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Definitions - 15 Pa. Cons. Stat. § 1103Legal Research Home > Pennsylvania Statutes
§ 1103. Definitions.
Subject to additional definitions contained in subsequent
provisions of this subpart that are applicable to specific
provisions of this subpart, the following words and phrases when
used in this subpart shall have the meanings given to them in
this section unless the context clearly indicates otherwise:
"Act" or "action." Includes failure to act.
"Amendment." An amendment of the articles.
"Articles." The original articles of incorporation, all
amendments thereof and any other articles, statements or
certificates permitted or required to be filed in the Department
of State by sections 108 (relating to change in location or
status of registered office provided by agent) and 138 (relating
to statement of correction) or this subpart and including what
have heretofore been designated by law as certificates of
incorporation or charters. If an amendment of the articles or
articles of merger or division made in the manner permitted by
this subpart restates articles in their entirety or if there are
articles of consolidation, conversion or domestication,
thenceforth the "articles" shall not include any prior documents
and any certificate issued by the department with respect
thereto shall so state.
"Authorized shares." The shares of all classes that the
corporation is authorized to issue.
"Banking institution" or "domestic banking institution." A
domestic corporation for profit that is an institution as
defined in the act of November 30, 1965 (P.L.847, No.356), known
as the Banking Code of 1965.
"Board of directors" or "board." The persons selected under
section 1725 (relating to selection of directors) irrespective
of the name by which the group is designated in the articles.
See section 1731(c) (relating to status of committee action).
"Business corporation" or "domestic business corporation." A
domestic corporation for profit that is not excluded from the
scope of this subpart by section 1102 (relating to application
of subpart).
"Business development credit corporation." A domestic
corporation for profit that is a corporation as defined in the
act of December 1, 1959 (P.L.1647, No.606), known as the
Business Development Credit Corporation Law.
"Bylaws." See section 1504(c) (relating to bylaw provisions
in articles).
"Closely held corporation." A business corporation that:
(1) has not more than 30 shareholders; or
(2) is a statutory close corporation.
Shares that are held jointly or in common or in trust by two or
more persons, as fiduciaries or otherwise, or that are held by
spouses shall be deemed to be held by one shareholder for the
purposes of this definition.
"Corporation for profit." A corporation incorporated for a
purpose or purposes involving pecuniary profit, incidental or
otherwise, to its shareholders or members.
"Corporation not-for-profit." A corporation not incorporated
for a purpose or purposes involving pecuniary profit, incidental
or otherwise.
"Court." Subject to any inconsistent general rule prescribed
by the Supreme Court of Pennsylvania:
(1) the court of common pleas of the judicial district
embracing the county where the registered office of the
corporation is or is to be located; or
(2) where a corporation results from a merger,
consolidation, division or other transaction without
establishing a registered office in this Commonwealth or
withdraws as a foreign corporation, the court of common pleas
in which venue would have been laid immediately prior to the
transaction or withdrawal.
"Credit union." A credit union as defined in 17 Pa.C.S. §
102 (relating to application of title).
"Department." The Department of State of the Commonwealth.
"Directors." The term, when used in relation to any power or
duty requiring collective action, shall be construed to mean
"board of directors."
"Dissenters rights." The rights and remedies provided by
Subchapter D of Chapter 15 (relating to dissenters rights).
"Dissolve" or "dissolution." The termination of corporate
existence effected by:
(1) filing of articles of dissolution in the department
under this subpart by the corporation or by the office of the
clerk of the court of common pleas;
(2) expiration of the term of existence of a corporation
by reason of any limitation contained in its articles;
(3) forfeiture by proclamation of the Governor under
section 1704 of the act of April 9, 1929 (P.L.343, No.176),
known as The Fiscal Code, or otherwise;
(4) filing of a certified copy of a decree of
dissolution in the department under the act of April 9, 1856
(P.L.293, No.308), entitled "Supplement to the acts relating
to incorporations by the Courts of Common Pleas," or
otherwise; or
(5) judgment of ouster, upon proceedings in quo
warranto, under former provisions of law.
"Distribution." A direct or indirect transfer of money or
other property (except its own shares or options, rights or
warrants to acquire its own shares) or incurrence of
indebtedness by a corporation to or for the benefit of any or
all of its shareholders in respect of any of its shares whether
by dividend or by purchase, redemption or other acquisition of
its shares or otherwise. Neither the making of, nor payment or
performance upon, a guaranty or similar arrangement by a
corporation for the benefit of any or all of its shareholders
nor a direct or indirect transfer effected under Chapter 19
(relating to fundamental changes) with the approval of the
shareholders shall constitute a distribution for the purposes of
this subpart.
"Domestic corporation for profit." A corporation for profit
incorporated under the laws of this Commonwealth.
"Domestic corporation not-for-profit." A corporation not-
for-profit incorporated under the laws of this Commonwealth.
"Employee." Includes officers but not directors, as such.
See section 1730 (relating to compensation of directors) as to
acceptance by a director of duties that make him also an
employee.
"Entitled to vote." Those persons entitled to vote on the
matter under either the bylaws of the corporation or any
applicable controlling provision of law. The term includes those
persons entitled at the time to vote on the matter under a plan
or the terms of a fundamental transaction where dissenters
rights are not available under section 1571(b)(2)(ii) (relating
to exceptions).
"Exchange Act." The Securities Exchange Act of 1934 (48
Stat. 881, 15 U.S.C. § 78a et seq.).
"Fair value." In the case of shares, fair value as
determined under the standards and procedures provided by
Subchapter D of Chapter 15 (relating to dissenters rights).
"Foreign business corporation." A foreign corporation for
profit subject to Chapter 41 (relating to foreign business
corporations), whether or not required to qualify thereunder.
"Foreign corporation for profit." A corporation for profit
incorporated under any laws other than those of this
Commonwealth.
"Foreign corporation not-for-profit." A corporation not-for-
profit incorporated under any laws other than those of this
Commonwealth.
"Foreign domiciliary corporation." A foreign business
corporation defined in section 4102 (relating to foreign
domiciliary corporations).
"Foreign insurance corporation." A corporation for profit
incorporated under any laws other than those of this
Commonwealth that is qualified to do business in this
Commonwealth under the act of May 17, 1921 (P.L.789, No.285),
known as The Insurance Department Act of 1921.
"Full age." Of the age of 18 years or older.
"Incorporator." A signer of the original articles of
incorporation.
"Insurance corporation" or "domestic insurance corporation."
An insurance corporation as defined in section 3102 (relating to
definitions).
"Internal Revenue Code of 1986." The Internal Revenue Code
of 1986 (Public Law 99-514, 26 U.S.C. § 1 et seq.).
"Investment Company Act of 1940." The Investment Company Act
of 1940 (54 Stat. 789, 15 U.S.C. § 80a-1 et seq.).
"Issue." Includes sale or other disposition of a security
previously issued by the corporation and thereafter acquired by
it.
"Management corporation." A business corporation that has
elected to become subject to Chapter 27 (relating to management
corporations) and whose status as a management corporation has
not been terminated as provided in Chapter 27.
"Mutual insurance company." A mutual insurance company as
defined in section 3102 (relating to definitions).
"Nonprofit corporation." A domestic corporation not-for-
profit defined in section 5103 (relating to definitions).
"Nonqualified foreign business corporation." A foreign
business corporation that is not a qualified foreign business
corporation as defined in this section.
"Nonregistered corporation." A corporation that is not a
registered corporation.
"Nonstock corporation." A business corporation that has
elected to become subject to Chapter 21 (relating to nonstock
corporations) and whose status as a nonstock corporation has not
been terminated as provided in Chapter 21.
"Obligation." Includes a note or other form of indebtedness,
whether secured or unsecured.
"Officer." If a corporation is in the hands of a custodian,
receiver, trustee or like official, the term includes that
official or any person appointed by that official to act as an
officer for any purpose under this subpart.
"Officially publish." Publish in two newspapers of general
circulation in the English language in the county in which the
registered office of the corporation is located, or in the case
of a proposed corporation is to be located, one of which shall
be the legal newspaper, if any, designated by the rules of court
for the publication of legal notices or, if there is no legal
newspaper, in two newspapers of general circulation in the
county. When there is but one newspaper of general circulation
in any county, advertisement in that newspaper shall be
sufficient. Where no other frequency is specified, the notice
shall be published one time in the appropriate newspaper or
newspapers. See section 109(a)(2) (relating to name of
commercial registered office provider in lieu of registered
address).
"Plan." A plan of reclassification, merger, consolidation,
exchange, asset transfer, division or conversion.
"Preference." A right in one class or series of shares that
is senior to any right in a junior class or series of shares:
(1) as to the right to payment of dividends;
(2) as to the right to distribution of assets upon
redemption of shares or upon the voluntary or involuntary
liquidation of the corporation; or
(3) as to both dividends and assets.
"Professional corporation." A business corporation that is
subject to Chapter 29 (relating to professional corporations)
and whose status as a professional corporation has not been
terminated as provided in Chapter 29.
"Public utility corporation." Any domestic or foreign
corporation for profit that:
(1) is subject to regulation as a public utility by the
Pennsylvania Public Utility Commission or an officer or
agency of the United States; or
(2) was subject to such regulation on December 31, 1980,
or would have been so subject if it had been then existing.
"Qualified foreign business corporation." A foreign business
corporation that is:
(1) authorized under Chapter 41 (relating to foreign
business corporations) to do business in this Commonwealth;
or
(2) a foreign insurance corporation.
"Reclassification." A change in the number, voting rights,
designations, preferences, limitations, special rights or par
value of shares, or a conversion or exchange of one class or
series of shares into or for another class or series of shares,
other securities or obligations of the same corporation, or the
cancellation of shares. The term does not include a stock
dividend or split effected by distribution of its own previously
authorized shares pro rata to the holders of shares of the same
or any other class or series pursuant to action solely of the
board of directors.
"Registered corporation." A corporation defined in section
2502 (relating to registered corporation status).
"Registered office." That office maintained by a corporation
in this Commonwealth as required by section 1507 (relating to
registered office). See section 109 (relating to name of
commercial registered office provider in lieu of registered
address).
"Relax." When used with respect to a provision of the
articles or bylaws, means to provide lesser rights for an
affected representative or shareholder.
"Representative." When used with respect to an association,
joint venture, trust or other enterprise, means a person
occupying the position or discharging the functions of a
director, officer, employee or agent thereof, regardless of the
name or title by which the person may be designated. The term
does not imply that a director, as such, is an agent of a
corporation.
"Savings association" or "domestic savings association." A
domestic corporation for profit that is an association as
defined in the act of December 14, 1967 (P.L.746, No.345), known
as the Savings Association Code of 1967.
"Securities Act of 1933." The Securities Act of 1933 (48
Stat. 74, 15 U.S.C. § 77a et seq.).
"Share certificate." A written instrument signed on behalf
of the corporation evidencing the fact that the person therein
named is the record owner of the shares therein described.
"Shareholder." A record holder or record owner of shares of
a corporation, including a subscriber to shares. The term, when
used in relation to the taking of corporate action, includes the
proxy of a shareholder. If and to the extent the articles confer
rights of shareholders upon holders of obligations of the
corporation or governmental or other entities pursuant to any
provision of this subpart or other provision of law, the term
shall be construed to include those holders and governmental or
other entities.
"Shares." The units into which the rights of the
shareholders to participate in the control of a corporation, in
its profits or in the distribution of its assets are divided.
"Special treatment." A provision of an amendment or plan
permitted by section 1906 (relating to special treatment of
holders of shares of same class or series).
"Statutory close corporation." A business corporation that
has elected to become subject to Chapter 23 (relating to
statutory close corporations) and whose status as a statutory
close corporation has not been terminated as provided in Chapter
23.
"Subscriber." One who subscribes for or otherwise takes
shares by agreement from the issuing corporation, whether before
or after incorporation.
"Subscription." The promise to pay a consideration or the
agreement fixing the amount of the consideration paid or to be
paid for shares by a subscriber.
"Unless otherwise provided" or "except as otherwise
provided." When used to introduce or modify a rule, implies
that the alternative provisions contemplated may either relax or
restrict the stated rule.
"Unless otherwise restricted" or "except as otherwise
restricted." When used to introduce or modify a rule, implies
that the alternative provisions contemplated may further
restrict, but may not relax, the stated rule.
"Voting" or "casting a vote." Includes the giving of written
consent. The term does not include either recording the fact of
abstention or failing to vote for a candidate or for approval or
disapproval of a matter, whether or not the person entitled to
vote characterizes the conduct as voting or casting a vote.
(Apr. 27, 1990, P.L.129, No.36, eff. imd.; Dec. 19, 1990,
P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169,
eff. 60 days; Dec. 7, 1994, P.L.703, No.106, eff. 60 days)
1994 Amendment. Act 106 amended the def. of
"representative."
1992 Amendment. Act 169 amended the defs. of "distribution,"
retroactive to October 1, 1989, "professional corporation" and
"registered office" and added the def. of "dissolve" or
"dissolution."
1990 Amendments. Act 36 added the def. of "act" or "action"
and Act 198 amended the defs. of "credit union," "distribution,"
"entitled to vote," "foreign insurance corporation," "insurance
corporation" or "domestic insurance corporation," "qualified
foreign business corporation" and "reclassification" and added
the defs. of "Exchange Act," "Internal Revenue Code of 1986,"
"Investment Company Act of 1940," "mutual insurance company,"
"relax" and "Securities Act of 1933."
Cross References. Section 1103 is referred to in sections
102, 511, 1572, 1725, 1903, 2301 of this title; section 101 of
Title 54 (Names).
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Last modified: November 27, 2007 |
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