Penn Towers Associates, LP v. Commonwealth

In Penn Towers Associates, LP v. Commonwealth, 866 A.2d 1205 (Pa. Cmwlth. 2005), the Court explained that "limited partnerships are entities separate from their partners and transfers between these entities and their partners are fully taxable." Id. at 1207 n.4 (quoting 61 Pa. Code 91.154 (amended 2007)). Thus, in the realm of taxation, a limited partnership is considered to be a legal entity that is separate from its partners. The Pennsylvania Revised Uniform Limited Partnership Act provides that a limited partnership is comprised of one or more general partners. 15 Pa. C.S 8533(a). Further, the general partner has unlimited liability for the obligations of the partnership. 15 Pa. C.S. 8533(b). By contrast, limited partners, who are not also general partners, are not liable for the obligations of the limited partnership. 15 Pa. C.S. 8523(a).