PA HB1398 | 2015-2016 | Regular Session

Status

Completed Legislative Action
Spectrum: Slight Partisan Bill (Republican 22-11)
Status: Passed on November 21 2016 - 100% progression
Action: 2016-11-21 - Act No. 170
Text: Latest bill text (Amended) [PDF]

Summary

An Act amending Titles 15 (Corporations and Unincorporated Associations) and 54 (Names) of the Pennsylvania Consolidated Statutes, 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.

Tracking Information

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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.

Sponsors


Roll Calls

2016-10-27 - House - House Rules: Re-report Bill As Committed (Y: 17 N: 0 NV: 1 Abs: 0) [PASS]
2016-10-27 - House - House Floor: HB 1398 PN 4062, CONCUR (Y: 185 N: 0 NV: 0 Abs: 18) [PASS]
2016-10-26 - Senate - Senate Floor: HB 1398 PN 4062, FINAL PASSAGE (Y: 48 N: 0 NV: 2 Abs: 0) [PASS]
2016-10-18 - Senate - Senate Appropriations: Re-Reported as Amended (Y: 22 N: 0 NV: 0 Abs: 0) [PASS]
2016-09-26 - Senate - Senate Judiciary: Reported as Amended (Y: 10 N: 0 NV: 2 Abs: 0) [PASS]
2016-03-14 - House - House Appropriations: Re-report Bill As Committed (Y: 21 N: 0 NV: 1 Abs: 0) [PASS]
2016-03-14 - House - House Floor: HB 1398 PN 2860, FP (Y: 188 N: 0 NV: 2 Abs: 10) [PASS]
2016-02-10 - House - House Floor: HB 1398 PN 2375, 2015 A5854, HARRIS, A. (Y: 183 N: 0 NV: 0 Abs: 17) [PASS]
2015-10-19 - House - House Commerce: Report Bill As Amended (Y: 16 N: 0 NV: 0 Abs: 0) [PASS]
2015-10-19 - House - House Commerce: Adopt Amendment A03563 (Y: 16 N: 0 NV: 0 Abs: 0) [PASS]
2015-10-19 - House - House Commerce: Adopt Amendment A03563 (Y: 16 N: 0 NV: 0 Abs: 0) [PASS]
2015-10-19 - House - House Commerce: Report Bill As Amended (Y: 16 N: 0 NV: 0 Abs: 0) [PASS]

History

DateChamberAction
2016-11-21HouseAct No. 170
2016-11-21HouseApproved by the Governor
2016-11-14HousePresented to the Governor
2016-11-09HouseSigned in Senate
2016-10-27HouseSigned in House
2016-10-27HouseHouse concurred in Senate amendments (185-0)
2016-10-27HouseRe-reported on concurrence, as committed
2016-10-27HouseReferred to RULES
2016-10-26HouseIn the House
2016-10-26SenateThird consideration and final passage (48-0)
2016-10-25SenateSecond consideration
2016-10-25SenateRemoved from table
2016-10-24SenateLaid on the table
2016-10-18SenateRe-reported as amended
2016-10-17SenateRe-referred to APPROPRIATIONS
2016-09-26SenateFirst consideration
2016-09-26SenateReported as amended
2016-03-22SenateReferred to JUDICIARY
2016-03-14SenateIn the Senate
2016-03-14HouseThird consideration and final passage (188-0)
2016-03-14HouseRe-reported as committed
2016-02-10HouseRe-committed to APPROPRIATIONS
2016-02-10HouseSecond consideration, with amendments
2016-01-27HouseRemoved from table
2015-11-23HouseLaid on the table
2015-11-23HouseRemoved from table
2015-10-19HouseLaid on the table
2015-10-19HouseFirst consideration
2015-10-19HouseReported as amended
2015-06-24HouseReferred to COMMERCE

Pennsylvania State Sources

TypeSource
Summaryhttps://www.legis.state.pa.us/cfdocs/billinfo/bill_history.cfm?syear=2015&sind=0&body=H&type=B&bn=1398
Texthttps://www.legis.state.pa.us/cfdocs/legis/PN/Public/btCheck.cfm?txtType=PDF&sessYr=2015&sessInd=0&billBody=H&billTyp=B&billNbr=1398&pn=1895
Texthttps://www.legis.state.pa.us/cfdocs/legis/PN/Public/btCheck.cfm?txtType=PDF&sessYr=2015&sessInd=0&billBody=H&billTyp=B&billNbr=1398&pn=2375
Texthttps://www.legis.state.pa.us/cfdocs/legis/PN/Public/btCheck.cfm?txtType=PDF&sessYr=2015&sessInd=0&billBody=H&billTyp=B&billNbr=1398&pn=2860
Texthttps://www.legis.state.pa.us/cfdocs/legis/PN/Public/btCheck.cfm?txtType=PDF&sessYr=2015&sessInd=0&billBody=H&billTyp=B&billNbr=1398&pn=3917
Texthttps://www.legis.state.pa.us/cfdocs/legis/PN/Public/btCheck.cfm?txtType=PDF&sessYr=2015&sessInd=0&billBody=H&billTyp=B&billNbr=1398&pn=4062
Roll Callhttps://www.legis.state.pa.us/cfdocs/legis/RCC/PUBLIC/listVoteSummaryH.cfm?sYear=2015&sInd=0&cteeCde=6&theDate=10/19/2015&rNbr=983
Roll Callhttps://www.legis.state.pa.us/cfdocs/legis/RCC/PUBLIC/listVoteSummaryH.cfm?sYear=2015&sInd=0&cteeCde=6&theDate=10/19/2015&rNbr=982
Roll Callhttps://www.legis.state.pa.us/CFDOCS/Legis/RC/Public/rc_view_action2.cfm?sess_yr=2015&sess_ind=0&rc_body=H&rc_nbr=1117
Roll Callhttps://www.legis.state.pa.us/cfdocs/legis/RCC/PUBLIC/listVoteSummaryH.cfm?sYear=2015&sInd=0&cteeCde=6&theDate=10/19/2015&RollCallId=982
Roll Callhttps://www.legis.state.pa.us/cfdocs/legis/RCC/PUBLIC/listVoteSummaryH.cfm?sYear=2015&sInd=0&cteeCde=6&theDate=10/19/2015&RollCallId=983
Roll Callhttps://www.legis.state.pa.us/CFDOCS/Legis/RC/Public/rc_view_action2.cfm?sess_yr=2015&sess_ind=0&rc_body=H&rc_nbr=1132
Roll Callhttps://www.legis.state.pa.us/cfdocs/legis/RCC/PUBLIC/listVoteSummaryH.cfm?sYear=2015&sInd=0&cteeCde=4&theDate=03/14/2016&RollCallId=1441
Roll Callhttps://www.legis.state.pa.us/cfdocs/legis/RCC/PUBLIC/listVoteSummary.cfm?sYear=2015&sInd=0&chamber=S&cteeCde=39&theDate=09/26/2016&RollCallId=1015
Roll Callhttps://www.legis.state.pa.us/cfdocs/legis/RCC/PUBLIC/listVoteSummary.cfm?sYear=2015&sInd=0&chamber=S&cteeCde=3&theDate=10/18/2016&RollCallId=1113
Roll Callhttps://www.legis.state.pa.us/CFDOCS/Legis/RC/Public/rc_view_action2.cfm?sess_yr=2015&sess_ind=0&rc_body=S&rc_nbr=784
Roll Callhttps://www.legis.state.pa.us/CFDOCS/Legis/RC/Public/rc_view_action2.cfm?sess_yr=2015&sess_ind=0&rc_body=H&rc_nbr=1904
Roll Callhttps://www.legis.state.pa.us/cfdocs/legis/RCC/PUBLIC/listVoteSummaryH.cfm?sYear=2015&sInd=0&cteeCde=44&theDate=10/27/2016&RollCallId=2318

Bill Comments

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