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Survival of remedies and rights after dissolution - 15 Pa. Cons. Stat. § 5979

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     § 5979.  Survival of remedies and rights after dissolution.
        (a)  General rule.--The dissolution of a nonprofit
     corporation, either under this subchapter or under Subchapter G
     (relating to involuntary liquidation and dissolution) or by
     expiration of its period of duration or otherwise, shall not
     eliminate nor impair any remedy available to or against the
     corporation or its directors, members of an other body, officers
     or members for any right or claim existing, or liability
     incurred, prior to the dissolution, if an action thereon is
     brought on behalf of:
            (1)  the corporation within the time otherwise limited by
        law; or
            (2)  any other person before or within two years after
        the date of the dissolution or within the time otherwise
        limited by this subpart or other provision of law, whichever
        is less. See sections 5987 (relating to proofs of claims),
        5993 (relating to acceptance or rejection of matured claims)
        and 5994 (relating to disposition of unmatured claims).
     The actions or proceedings may be prosecuted against and
     defended by the corporation in its corporate name.
        (b)  Rights and assets.--The dissolution of a nonprofit
     corporation shall not affect the limited liability of a member
     of the corporation theretofore existing with respect to
     transactions occurring or acts or omissions done or omitted in
     the name of or by the corporation except that, subject to
     subsection (d) and sections 5992(d) (relating to claims barred)
     and 5993(b) (relating to claims barred), if applicable, each
     member shall be liable for his pro rata portion of the unpaid
     liabilities of the corporation up to the amount of the net
     assets of the corporation distributed to the member in
     connection with the dissolution. Should any property right of a
     corporation be discovered after the dissolution of the
     corporation, the surviving member or members of the board of
     directors or other body that wound up the affairs of the
     corporation, or a receiver appointed by the court, shall have
     authority to enforce the property right and to collect and
     divide the assets so discovered among the persons entitled
     thereto and to prosecute actions or proceedings in the corporate
     name of the corporation. Any assets so collected shall be
     distributed and disposed of in accordance with the applicable
     order of court, if any, and otherwise in accordance with this
     subchapter.
        (c)  Liability of members.--A member of a dissolved nonprofit
     corporation, the assets of which were distributed under section
     5975(c) (relating to winding up and distribution) or 5997
     (relating to payments and distributions), shall not be liable
     for any claim against the corporation in an amount in excess of
     the member's pro rata share of the claim or the amount so
     distributed to the member, whichever is less. The aggregate
     liability of any member of a dissolved corporation for claims
     against the dissolved corporation shall not exceed the amount
     distributed to the member in dissolution.
        (d)  Limitation of actions.--A member of a dissolved
     corporation, the assets of which were distributed under section
     5975(c) or 5997(a) through (c), shall not be liable for any
     claim against the corporation on which an action is not
     commenced prior to the expiration of the period specified in
     subsection (a)(2).
     (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19,
     1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333,
     No.169, eff. 60 days)

        1992 Amendment.  Act 169 amended subsec. (b) and added
     subsecs. (c) and (d).
        1990 Amendment.  Act 198 reenacted and amended the entire
     section.
        Cross References.  Section 5979 is referred to in sections
     5993, 5994, 5995 of this title.

Last modified: November 27, 2007