Uniform application of subpart - 15 Pa. Cons. Stat. § 1106

Legal Research Home > Pennsylvania Statutes

     § 1106.  Uniform application of subpart.
        (a)  General rule.--Except as provided in subsection (b),
     this subpart and its amendments are intended to provide uniform
     rules for the government and regulation of the affairs of
     business corporations and of their officers, directors and
     shareholders regardless of the date or manner of incorporation
     or qualification, or of the issuance of any shares thereof.
        (b)  Exceptions.--
            (1)  Unless expressly provided otherwise in any amendment
        to this subpart, the amendment shall take effect only
        prospectively.
            (2)  An existing corporation lawfully using a name or, as
        part of its name, a word that could not be used as or
        included in the name of a corporation subsequently
        incorporated or qualified under this subpart may continue to
        use the name or word as part of its name if the use or
        inclusion of the word or name was lawful when first adopted
        by the corporation in this Commonwealth.
            (3)  Subsection (a) shall not adversely affect the rights
        specifically provided for or saved in this subpart. See:
                The provisions of section 1524(e) (relating to
            transitional provision).
                The provisions of section 1554(c) (relating to
            transitional provision).
                The cumulative voting rights set forth in section
            1758(c)(2) (relating to cumulative voting).
                The special voting requirements specified in section
            1931(h) (relating to special requirements).
                The provisions of section 1952(g) and (h) (relating
            to proposal and adoption of plan of division).
                The provisions of section 2301(d) (relating to
            transitional provisions).
                The provisions of section 2541(a)(2) and (3) and (c)
            (relating to application and effect of subchapter).
                The provisions of section 2543(b)(1) and (2)
            (relating to exceptions generally).
                The provisions of section 2551(b)(3)(i), (5) and (6)
            (relating to exceptions).
                The provisions of section 2553(b)(2) (relating to
            exception).
            (4)  Except as otherwise expressly provided in the
        articles, a domestic corporation for profit that, on
        September 30, 1989, was not subject to the Business
        Corporation Law of 1933 and that thereafter becomes subject
        to this subpart by operation of law shall be deemed to have
        in effect articles that provide that the following provisions
        of this subpart shall not be applicable to the corporation:
                (i)  Section 1726(a)(1) (relating to removal by the
            shareholders) insofar as it provides a statutory right on
            the part of shareholders to remove directors from office
            without assigning any cause.
                (ii)  Section 1755(b)(2) (relating to special
            meetings).
                (iii)  Section 1912(a)(2) (relating to proposal of
            amendments).
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001,
     P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsec. (b)(3).
        1990 Amendment.  Act 198 amended subsec. (b).
        Cross References.  Section 1106 is referred to in sections
     1303, 1311, 1726, 1755, 1912 of this title.

Last modified: November 27, 2007