	VoteSmart
Representative Lynwood Savage [D]	Cosponsor	Sponsored Bills	HD-192	FollowTheMoney	Ballotpedia	VoteSmart

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