{"data":{"id":"us-pa/15-pa.c.s.-8681","jurisdiction":"us-pa","citation":"15 Pa.C.S. § 8681","heading":"Events causing dissolution.","body":"(a) General rule.--A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:\n(1) an event or circumstance that the partnership agreement states causes dissolution;\n(2) the affirmative vote or consent of:\n(i) all general partners; and\n(ii) limited partners owning the rights to receive a majority of the distributions as limited partners at the time the vote or consent is to be effective;\n(3) after the dissociation of a person as a general partner:\n(i) if the partnership has at least one remaining general partner, the affirmative vote or consent to dissolve the partnership within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or\n(ii) if the partnership does not have a remaining general partner, the passage of 180 days after the dissociation, unless before the end of the period:\n(A) consent to continue the activities and affairs of the partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and\n(B) at least one person is admitted as a general partner in accordance with the consent;\n(4) the passage of 180 consecutive days after the dissociation of the partnership's last limited partner, unless before the end of the period the partnership admits at least one limited partner;\n(5) the passage of 180 consecutive days during which the partnership has only one partner, unless before the end of the period:\n(i) the partnership admits at least one person as a partner;\n(ii) if the previously sole remaining partner is only a general partner, the partnership admits a person as a limited partner; and\n(iii) if the previously sole remaining partner is only a limited partner, the partnership admits a person as a general partner; or\n(6) on application by a partner, the entry by the court of an order dissolving the partnership on the grounds that:\n(i) the conduct of all or substantially all the partnership's activities and affairs is unlawful;\n(ii) it is not reasonably practicable to carry on the partnership's activities and affairs in conformity with the certificate of limited partnership and partnership agreement; or\n(iii) the general partners have acted, are acting or will act in a manner that is illegal or fraudulent.\n(b) Multiple deadlines.--If an event occurs that imposes a deadline on a limited partnership under subsection (a) and before the partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under subsection (a):\n(1) the occurrence of the second event does not affect the deadline caused by the first event; and\n(2) the partnership's meeting of the requirements of the first deadline does not extend the second deadline.\n(c) Cross references.--See sections 8611(d) (relating to short title and application of chapter) and 8615(c)(15) (relating to contents of partnership agreement).","path":["Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS","PART III PARTNERSHIPS AND LIMITED LIABILITY COMPANIES","CHAPTER 86 LIMITED PARTNERSHIPS","SUBCHAPTER H DISSOLUTION AND WINDING UP"],"source_url":"https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM\u0026ttl=15\u0026div=0\u0026chpt=86\u0026sctn=81\u0026subsctn=0","current_through":"2026-07-28 (Statute Update stamp, 15 Pa.C.S.)","vintage":"","retrieved_at":"2026-09-02T16:31:13Z","sha256":"539e69b44eb3caab2ba9c8717fa5f7afa08ba04f12abbe76e4002e9a4ebe42cb","source_id":"us-pa","stale":false,"prev":"us-pa/15-pa.c.s.-8674","next":"us-pa/15-pa.c.s.-8681.1"},"notice":"GroundRules: Original legal text. Not legal advice."}