Bill Text: PA SB960 | 2011-2012 | Regular Session | Introduced

---

Bill Title: Making extensive revisions, additions and deletions to partnership and limited liability company material on general provisions, on registered limited liability partnerships, on general partnerships, on limited partnerships and on limited liability companies.

Spectrum: Partisan Bill (Republican 3-0)

Status: (Introduced - Dead) 2011-04-11 - Referred to JUDICIARY [SB960 Detail]

Download: Pennsylvania-2011-SB960-Introduced.html

---

PRINTER'S NO. 1029
THE GENERAL ASSEMBLY OF PENNSYLVANIA
SENATE BILL
No. 960 Session of2011
INTRODUCED BY GREENLEAF, RAFFERTY AND BROWNE, APRIL 11, 2011
REFERRED TO JUDICIARY, APRIL 11, 2011
AN ACT
Amending Title 15 (Corporations and Unincorporated Associations)
of the Pennsylvania Consolidated Statutes, making extensive
revisions, additions and deletions to partnership and limited
liability company material on general provisions, on
registered limited liability partnerships, on general
partnerships, on limited partnerships and on limited
liability companies.
The General Assembly of the Commonwealth of Pennsylvania
hereby enacts as follows:
Section 1. Section 102 of Title 15 of the Pennsylvania
Consolidated Statutes is amended by adding definitions to read:
§ 102. Definitions.
Subject to additional or inconsistent definitions contained
in subsequent provisions of this title that are applicable to
specific provisions of this title, the following words and
phrases when used in this title shall have, unless the context
clearly indicates otherwise, the meanings given to them in this
section:
* * *
"Bankrupt." A person who is the subject of any of the
following:
(1) An order for relief or a voluntary case under 11
U.S.C. (relating to bankruptcy).
(2) A comparable order or case under a State insolvency
statute.
* * *
"Record form." Inscribed in a tangible medium or stored in
an electronic or other medium and retrievable in perceivable
form.
* * *
Section 2. Sections 8102(b)(2) and 8105 of Title 15 are
amended to read:
§ 8102. Interchangeability of partnership, limited liability
company and corporate forms of organization.
* * *
(b) Exceptions.--Subsection (a) shall not:
* * *
(2) [Apply to a] Authorize the conduct of the business
of banking [institution, credit union,] or insurance
[corporation or savings association,] unless the laws
relating thereto or this part expressly [contemplate] permit
the conduct of [the regulated] that business in partnership
or limited liability company form. See section 8911 (relating
to purposes).
* * *
§ 8105. Ownership of certain professional partnerships.
Except as otherwise provided by statute, rule or regulation
applicable to a particular profession, all of the ultimate
beneficial owners of the partnership interests in a partnership
that renders one or more restricted professional services shall
be licensed persons. As used in this section, the term
20110SB0960PN1029 - 2 -
"restricted professional services" shall have the meaning
specified in section 8903 (relating to definitions [and index of
definitions]).
Section 3. Section 8201(e) of Title 15 is amended and
subsection (a) is amended by adding a paragraph to read:
§ 8201. Scope.
(a) Application of subchapter.--This subchapter applies to a
general or limited partnership formed under the laws of this
Commonwealth that registers under this section. Any partnership
that desires to register under this subchapter or to amend or
terminate its registration shall file in the Department of State
a statement of registration, amendment or termination, as the
case may be, which shall be signed by a general partner and
shall set forth:
* * *
(5) If the partnership is a restricted professional
partnership, a statement that it renders one or more
restricted professional services.
* * *
(e) Prohibited termination.--A registration under this
subchapter may not be terminated while the partnership is a
bankrupt [as that term is defined in section 8903 (relating to
definitions and index of definitions)]. See section 8221(f)
(relating to annual registration).
* * *
Section 4. Section 8202 of Title 15 is amended by adding
definitions to read:
§ 8202. Definitions.
The following words and phrases when used in this chapter
shall have the meanings given to them in this section unless the
20110SB0960PN1029 - 3 -
context clearly indicates otherwise:
* * *
"Restricted professional partnership." A domestic or foreign
registered limited liability partnership that renders one or
more restricted professional services. The restrictions in
section 8996 (relating to restrictions) do not apply to a
restricted professional partnership.
"Restricted professional services." The following
professional services: chiropractic, dentistry, law, medicine
and surgery, optometry, osteopathic medicine and surgery,
podiatric medicine, public accounting, psychology or veterinary
medicine.
Section 5. Section 8204 of Title 15 is amended to read:
§ 8204. Limitation on liability of partners.
(a) General rule.--Except as provided in subsection (b)[,
a]:
(1) A partner in a registered limited liability
partnership that is not a restricted professional partnership
shall not be [individually] liable directly or indirectly,
whether by way of indemnification, contribution, assessment
or otherwise, [for debts and obligations] under an order of
court or in any other manner for a debt, obligation or
liability of, or chargeable to, the partnership, whether
sounding in contract or tort or otherwise, that [arise]
arises from any negligent or wrongful acts or misconduct
committed by another partner or other representative of the
partnership while the registration of the partnership under
this subchapter is in effect.
(2) A partner in a restricted professional partnership
shall not be liable directly or indirectly, whether by way of
20110SB0960PN1029 - 4 -
indemnification, contribution, assessment or otherwise, under
an order of court or in any other manner for a debt,
obligation or liability of any kind of, or chargeable to, the
partnership that arises while the partnership has the status
of a restricted professional partnership or for acts of
another partner or other representative of the partnership
committed while the partnership has the status of a
restricted professional partnership.
(b) Exceptions.--
(2) Subsection (a) shall not affect the liability of a
partner:
(i) Individually for any negligent or wrongful acts
or misconduct committed by him or by any person under his
direct supervision and control.
(ii) For any debts [or], obligations or liabilities
of the partnership[:
(A) arising from any cause other than those
specified in subsection (a); or
(B)] as to which the partner has agreed in
[writing] record form to be liable.
(iii) To the extent expressly undertaken in the
partnership agreement or the certificate of limited
partnership.
(3) Subsection (a) shall not affect in any way:
(i) the liability of the partnership itself for all
its debts [and], obligations and liabilities;
(ii) the availability of the entire assets of the
partnership to satisfy its debts [and], obligations and
liabilities; or
(iii) any obligation undertaken by a partner in
20110SB0960PN1029 - 5 -
[writing] record form to individually indemnify another
partner of the partnership or to individually contribute
toward a liability of another partner.
(4) Subsection (a)(1) shall not affect the liability of
a partner for any debts, obligations or liabilities of the
partnership arising from any cause other than those specified
in subsection (a)(1).
(5) Subsection (a)(2) shall not apply to debts,
obligations or liabilities arising, or acts committed, before
(the Legislative Reference Bureau shall insert here the
effective date of subsection (a)(2)). This paragraph shall
not adversely affect a limitation on liability under this
section available to a partner in a restricted professional
partnership before (the Legislative Reference Bureau shall
insert here the effective date of subsection (a)(2)).
(c) Continuation of limited liability.--Neither the
termination of the registration of a partnership under this
subchapter nor the dissolution of the partnership shall affect
the limitation on the liability of a partner in the partnership
under this section [with respect to negligent or wrongful acts
or misconduct occurring] for debts, obligations or liabilities
that arose while the registration under this subchapter was in
effect.
(c.1) Proper parties.--A partner in a registered limited
liability partnership is not a proper party to an action or
proceeding by or against the partnership, the object of which is
to recover damages or enforce debts, obligations or liabilities
for which the partner is not liable under this section.
(d) Cross reference.--See section 103 (relating to
subordination of title to regulatory laws).
20110SB0960PN1029 - 6 -
Section 6. Section 8205(a) and (b)(2), (5) and (7) of Title
15 are amended and the section is amended by adding a subsection
to read:
§ 8205. Liability of withdrawing partner.
(a) General rule.--Except as provided in subsection (b), if
the business of a registered limited liability partnership is
continued without liquidation of the partnership affairs
following the dissolution of the partnership as a result of the
withdrawal for any reason of a partner, the withdrawing partner
shall not be [individually] liable directly or indirectly,
whether by way of indemnification, contribution, assessment or
otherwise, under an order of court or in any other manner for
any of the debts [and], obligations or liabilities of any kind
of either the dissolved partnership or any partnership
continuing the business if a statement of withdrawal is filed as
provided in this section.
(b) Exceptions.--Subsection (a) shall not affect the
liability of a partner:
* * *
(2) For any debts [or], obligations or liabilities of
the partnership as to which the withdrawing partner has
agreed in [writing] record form to be liable.
* * *
(5) To the extent a debt [or], obligation or liability
of the partnership has been expressly undertaken by the
partner in the partnership agreement or the certificate of
limited partnership.
* * *
(7) For any obligation undertaken by a partner in
[writing] record form to individually indemnify another
20110SB0960PN1029 - 7 -
partner of the partnership or to individually contribute
toward a liability of another partner.
* * *
(h.1) Proper parties.--A partner in a registered limited
liability partnership is not a proper party to an action or
proceeding by or against the partnership, the object of which is
to recover damages or enforce debts, obligations or liabilities
for which the partner is not liable under this section.
* * *
Section 7. Section 8211(b)(1) and (c) and 8221(f) of Title
15 are amended to read:
§ 8211. Foreign registered limited liability partnerships.
* * *
(b) Registration to do business.--A foreign registered
limited liability partnership, regardless of whether or not it
is also a foreign limited partnership, shall be subject to
Subchapter K of Chapter 85 (relating to foreign limited
partnerships) as if it were a foreign limited partnership,
except that:
(1) Its application for registration shall state that it
is a registered limited liability partnership and, if the
partnership is a restricted professional partnership, shall
also include a statement that it renders one or more
restricted professional services.
* * *
(c) Exception.--The liability of the partners in a foreign
registered limited liability partnership shall be governed by
the laws of the jurisdiction under which it is organized, except
that the partners in a foreign registered limited liability
partnership that is not a restricted professional partnership
20110SB0960PN1029 - 8 -
shall not be entitled to greater protection from liability than
is available to the partners in a domestic registered limited
liability partnership that is not a restricted professional
partnership.
§ 8221. Annual registration.
* * *
(f) Exception for bankrupt partnerships.--A partnership that
would otherwise be required to pay the annual registration fee
set forth in subsection (b) shall not be required to pay that
fee with respect to any year during any part of which the
partnership is a bankrupt [as defined in section 8903 (relating
to definitions and index of definitions)]. The partnership
shall, instead, indicate on its certificate of annual
registration for that year that it is exempt from payment of the
annual registration fee pursuant to this subsection. If the
partnership fails to file timely a certificate of annual
registration, a lien shall be entered on the records of the
department pursuant to subsection (e) which shall not be removed
until the partnership files a certificate of annual registration
indicating its entitlement to an exemption from payment of the
annual registration fee as provided in this subsection. See
section 8201(e) (relating to scope).
Section 8. The definition of "bankrupt" in section 8302 of
Title 15 is amended to read:
§ 8302. Definitions.
The following words and phrases when used in this chapter
shall have the meanings given to them in this section unless the
context clearly indicates otherwise:
["Bankrupt." Includes bankrupt under the Bankruptcy Code (11
U.S.C. § 101 et seq.) or insolvent under any State insolvency
20110SB0960PN1029 - 9 -
act.]
* * *
Section 9. Section 8304 of Title 15 is amended by adding a
subsection to read:
§ 8304. Rules of construction.
* * *
(c) Validation of prohibition of assignments.--
(1) The provisions of 13 Pa.C.S. §§ 9406 (relating to
discharge of account debtor; notification of assignment;
identification and proof of assignment; restrictions on
assignment of accounts, chattel paper, payment intangibles
and promissory notes ineffective) and 9408 (relating to
restrictions on assignment of promissory notes, health-care-
insurance receivables and certain general intangibles
ineffective) shall not apply to any interest in a domestic
partnership, including any right, power and interest arising
under a partnership agreement or this part.
(2) This subsection shall be construed to prevail over
13 Pa.C.S. §§ 9406 and 9408.
Section 10. Section 8503(b) of Title 15 is amended by adding
a definition to read:
§ 8503. Definitions and index of definitions.
* * *
(b) Index of definitions.--Other definitions applying to
this chapter and the sections in which they appear are:
* * *
"Bankrupt." Section 102.
* * *
Section 11. Title 15 is amended by adding a section to read:
§ 8511.1. Advertisement.
20110SB0960PN1029 - 10 -
(a) Requirement.--The prospective partners or the limited
partnership must officially publish a notice of intent to file
or of filing a certificate of limited partnership.
(b) Time.--The notice may appear prior to or after the
certificate is filed with the department.
(c) Content.--The notice shall set forth briefly:
(1) The name of the limited partnership.
(2) The fact that the limited partnership is formed
under this chapter.
(d) Transitional rule.--This section does not apply to a
limited partnership whose certificate of limited partnership was
filed on or before (the Legislative Reference Bureau shall
insert here the effective date of this section).
Section 12. Section 8562(a) of Title 15 is amended and the
section is amended by adding subsections to read:
§ 8562. Assignment of partnership interest.
(a) General rule.--Except as otherwise provided in the
partnership agreement:
(1) a partnership interest is assignable in whole or in
part;
(2) an assignment of a partnership interest does not
dissolve a limited partnership or entitle the assignee to
become or to exercise any rights of a partner;
(3) an assignment entitles the assignee to share in such
profits and losses, to receive such distributions, and to
receive such allocations of income, gain, loss, deduction, or
credit or similar item to which the assignor was entitled, to
the extent assigned; [and]
(4) a partner ceases to be a partner and to have the
power to exercise any rights or powers of a partner upon
20110SB0960PN1029 - 11 -
assignment of all of his partnership interest[.]; and
(5) the pledge of, or granting of a security interest,
lien or other encumbrance in or against, any or all of the
partnership interest of a partner shall not cause the partner
to cease to be a partner or to have the power to exercise any
rights or powers of a partner.
* * *
(d) Validation of prohibition of assignments.--
(1) The provisions of 13 Pa.C.S. §§ 9406 (relating to
discharge of account debtor; notification of assignment;
identification and proof of assignment; restrictions on
assignment of accounts, chattel paper, payment intangibles
and promissory notes ineffective) and 9408 (relating to
restrictions on assignment of promissory notes, health-care-
insurance receivables and certain general intangibles
ineffective) shall not apply to any interest in a domestic
limited partnership, including any right, power and interest
arising under a partnership agreement or this part.
(2) This subsection shall be construed to prevail over
13 Pa.C.S. §§ 9406 and 9408.
(e) Bearer certificates prohibited.--A limited partnership
may not issue certificates of partnership interest in bearer
form. This subsection may not be varied by the certificate of
limited partnership or partnership agreement.
Section 13. Title 15 is amended by adding a section to read:
§ 8573.1. Advertisement.
(a) Requirement.--The limited partnership must promptly
cause notice of the winding up proceedings to be officially
published.
(b) Content.--The notice shall set forth briefly:
20110SB0960PN1029 - 12 -
(1) The name of the limited partnership.
(2) The fact that winding up of the limited partnership
has commenced.
(c) Transitional rule.--This section does not apply to
winding up of a limited partnership that was commenced on or
before (the Legislative Reference Bureau shall insert here the
effective date of this section).
Section 14. Section 8585 of Title 15 is amended by adding a
subsection to read:
§ 8585. Changes and amendments.
* * *
(b.1) Registered office.--A qualified foreign limited
partnership may, from time to time, change the address of its
registered office in the manner provided by section 8506(b)
(relating to registered office).
* * *
Section 15. Title 15 is amended by adding a section to read:
§ 8590.1. Advertisement.
(a) Registration.--
(1) A foreign limited partnership must officially
publish notice of its intention to apply or its application
for registration as a foreign limited partnership.
(2) The notice may appear prior to or after the
application for registration has been filed with the
department.
(3) The notice shall set forth briefly:
(i) The name of the foreign limited partnership and
the jurisdiction under the laws of which it is formed.
(ii) The fact that the foreign limited partnership
will apply or has applied for registration under
20110SB0960PN1029 - 13 -
Subchapter K of Chapter 85 (relating to foreign limited
partnerships).
(iii) The address, including street and number, if
any, of its principal office under the laws of the
jurisdiction in which it is formed.
(iv) 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 proposed registered office in this
Commonwealth.
(4) This subsection does not apply to an application for
registration that was filed on or before (the Legislative
Reference Bureau shall insert here the effective date of this
section).
(b) Withdrawal.--
(1) A qualified foreign limited partnership must
officially publish notice of its intention to withdraw from
doing business in this Commonwealth.
(2) The notice shall set forth briefly:
(i) The name of the foreign limited partnership and
the jurisdiction under the laws of which it is formed.
(ii) The address, including street and number, if
any, of its principal office under the laws of the
jurisdiction in which it is formed.
(iii) Subject to section 109, the address, including
street and number, if any, of its last registered office
in this Commonwealth.
(3) This subsection does not apply to a qualified
foreign limited partnership that withdrew from doing business
in this Commonwealth on or before (the Legislative Reference
20110SB0960PN1029 - 14 -
Bureau shall insert here the effective date of this section).
Section 16. Section 8903 heading and the definitions of
"bankrupt" and "event of dissociation" in subsection (a) and
subsection (b) are amended to read:
§ 8903. Definitions [and index of definitions].
(a) [Definitions] General definitions.--The following words
and phrases when used in this chapter shall have the meanings
given to them in this section unless the context clearly
indicates otherwise:
["Bankrupt." A person who is the subject of:
(1) an order for relief or a voluntary case under 11
U.S.C. (relating to bankruptcy);
(2) a comparable order or case under a successor statute
of general application; or
(3) a comparable order or case under a State insolvency
act.]
* * *
"Event of dissociation." An event that causes a person to
cease to be a member of a limited liability company. [See
section 8971(a)(4) (relating to dissolution).]
* * *
(b) Index of other definitions.--Other definitions applying
to this chapter and the sections in which they appear are:
"Act" or "action." Section 102.
"Bankrupt." Section 102.
"Department." Section 102.
"Licensed person." Section 102.
"Professional services." Section 102.
Section 17. Title 15 is amended by adding sections to read:
§ 8909. Validation of prohibitions of assignments.
20110SB0960PN1029 - 15 -
(a) General rule.--The provisions of 13 Pa.C.S. §§ 9406
(relating to discharge of account debtor; notification of
assignment; identification and proof of assignment; restrictions
on assignment of accounts, chattel paper, payment intangibles
and promissory notes ineffective) and 9408 (relating to
restrictions on assignment of promissory notes, health-care-
insurance receivables and certain general intangibles
ineffective) shall not apply to any interest in a domestic
limited liability company, including any right, power and
interest arising under an operating agreement or this part.
(b) Construction.--This section shall be construed to
prevail over 13 Pa.C.S. §§ 9406 and 9408.
§ 8912.1. Advertisement.
(a) Requirement.--The organizers or the limited liability
company must officially publish a notice of intent to file or of
filing a certificate of organization.
(b) Time.--The notice may appear prior to or after the
certificate is filed with the department.
(c) Content.--The notice shall set forth briefly:
(1) The name of the company.
(2) The fact that the company is organized under the act
of December 7, 1994 (P.L.703, No.106), known as the Limited
Liability Company Act.
(d) Transitional rule.--This section does not apply to a
limited liability company whose certificate of organization was
filed on or before (the Legislative Reference Bureau shall
insert here the effective date of this section).
Section 18. Sections 8916(a) and (b) of Title 15 are amended
to read:
§ 8916. Operating agreement.
20110SB0960PN1029 - 16 -
(a) General rule.--The operating agreement of a limited
liability company need not be in [writing] record form except
where this chapter refers to a [written] provision of the
operating agreement in writing or record form. If a [written]
provision in record form of an operating agreement provides that
[it] the operating agreement cannot be amended or modified
except in writing or record form, an oral agreement, amendment
or modification shall not be enforceable. The certificate of
organization or operating agreement may not authorize an oral
agreement on any subject that this chapter requires to be dealt
with in writing or record form. See section 107 (relating to
form of records).
(b) Freedom of contract.--An operating agreement may contain
any provision adopted by the members for the regulation of the
internal affairs of a limited liability company [adopted by the
members], whether or not specifically authorized by or in
contravention of this chapter, except where this chapter:
(1) refers only to a rule as set forth in the
certificate of organization; or
(2) expressly provides that the operating agreement
shall not relax or contravene any provision on a specified
subject.
* * *
Section 19. Section 8924 of Title 15 is amended by adding a
subsection to read:
§ 8924. Limited transferability of membership interest.
* * *
(c) Bearer certificates prohibited.--A limited liability
company may not issue a certificate of membership interest in
bearer form. This subsection may not be varied by the
20110SB0960PN1029 - 17 -
certificate of organization or operating agreement.
Section 20. Sections 8941(b) and 8971 of Title 15 are
amended to read:
§ 8941. Management.
* * *
(b) Managers.--The certificate of organization may provide
that management of a company shall be vested, to the extent
provided in, or pursuant to, the certificate of organization, in
one or more managers.
* * *
§ 8971. Dissolution.
(a) General rule.--A limited liability company is dissolved
and its affairs shall be wound up upon the happening of the
first to occur of the following events:
(1) At the time or upon the happening of events
specified in the certificate of organization.
(2) At the time or upon the happening of events
specified in [writing] record form in the operating
agreement.
(3) Except as otherwise provided in the operating
agreement, by the [unanimous written agreement] vote or
consent of [all] the members.
[(4) Except as otherwise provided in writing in the
operating agreement, upon a member becoming a bankrupt or
executing an assignment for the benefit of creditors or the
death, retirement, insanity, resignation, expulsion or
dissolution of a member or the occurrence of any other event
that terminates the continued membership of a member in the
company unless the business of the company is continued by
the vote or consent of a majority in interest, or such
20110SB0960PN1029 - 18 -
greater number as shall be provided in writing in the
operating agreement, of the remaining members given within
180 days following such event.]
(5) Entry of an order of judicial dissolution under
section 8972 (relating to judicial dissolution).
(b) Perpetual existence.--[The certificate of organization
may provide that the company shall have perpetual existence, in
which case subsection (a)(4) shall not be applicable to the
company] Except as otherwise provided in record form in the
operating agreement, a limited liability company has perpetual
existence, subject to the power of the General Assembly under
the Constitution of Pennsylvania.
Section 21. Title 15 is amended by adding a section to read:
§ 8973.1. Advertisement.
(a) Requirement.--The limited liability company must
promptly cause notice of the winding up proceedings to be
officially published.
(b) Content.--The notice shall set forth briefly:
(1) The name of the limited liability company.
(2) The fact that winding up of the company has
commenced.
(c) Transitional rule.--This section does not apply to
winding up of a limited liability company that was commenced on
or before (the Legislative Reference Bureau shall insert here
the effective date of this section).
Section 22. Sections 8974 and 8975(a) of Title 15 are
amended to read:
§ 8974. Distribution of assets upon dissolution.
(a) General rule.--In settling accounts after dissolution,
the liabilities of the limited liability company shall be
20110SB0960PN1029 - 19 -
entitled to payment in the following order:
(1) Those to creditors, including members or managers
who are creditors, in the order of priority as provided by
law, in satisfaction of the liabilities of the company,
whether by payment or the making of [reasonable] adequate
provision for payment thereof, other than liabilities for
distributions to members under section 8932 (relating to
distributions and allocation of profits and losses) or 8933
(relating to distributions upon an event of dissociation).
(2) Unless otherwise provided in the operating
agreement, to members and former members in satisfaction of
liabilities for distributions under section 8932 or 8933.
(3) Unless otherwise provided in the operating
agreement, to members in respect of:
(i) Their contributions to capital.
(ii) Their share of the profits and other
compensation by way of income on their contributions.
(b) Provision for claims.--A company that has dissolved
shall pay or make [reasonable] adequate provision to pay all
claims and obligations, including all contingent, conditional or
unmatured claims and obligations, known to the company and all
claims and obligations that are known to the company but for
which the identity of the claimant is unknown. If there are
sufficient assets, such claims and obligations shall be paid in
full, and any such provision for payment made shall be made in
full. If there are insufficient assets, such claims and
obligations shall be paid or provided for according to their
priority and, among claims and obligations of equal priority,
ratably to the extent of assets available therefor. Unless
otherwise provided in the operating agreement, any remaining
20110SB0960PN1029 - 20 -
assets shall be distributed as provided in this chapter. Any
liquidating trustee or other person winding up the affairs of a
company who has complied with this section shall not be
personally liable to the claimants of the dissolved company by
reason of his actions in winding up the company.
§ 8975. Certificate of dissolution.
(a) General rule.--When all debts, liabilities and
obligations of the limited liability company have been paid and
discharged or adequate provision has been made therefor and all
of the remaining property and assets of the company have been
distributed to the members, or in case its assets are not
sufficient to discharge its debts, liabilities and obligations,
when all the assets have been fairly and equitably applied, as
far as they will go, to the payment of such debts, liabilities
and obligations, a certificate of dissolution shall be executed
by the company. The certificate of dissolution shall set forth:
(1) The name of the company.
(2) [That] A statement that:
(i) all debts, obligations and liabilities of the
company have been paid and discharged or that adequate
provision has been made therefor[.]; or
(ii) the assets of the company are not sufficient to
discharge its debts, liabilities and obligations, and
that all the assets of the company have been fairly and
equitably applied, as far as they will go, to the payment
of such debts, liabilities and obligations.
(3) That all the remaining property and assets of the
company have been distributed among its members in accordance
with their respective rights and interests.
(4) That there are no actions pending against the
20110SB0960PN1029 - 21 -
company in any court or that adequate provision has been made
for the satisfaction of any judgment that may be entered
against it in any pending action.
* * *
Section 23. Title 15 is amended by adding a section to read:
§ 8983. Advertisement.
(a) Registration.--
(1) A foreign limited liability company must officially
publish notice of its intention to apply or its application
for registration as a foreign limited liability company.
(2) The notice may appear prior to or after the
application for registration has been filed with the
department.
(3) The notice shall set forth briefly:
(i) The name of the company and the jurisdiction
under the laws of which it is organized.
(ii) The fact that the company will apply or has
applied for registration under this subchapter.
(iii) The address, including street and number, if
any, of its principal office under the laws of the
jurisdiction in which it is organized.
(iv) 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 proposed registered office in this
Commonwealth.
(4) This subsection does not apply to an application for
registration that was filed on or before (the Legislative
Reference Bureau shall insert here the effective date of this
section).
20110SB0960PN1029 - 22 -
(b) Withdrawal.--
(1) A qualified foreign limited liability company must
officially publish notice of its intention to withdraw from
doing business in this Commonwealth.
(2) The notice shall set forth briefly:
(i) The name of the foreign limited liability
company and the jurisdiction under the laws of which it
is organized.
(ii) The address, including street and number, if
any, of its principal office under the laws of the
jurisdiction in which it is organized.
(iii) Subject to section 109, the address, including
street and number, if any, of its last registered office
in this Commonwealth.
(3) This subsection does not apply to a qualified
foreign limited liability company that withdrew from doing
business in this Commonwealth on or before (the Legislative
Reference Bureau shall insert here the effective date of this
section).
Section 24. This act shall take effect in 60 days.
20110SB0960PN1029 - 23 -