8520 - Partnership agreement.
§ 8520. Partnership agreement. (a) Admission of limited partners.--A partnership agreement may provide in writing that a person shall be admitted as a limited partner, or shall become an assignee of a partnership interest or other rights or powers of a limited partner to the extent assigned, and shall become bound by the partnership agreement: (1) if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) executes the partnership agreement or any other writing evidencing the intent of such person to become a limited partner or assignee; or (2) without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) complies with the conditions for becoming a limited partner or assignee as set forth in the partnership agreement or any other writing and requests (orally, in writing or by other action such as payment for a partnership interest) that the records of the limited partnership reflect such admission or assignment. (b) Signature by limited partners.--A written partnership agreement shall not be unenforceable by reason of its not having been signed by a person being admitted as a limited partner or becoming an assignee as provided in subsection (a) or by reason of its having been signed by a representative as provided in section 8514(b) (relating to attorney-in-fact). (c) Voting requirements.--A partnership agreement may provide in writing that, whenever a provision of this chapter requires the vote or consent of a specified number or percentage of partners or of a class of partners for the taking of any action, a higher number or percentage of votes or consents shall be required for the action. Except as otherwise provided in the partnership agreement, whenever the partnership agreement requires for the taking of any action by the partners or a class of partners a specific number or percentage of votes or consents, the provision of the partnership agreement setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes or consents of the partners or the class of partners. (d) Freedom of contract.--A written partnership agreement may contain any provision for the regulation of the internal affairs of the limited partnership agreed to by the partners, 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 limited partnership; or (2) expressly provides that the partnership agreement shall not relax or contravene any provision on a specified subject. (e) Oral provisions.--A partnership agreement may provide in writing that it cannot be amended or modified except in writing, in which case an oral agreement, amendment or modification shall not be enforceable. (f) Cross reference.--See section 8511(a)(5) (relating to certificate of limited partnership). (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 added section 8520.