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Corporations And Unincorporated Associations - 15 Pa. Cons. Stat.

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    PART I. PRELIMINARY PROVISIONS
    Chapter 1. General Provisions
    Subchapter A. Preliminary Provisions
  • § 101.  Short title and application of title.
    (a) Short title of title.--This title shall be known and may be cited as the Associations Code. (b) Application of title.--Except as otherwise provided in ...
  • § 102.  Definitions.
    Subject to additional or inconsistent definitions contained in subsequent provisions of this title that are applicable to specific provisions of this title, the following words ...
  • § 103.  Subordination of title to regulatory laws.
    (a) Regulatory laws unaffected.--This title is not intended to authorize any corporation or other association to do any act prohibited by any statute regulating the ...
  • § 104.  Equitable remedies.
    Except to the extent otherwise provided in this title in cases where a statutory remedy is provided by this title, the court shall have the ...
  • § 105.  Fees.
    (a) General rule.--The Department of State shall be entitled to receive for services performed, as required by this title and other applicable provisions of law, ...
  • § 106.  Effect of filing papers required to be filed.
    The filing of articles or of any other papers or documents pursuant to the provisions of this title is required for the purpose of affording ...
  • § 107.  Form of records.
    Any records maintained by a corporation or other association in the regular course of its business, including shareholder or membership records, books of account and ...
  • § 108.  Change in location or status of registered office provided by agent.
    § 108. Change in location or status of registered office provided by agent. (a) General rule.--Where the registered office of a corporation or other association ...
  • § 109.  Name of commercial registered office provider in lieu of registered address.
    § 109. Name of commercial registered office provider in lieu of registered address. (a) General rule.--Where any provision of this title authorizes or requires the ...
  • § 110.  Supplementary general principles of law applicable.
    Unless displaced by the particular provisions of this title, the principles of law and equity, including, but not limited to, the law relating to principal ...

  • Subchapter B. Functions and Powers of Department of State
  • § 131.  Application of subchapter.
    As used in this subchapter, the term "this title" includes Titles 17 (relating to credit unions) and 54 (relating to names) and any other provision ...
  • § 132.  Functions of Department of State.
    (a) General rule.--The function of the Department of State under this title is to act in a manner comparable to the offices of recorder of ...
  • § 133.  Powers of Department of State.
    (a) General rule.--The Department of State shall have the power and authority reasonably necessary to enable it to administer this subchapter efficiently and to perform ...
  • § 134.  Docketing statement.
    (a) General rule.--The Department of State may, but shall not be required to, prescribe by regulation one or more official docketing statement forms designed to ...
  • § 135.  Requirements to be met by filed documents.
    (a) General rule.--A document shall be accepted for filing by the Department of State if it satisfies the following requirements: (1) The document purports on ...
  • § 136.  Processing of documents by Department of State.
    (a) Filing of documents.--If a document conforms to section 135 (relating to requirements to be met by filed documents) the Department of State shall forthwith ...
  • § 137.  Court to pass upon rejection of documents by Department of State.
    § 137. Court to pass upon rejection of documents by Department of State. (a) General rule.--Whenever the Department of State rejects a document delivered for ...
  • § 138.  Statement of correction.
    (a) Filing of statement.--Whenever any document authorized or required to be filed in the Department of State by any provision of this title has been ...
  • § 139.  Tax clearance of certain fundamental transactions.
    (a) General rule.--Except as provided in subsection (c), a domestic association shall not file articles or a certificate of merger or consolidation effecting a merger ...
  • § 140.  Custody and management of orphan corporate and business records.
    § 140. Custody and management of orphan corporate and business records. (a) General rule.--Any orphan corporate and business record under the custody or control of ...

  • Subchapter C. Corporation Bureau and UCC Fees
  • § 151.  Short title and application of subchapter.
    (a) Short title.--This subchapter shall be known and may be cited as the Corporation Bureau and UCC Fee Law. (b) Application.--This subchapter contains an enumeration ...
  • § 152.  Definitions.
    The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 153.  Fee schedule.
    (a) General rule.--(Repealed). (b) Daily listings.--The bureau may provide listings or copies of microfilm, or both, of complete daily filings of any class of documents ...
  • § 154.  Enforcement and collection.
    (a) General rule.-- (1) The department shall not be required to receive or file any document or paper unless the same shall be accompanied by ...
  • § 155.  Disposition of funds.
    (a) Establishment of restricted account.--(Repealed). (b) Expenditures.--The Department of State shall submit a budget for the operation or modernization of the Corporation Bureau to the ...

  • Subchapter D. Definitive and Contingent Domestication of
    Alien Associations
  • § 161.  Domestication of certain alien associations.
    (a) General rule.--Except as restricted by subsection (e), any association as defined in subsection (f) may become a domestic association by filing in the Department ...
  • § 162.  Contingent domestication of certain alien associations.
    § 162. Contingent domestication of certain alien associations. (a) General rule.--Any association as defined in subsection (i) may become a contingent domestic association by filing ...

  • PART II. CORPORATIONS
    SUBPART A. CORPORATIONS GENERALLY

    Chapter 5. Corporations
    Subchapter A. In General
  • § 501.  Reserved power of General Assembly.
    (a) General rule.--All charters of private corporations and all present and future common or statutory law with respect to the formation or regulation of private ...
  • § 502.  Application of chapter.
    (a) General rule.--Except as otherwise provided in the scope provisions of subsequent provisions of this chapter, this chapter shall apply to and the word "corporation" ...
  • § 503.  Actions to revoke corporate franchises.
    (a) General rule.--The Attorney General may institute proceedings to revoke the articles and franchises of a corporation if it: (1) misused or failed to use ...
  • § 504.  Validation of certain defective corporations.
    Where heretofore or hereafter any act has been or may be done or any transfer or conveyance of any property has been or may be ...
  • § 505.  Validation of certain defective corporate acts.
    Where any corporation governed by this part or created or intended to be created or governed by any statute supplied or repealed by this part ...
  • § 506.  Scope and duration of certain franchises.
    (a) General rule.--Except as provided in subsection (b), whenever any corporation has sold, assigned, disposed of and conveyed all or any part of its franchises ...
  • § 507.  Validation of certain share authorizations.
    (a) General rule.--Where heretofore any domestic corporation for profit shall have redeemed and canceled any shares subject to redemption and cancellation, acquired its own shares ...

  • Subchapter B. Fiduciary Duty and Indemnification
  • § 511.  Application and effect of subchapter.
    (a) General rule.--This subchapter shall apply to and the terms "corporation" or "domestic corporation" in this subchapter shall mean a domestic corporation except: (1) A ...
  • § 512.  Standard of care and justifiable reliance.
    (a) Directors.--A director of a domestic corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including ...
  • § 513.  Personal liability of directors.
    (a) General rule.--If a bylaw adopted by the shareholders entitled to vote or members entitled to vote of a domestic corporation so provides, a director ...
  • § 514.  Notation of dissent.
    A director of a domestic corporation who is present at a meeting of its board of directors, or of a committee of the board, at ...
  • § 515.  Exercise of powers generally.
    (a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a domestic corporation ...
  • § 516.  Alternative standard.
    (a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a domestic corporation ...
  • § 517.  Limitation on standing.
    The duty of the board of directors, committees of the board and individual directors under section 512 (relating to standard of care and justifiable reliance) ...
  • § 518.  Nonexclusivity and supplementary coverage.
    (a) General rule.--The indemnification and advancement of expenses provided by or pursuant to section 522 (relating to indemnification of authorized representatives) or any other provisions ...

  • Subchapter C. Provisions Applicable to Particular Types
    of Corporations
  • § 521.  Pensions and allowances.
    A banking institution or a savings association may grant allowances or pensions to officers, directors and employees for faithful and long-continued services and, after the ...
  • § 522.  Indemnification of authorized representatives.
    A banking institution or a savings association shall be governed by the provisions of Subchapter D of Chapter 17 (relating to indemnification). (Dec. 19, 1990, ...
  • § 523.  Actions by shareholders or members to enforce a secondary right.
    § 523. Actions by shareholders or members to enforce a secondary right. (a) General rule.--In any action brought to enforce a secondary right on the ...
  • SUBPART B. BUSINESS CORPORATIONS

    ARTICLE A. PRELIMINARY PROVISIONS
    Chapter 11. General Provisions
  • § 1101.  Short titles.
    (a) Title of subpart.--This subpart shall be known and may be cited as the Business Corporation Law of 1988. (b) Prior law.--The act of May ...
  • § 1102.  Application of subpart.
    (a) General rule.--Except as otherwise provided in this section, in the scope provisions of subsequent provisions of this subpart or where the context clearly indicates ...
  • § 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 ...
  • § 1104.  Other general provisions.
    The following provisions of this title are applicable to corporations subject to this subpart: Section 101 (relating to short title and application of title). Section ...
  • § 1105.  Restriction on equitable relief.
    A shareholder of a business corporation shall not have any right to obtain, in the absence of fraud or fundamental unfairness, an injunction against any ...
  • § 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 ...
  • § 1107.  (Reserved).
    § 1107. (Reserved). (Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment. Act 198 renumbered section 1107 to section 1108 and added a new section ...
  • § 1108.  Limitation on incorporation.
    A corporation that can be incorporated under this subpart shall not be incorporated except under the provisions of this subpart. (Dec. 19, 1990, P.L.834, No.198, ...
  • § 1109.  Execution of documents.
    (a) General rule.--Any document filed in the Department of State under this title by a domestic or foreign business corporation subject to this subpart may ...
  • § 1110.  Annual report information.
    The Department of State shall make available as public information for inspection and copying the names of the president, vice-president, secretary and treasurer and the ...

  • ARTICLE B. DOMESTIC BUSINESS CORPORATIONS
    GENERALLY
    Chapter 13. Incorporation
    Subchapter A. Incorporation Generally
  • § 1301.  Purposes.
    Corporations may be incorporated under this subpart for any lawful purpose or purposes. Unless otherwise restricted in its articles, every business corporation has as its ...
  • § 1302.  Number and qualifications of incorporators.
    One or more corporations for profit or not-for-profit or natural persons of full age may incorporate a business corporation under the provisions of this subpart. ...
  • § 1303.  Corporate name.
    (a) General rule.--The corporate name may be in any language, but must be expressed in Roman letters or characters or Arabic or Roman numerals, and ...
  • § 1304.  Required name changes by senior corporations.
    (a) Adoption of new name upon reactivation.--Where a corporate name is made available on the basis that the corporation or other association that formerly registered ...
  • § 1305.  Reservation of corporate name.
    (a) General rule.--The exclusive right to the use of a corporate name may be reserved by any person. The reservation shall be made by delivering ...
  • § 1306.  Articles of incorporation.
    (a) General rule.--Articles of incorporation shall be signed by each of the incorporators and shall set forth in the English language: (1) The name of ...
  • § 1307.  Advertisement.
    The incorporators or the corporation shall officially publish a notice of intention to file or of the filing of articles of incorporation. The notice may ...
  • § 1308.  Filing of articles.
    (a) General rule.--The articles of incorporation shall be filed in the Department of State. (b) Cross reference.--See section 134 (relating to docketing statement). ...
  • § 1309.  Effect of filing of articles of incorporation.
    (a) Corporate existence.--Upon the filing of the articles of incorporation in the Department of State or upon the effective date specified in the articles of ...
  • § 1310.  Organization meeting.
    (a) General rule.--After the corporate existence begins, an organization meeting of the initial directors or, if directors are not named in the articles, of the ...
  • § 1311.  Filing of statement of summary of record by certain corporations.
    § 1311. Filing of statement of summary of record by certain corporations. (a) General rule.--Where any of the charter documents of a business corporation are ...

  • Subchapter B. Revival
  • § 1341.  Statement of revival.
    (a) General rule.--Any business corporation whose charter or articles have been forfeited by proclamation of the Governor pursuant to section 1704 of the act of ...

  • Chapter 15. Corporate Powers, Duties and Safeguards
    Subchapter A. General Provisions
  • § 1501.  Corporate capacity.
    Except as provided in section 103 (relating to subordination of title to regulatory laws), a business corporation shall have the legal capacity of natural persons ...
  • § 1502.  General powers.
    (a) General rule.--Subject to the limitations and restrictions imposed by statute or contained in its articles, every business corporation shall have power: (1) To have ...
  • § 1503.  Defense of ultra vires.
    (a) General rule.--A limitation upon the business, purposes or powers of a business corporation, expressed or implied in its articles or bylaws or implied by ...
  • § 1504.  Adoption, amendment and contents of bylaws.
    (a) General rule.--Except as otherwise provided in this subpart, the shareholders entitled to vote shall have the power to adopt, amend and repeal the bylaws ...
  • § 1505.  Persons bound by bylaws.
    Except as otherwise provided by section 1713 (relating to personal liability of directors) or any similar provision of law, the bylaws of a business corporation ...
  • § 1506.  Form of execution of instruments.
    (a) General rule.--Any form of execution provided in the articles or bylaws to the contrary notwithstanding, any note, mortgage, evidence of indebtedness, contract or other ...
  • § 1507.  Registered office.
    (a) General rule.--Every business corporation shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same as ...
  • § 1508.  Corporate records; inspection by shareholders.
    (a) Required records.--Every business corporation shall keep complete and accurate books and records of account, minutes of the proceedings of the incorporators, shareholders and directors ...
  • § 1509.  Bylaws and other powers in emergency.
    (a) General rule.--Except as otherwise restricted in the bylaws, the board of directors of any business corporation may adopt emergency bylaws, subject to repeal or ...
  • § 1510.  Certain specifically authorized debt terms.
    (a) Interest rates.--A business corporation shall not plead or set up usury, or the taking of more than the lawful rate of interest, or the ...
  • § 1511.  Additional powers of certain public utility corporations.
    § 1511. Additional powers of certain public utility corporations. (a) General rule.--A public utility corporation shall, in addition to any other power of eminent domain ...
  • § 1512.  Informational rights of a director.
    (a) General rule.--To the extent reasonably related to the performance of the duties of the director, including those arising from service as a member of ...

  • Subchapter B. Shares and Other Securities
  • § 1521.  Authorized shares.
    (a) General rule.--Every business corporation shall have power to create and issue the number of shares stated in its articles. The shares may consist of ...
  • § 1522.  Issuance of shares in classes or series; board action.
    (a) General rule.--The division of shares into classes and into series within any class, the determination of the designation and the number of shares of ...
  • § 1523.  Pricing and issuance of shares.
    Except as otherwise restricted in the bylaws, shares of a business corporation may be issued at a price determined by the board of directors, or ...
  • § 1524.  Payment for shares.
    (a) General rule.--Consideration for shares, unless otherwise restricted in the bylaws: (1) May consist of money, obligations (including an obligation of a shareholder), services performed ...
  • § 1525.  Stock rights and options.
    (a) General rule.--Except as otherwise provided in its articles prior to the creation and issuance thereof, a business corporation may create and issue (whether or ...
  • § 1526.  Liability of shareholders.
    (a) General rule.--A shareholder of a business corporation shall not be liable, solely by reason of being a shareholder, under an order of a court ...
  • § 1527.  Issuance of fractional shares or scrip.
    (a) General rule.--A business corporation may but shall not be required to create and issue fractions of a share, either represented by a certificate or ...
  • § 1528.  Shares represented by certificates and uncertificated shares.
    § 1528. Shares represented by certificates and uncertificated shares. (a) General rule.--The shares of a business corporation shall be represented by certificates or shall be ...
  • § 1529.  Transfer of securities; restrictions.
    (a) General rule.--The transfer of securities of a business corporation may be regulated by any provisions of the bylaws that are not inconsistent with 13 ...
  • § 1530.  Preemptive rights of shareholders.
    (a) General rule.--Except as otherwise provided in the articles, a business corporation may issue shares, option rights or securities having conversion or option rights, or ...
  • § 1531.  Voting powers and other rights of certain securityholders and other entities.
    § 1531. Voting powers and other rights of certain securityholders and other entities. The power to vote in respect to the corporate affairs and management ...
  • § 1532.  Effect of failure to surrender securities converted by reorganization.
    § 1532. Effect of failure to surrender securities converted by reorganization. Whenever any outstanding securities of a business corporation are converted into new shares or ...

  • Subchapter C. Corporate Finance
  • § 1551.  Distributions to shareholders.
    (a) General rule.--Unless otherwise restricted in the bylaws, the board of directors may authorize and a business corporation may make distributions. A provision in the ...
  • § 1552.  Power of corporation to acquire its own shares.
    (a) General rule.--A business corporation shall have the power to acquire its own shares. If the articles provide that shares acquired by the corporation shall ...
  • § 1553.  Liability for unlawful dividends and other distributions.
    § 1553. Liability for unlawful dividends and other distributions. (a) Directors.--Except as otherwise provided pursuant to section 1713 (relating to personal liability of directors), a ...
  • § 1554.  Financial reports to shareholders.
    (a) General rule.--Except as otherwise provided in subsection (d) or unless otherwise agreed between a business corporation and a shareholder, every corporation shall furnish to ...

  • Subchapter D. Dissenters Rights
  • § 1571.  Application and effect of subchapter.
    (a) General rule.--Except as otherwise provided in subsection (b), any shareholder (as defined in section 1572 (relating to definitions)) of a business corporation shall have ...
  • § 1572.  Definitions.
    The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 1573.  Record and beneficial holders and owners.
    (a) Record holders of shares.--A record holder of shares of a business corporation may assert dissenters rights as to fewer than all of the shares ...
  • § 1574.  Notice of intention to dissent.
    If the proposed corporate action is submitted to a vote at a meeting of shareholders of a business corporation, any person who wishes to dissent ...
  • § 1575.  Notice to demand payment.
    (a) General rule.--If the proposed corporate action is approved by the required vote at a meeting of shareholders of a business corporation, the corporation shall ...
  • § 1576.  Failure to comply with notice to demand payment, etc.
    (a) Effect of failure of shareholder to act.--A shareholder who fails to timely demand payment, or fails (in the case of certificated shares) to timely ...
  • § 1577.  Release of restrictions or payment for shares.
    (a) Failure to effectuate corporate action.--Within 60 days after the date set for demanding payment and depositing certificates, if the business corporation has not effectuated ...
  • § 1578.  Estimate by dissenter of fair value of shares.
    (a) General rule.--If the business corporation gives notice of its estimate of the fair value of the shares, without remitting such amount, or remits payment ...
  • § 1579.  Valuation proceedings generally.
    (a) General rule.--Within 60 days after the latest of: (1) effectuation of the proposed corporate action; (2) timely receipt of any demands for payment under ...
  • § 1580.  Costs and expenses of valuation proceedings.
    (a) General rule.--The costs and expenses of any proceeding under section 1579 (relating to valuation proceedings generally), including the reasonable compensation and expenses of the ...

  • Chapter 17. Officers, Directors and Shareholders
    Subchapter A. Notice and Meetings Generally
  • § 1701.  Applicability of subchapter.
    (a) General rule.--The provisions of this subchapter shall apply to every business corporation unless otherwise restricted: (1) by any other provision of this subpart; or ...
  • § 1702.  Manner of giving notice.
    (a) General rule.-- (1) Any notice required to be given to any person under the provisions of this subpart or by the articles or bylaws ...
  • § 1703.  Place and notice of meetings of board of directors.
    (a) Place.--Meetings of the board of directors may be held at such place within or without this Commonwealth as the board of directors may from ...
  • § 1704.  Place and notice of meetings of shareholders.
    (a) Place.--Meetings of shareholders may be held at such geographic location within or without this Commonwealth as may be provided in or fixed pursuant to ...
  • § 1705.  Waiver of notice.
    (a) Written waiver.--Whenever any written notice is required to be given under the provisions of this subpart or the articles or bylaws of any business ...
  • § 1706.  Modification of proposal contained in notice.
    Whenever the language of a proposed resolution is included in a written notice of a meeting required to be given under the provisions of this ...
  • § 1707.  Exception to requirement of notice.
    (a) General rule.--Whenever any notice or communication is required to be given to any person under the provisions of this subpart or by the articles ...
  • § 1708.  Use of conference telephone or other electronic technology.
    § 1708. Use of conference telephone or other electronic technology. (a) Incorporators and directors.--Except as otherwise provided in the bylaws, one or more persons may ...
  • § 1709.  Conduct of shareholders meeting.
    (a) Presiding officer.--There shall be a presiding officer at every meeting of the shareholders. The presiding officer shall be appointed in the manner provided in ...

  • Subchapter B. Fiduciary Duty
  • § 1711.  Alternative provisions.
    (a) General rule.--Section 1716 (relating to alternative standard) shall not be applicable to any business corporation to which section 1715 (relating to exercise of powers ...
  • § 1712.  Standard of care and justifiable reliance.
    (a) Directors.--A director of a business corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including ...
  • § 1713.  Personal liability of directors.
    (a) General rule.--If a bylaw adopted by the shareholders of a business corporation so provides, a director shall not be personally liable, as such, for ...
  • § 1714.  Notation of dissent.
    A director of a business corporation who is present at a meeting of its board of directors, or of a committee of the board, at ...
  • § 1715.  Exercise of powers generally.
    (a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a business corporation ...
  • § 1716.  Alternative standard.
    (a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a business corporation ...
  • § 1717.  Limitation on standing.
    The duty of the board of directors, committees of the board and individual directors under section 1712 (relating to standard of care and justifiable reliance) ...
  • § 1718.  Inconsistent articles ineffective.
    Except as otherwise expressly provided in this subchapter, the articles may not contain any provision that relaxes, restricts, is inconsistent with or supersedes any provision ...

  • Subchapter C. Directors and Officers
  • § 1721.  Board of directors.
    § 1722. Qualifications of directors. § 1723. Number of directors. § 1724. Term of office of directors. § 1725. Selection of directors. § 1726. Removal ...
  • § 1722.  Qualifications of directors.
    (a) General rule.--Each director of a business corporation shall be a natural person of full age who, unless otherwise restricted in the bylaws, need not ...
  • § 1723.  Number of directors.
    (a) General rule.--The board of directors of a business corporation shall consist of one or more members. The number of directors shall be fixed by, ...
  • § 1724.  Term of office of directors.
    (a) General rule.--Each director of a business corporation shall hold office until the expiration of the term for which he was selected and until his ...
  • § 1725.  Selection of directors.
    (a) General rule.--Except as otherwise provided in this section, directors of a business corporation, other than those constituting the first board of directors, shall be ...
  • § 1726.  Removal of directors.
    (a) Removal by the shareholders.-- (1) Unless otherwise provided in a bylaw adopted by the shareholders, the entire board of directors, or a class of ...
  • § 1727.  Quorum of and action by directors.
    (a) General rule.--Unless otherwise provided in the bylaws, a majority of the directors in office of a business corporation shall be necessary to constitute a ...
  • § 1728.  Interested directors or officers; quorum.
    (a) General rule.--A contract or transaction between a business corporation and one or more of its directors or officers or between a business corporation and ...
  • § 1729.  Voting rights of directors.
    (a) General rule.--Unless otherwise provided in a bylaw adopted by the shareholders, every director of a business corporation shall be entitled to one vote. (b) ...
  • § 1730.  Compensation of directors.
    Except as otherwise restricted in the bylaws, the board of directors of a business corporation shall have the authority to fix the compensation of directors ...
  • § 1731.  Executive and other committees of the board.
    (a) Establishment and powers.--Unless otherwise restricted in the bylaws: (1) The bylaws or the board of directors of a business corporation may establish one or ...
  • § 1732.  Officers.
    (a) General rule.--Every business corporation shall have a president, a secretary and a treasurer, or persons who shall act as such, regardless of the name ...
  • § 1733.  Removal of officers and agents.
    Any officer or agent of a business corporation may be removed by the board of directors with or without cause. The removal shall be without ...

  • Subchapter D. Indemnification
  • § 1741.  Third-party actions.
    Unless otherwise restricted in its bylaws, a business corporation shall have power to indemnify any person who was or is a party or is threatened ...
  • § 1742.  Derivative and corporate actions.
    Unless otherwise restricted in its bylaws, a business corporation shall have power to indemnify any person who was or is a party, or is threatened ...
  • § 1743.  Mandatory indemnification.
    To the extent that a representative of a business corporation has been successful on the merits or otherwise in defense of any action or proceeding ...
  • § 1744.  Procedure for effecting indemnification.
    Unless ordered by a court, any indemnification under section 1741 (relating to third-party actions) or 1742 (relating to derivative and corporate actions) shall be made ...
  • § 1745.  Advancing expenses.
    Expenses (including attorneys' fees) incurred in defending any action or proceeding referred to in this subchapter may be paid by a business corporation in advance ...
  • § 1746.  Supplementary coverage.
    (a) General rule.--The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this subchapter shall not be deemed exclusive ...
  • § 1747.  Power to purchase insurance.
    Unless otherwise restricted in its bylaws, a business corporation shall have power to purchase and maintain insurance on behalf of any person who is or ...
  • § 1748.  Application to surviving or new corporations.
    (a) General rule.--Except as provided in subsection (b), for the purposes of this subchapter, references to "the corporation" include all constituent corporations absorbed in a ...
  • § 1749.  Application to employee benefit plans.
    For purposes of this subchapter: (1) References to "other enterprises" shall include employee benefit plans and references to "serving at the request of the corporation" ...
  • § 1750.  Duration and extent of coverage.
    The indemnification and advancement of expenses provided by, or granted pursuant to, this subchapter shall, unless otherwise provided when authorized or ratified, continue as to ...

  • Subchapter E. Shareholders
  • § 1755.  Time of holding meetings of shareholders.
    (a) Regular meetings.--The bylaws of a business corporation may provide for the number and the time of meetings of shareholders. Except as otherwise provided in ...
  • § 1756.  Quorum.
    (a) General rule.--A meeting of shareholders of a business corporation duly called shall not be organized for the transaction of business unless a quorum is ...
  • § 1757.  Action by shareholders.
    (a) General rule.--Except as otherwise provided in this subpart or in a bylaw adopted by the shareholders, whenever any corporate action is to be taken ...
  • § 1758.  Voting rights of shareholders.
    (a) General rule.--Unless otherwise provided in the articles, every shareholder of a business corporation shall be entitled to one vote for every share standing in ...
  • § 1759.  Voting and other action by proxy.
    (a) General rule.-- (1) Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing ...
  • § 1760.  Voting by fiduciaries and pledgees.
    Shares of a business corporation standing in the name of a trustee or other fiduciary and shares held by an assignee for the benefit of ...
  • § 1761.  Voting by joint holders of shares.
    (a) General rule.--Where shares of a business corporation are held jointly or as tenants in common by two or more persons, as fiduciaries or otherwise: ...
  • § 1762.  Voting by corporations.
    (a) Voting in business corporation matters.--Any other domestic or foreign corporation for profit or not-for-profit that is a shareholder of a business corporation may vote ...
  • § 1763.  Determination of shareholders of record.
    (a) Fixing record date.--Unless otherwise restricted in the bylaws, the board of directors of a business corporation may fix a time prior to the date ...
  • § 1764.  Voting lists.
    (a) General rule.--The officer or agent having charge of the transfer books for shares of a business corporation shall make a complete list of the ...
  • § 1765.  Judges of election.
    (a) General rule.--Unless otherwise provided in a bylaw adopted by the shareholders: (1) Appointment.--In advance of any meeting of shareholders of a business corporation, the ...
  • § 1766.  Consent of shareholders in lieu of meeting.
    (a) Unanimous consent.--Unless otherwise restricted in the bylaws, any action required or permitted to be taken at a meeting of the shareholders or of a ...
  • § 1767.  Appointment of custodian of corporation on deadlock or other cause.
    § 1767. Appointment of custodian of corporation on deadlock or other cause. (a) General rule.--Except as provided in subsection (b), upon application of any shareholder, ...
  • § 1768.  Voting trusts and other agreements among shareholders.
    (a) Voting trusts.--One or more shareholders of any business corporation may, by agreement in writing, transfer all or part of their shares to any person ...
  • § 1769.  Minors as securityholders.
    (a) General rule.--A business corporation may treat a minor who holds shares or obligations of the corporation as having capacity to receive and to empower ...
  • § 1770.  Interested shareholders (Repealed).
    § 1770. Interested shareholders (Repealed). 1990 Repeal Note. Section 1770 was repealed December 19, 1990, P.L.834, No.198, effective immediately. ...

  • Subchapter F. Derivative Actions
  • § 1781.  (Reserved).
    SUBCHAPTER F DERIVATIVE ACTIONS Sec. 1781. (Reserved). 1782. Actions against directors and officers. Enactment. Subchapter F was added as Subchapter E December 21, 1988, P.L.1444, ...
  • § 1782.  Actions against directors and officers.
    (a) General rule.--Except as provided in subsection (b), in any action or proceeding brought to enforce a secondary right on the part of one or ...

  • Subchapter G. Judicial Supervision of Corporate Action
  • § 1791.  Corporate action subject to subchapter.
    (a) General rule.--This subchapter shall apply to and the term "corporate action" in this subchapter shall mean any of the following actions: (1) The election, ...
  • § 1792.  Proceedings prior to corporate action.
    (a) General rule.--Where under applicable law or the bylaws of a business corporation there has been a failure to hold a meeting to take corporate ...
  • § 1793.  Review of contested corporate action.
    (a) General rule.--Upon application of any person aggrieved by any corporate action, the court may hear and determine the validity of the corporate action. (b) ...

  • Chapter 19. Fundamental Changes
    Subchapter A. Preliminary Provisions
  • § 1901.  Omission of certain provisions from filed plans.
    (a) General rule.--A plan as filed in the Department of State under any provision of this chapter may omit all provisions of the plan except ...
  • § 1902.  Statement of termination.
    (a) General rule.--If a statement with respect to shares, articles of amendment or articles of merger, consolidation, exchange, division or conversion of a business corporation ...
  • § 1903.  Bankruptcy or insolvency proceedings.
    (a) General rule.--Whenever a business corporation is insolvent or in financial difficulty, the board of directors may, by resolution and without the consent of the ...
  • § 1904.  De facto transaction doctrine abolished.
    The doctrine of de facto mergers, consolidations and other fundamental transactions is abolished and the rules laid down by Bloch v. Baldwin Locomotive Works, 75 ...
  • § 1905.  Proposal of fundamental transactions.
    Where any provision of this chapter requires that an amendment of the articles, a plan or the dissolution of a business corporation be proposed or ...
  • § 1906.  Special treatment of holders of shares of same class or series.
    § 1906. Special treatment of holders of shares of same class or series. (a) General rule.--Except as otherwise restricted in the articles, a plan may ...

  • Subchapter B. Amendment of Articles
  • § 1911.  Amendment of articles authorized.
    (a) General rule.--A business corporation, in the manner provided in this subchapter, may from time to time amend its articles for one or more of ...
  • § 1912.  Proposal of amendments.
    (a) General rule.--Every amendment of the articles of a business corporation shall be proposed: (1) by the adoption by the board of directors of a ...
  • § 1913.  Notice of meeting of shareholders.
    (a) General rule.--Written notice of the meeting of shareholders of a business corporation that will act on the proposed amendment shall be given to each ...
  • § 1914.  Adoption of amendments.
    (a) General rule.--A vote of the shareholders entitled to vote on a proposed amendment shall be taken at the next annual or special meeting of ...
  • § 1915.  Articles of amendment.
    Upon the adoption of an amendment by a business corporation, as provided in this subchapter, articles of amendment shall be executed by the corporation and ...
  • § 1916.  Filing and effectiveness of articles of amendment.
    (a) Filing.--The articles of amendment of a business corporation shall be filed in the Department of State. See section 134 (relating to docketing statement). (b) ...

  • Subchapter C. Merger, Consolidation, Share Exchanges and
    Sale of Assets
  • § 1921.  Merger and consolidation authorized.
    (a) Domestic surviving or new corporation.--Any two or more domestic business corporations, or any two or more foreign business corporations, or any one or more ...
  • § 1922.  Plan of merger or consolidation.
    (a) Preparation of plan.--A plan of merger or consolidation, as the case may be, shall be prepared, setting forth: (1) The terms and conditions of ...
  • § 1923.  Notice of meeting of shareholders.
    (a) General rule.--Written notice of the meeting of shareholders that will act on the proposed plan shall be given to each shareholder of record, whether ...
  • § 1924.  Adoption of plan.
    (a) General rule.--The plan of merger or consolidation shall be adopted upon receiving the affirmative vote of a majority of the votes cast by all ...
  • § 1925.  Authorization by foreign corporations.
    The plan of merger or consolidation shall be authorized, adopted or approved by each foreign business corporation that desires to merge or consolidate in accordance ...
  • § 1926.  Articles of merger or consolidation.
    Upon the adoption of the plan of merger or consolidation by the corporations desiring to merge or consolidate, as provided in this subchapter, articles of ...
  • § 1927.  Filing of articles of merger or consolidation.
    (a) General rule.--The articles of merger or articles of consolidation, as the case may be, and the certificates or statement, if any, required by section ...
  • § 1928.  Effective date of merger or consolidation.
    Upon the filing of the articles of merger or the articles of consolidation in the Department of State or upon the effective date specified in ...
  • § 1929.  Effect of merger or consolidation.
    (a) Single surviving or new corporation.--Upon the merger or consolidation becoming effective, the several corporations parties to the merger or consolidation shall be a single ...
  • § 1929.1. Limitations on asbestos-related liabilities relating
    to certain mergers or consolidations.

  • § 1930.  Dissenters rights.
    (a) General rule.--If any shareholder of a domestic business corporation that is to be a party to a merger or consolidation pursuant to a plan ...
  • § 1931.  Share exchanges.
    (a) General rule.--All the outstanding shares of one or more classes or series of a domestic business corporation, designated in this section as the exchanging ...
  • § 1932.  Voluntary transfer of corporate assets.
    (a) Shareholder approval not required.--The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a business corporation, when ...

  • Subchapter D. Division
  • § 1951.  Division authorized.
    (a) Division of domestic corporation.--Any domestic business corporation may, in the manner provided in this subchapter, be divided into two or more domestic business corporations ...
  • § 1952.  Proposal and adoption of plan of division.
    (a) Preparation of plan.--A plan of division shall be prepared, setting forth: (1) The terms and conditions of the division, including the manner and basis ...
  • § 1953.  Division without shareholder approval.
    (a) General rule.--Unless otherwise restricted by its bylaws or required by section 1952(f) (relating to action by holders of preferred or special shares), a plan ...
  • § 1954.  Articles of division.
    Upon the adoption of a plan of division by the corporation desiring to divide, as provided in this subchapter, articles of division shall be executed ...
  • § 1955.  Filing of articles of division.
    (a) General rule.--The articles of division, and the certificates or statement, if any, required by section 139 (relating to tax clearance of certain fundamental transactions) ...
  • § 1956.  Effective date of division.
    Upon the filing of articles of division in the Department of State or upon the effective date specified in the plan of division, whichever is ...
  • § 1957.  Effect of division.
    (a) Multiple resulting corporations.--Upon the division becoming effective, the dividing corporation shall be subdivided into the distinct and independent resulting corporations named in the plan ...

  • Subchapter E. Conversion
  • § 1961.  Conversion authorized.
    (a) General rule.--Any business corporation may, in the manner provided in this subchapter, be converted into a nonprofit corporation, designated in this subchapter as the ...
  • § 1962.  Proposal and adoption of plan of conversion.
    (a) Preparation of plan.--A plan of conversion shall be prepared, setting forth: (1) The terms and conditions of the conversion. (2) A restatement of the ...
  • § 1963.  Articles of conversion.
    Upon the adoption of a plan of conversion by the business corporation desiring to convert, as provided in this subchapter, articles of conversion shall be ...
  • § 1964.  Filing of articles of conversion.
    (a) General rule.--The articles of conversion shall be filed in the Department of State. (b) Cross reference.--See section 134 (relating to docketing statement). ...
  • § 1965.  Effective date of conversion.
    Upon the filing of articles of conversion in the Department of State or upon the effective date specified in the plan of conversion, whichever is ...
  • § 1966.  Effect of conversion.
    Upon the conversion becoming effective, the converting business corporation shall be deemed to be a nonprofit corporation subject to the provisions of this part relating ...

  • Subchapter F. Voluntary Dissolution and Winding Up
  • § 1971.  Voluntary dissolution by shareholders or incorporators.
    (a) General rule.--The shareholders or incorporators of a business corporation that has not commenced business may effect the dissolution of the corporation by filing articles ...
  • § 1972.  Proposal of voluntary dissolution.
    (a) General rule.--Any business corporation that has commenced business may dissolve voluntarily in the manner provided in this subchapter and wind up its affairs in ...
  • § 1973.  Notice of meeting of shareholders.
    (a) General rule.--Written notice of the meeting of shareholders that will consider the resolution recommending dissolution of the business corporation shall be given to each ...
  • § 1974.  Adoption of proposal.
    (a) General rule.--The resolution shall be adopted upon receiving the affirmative vote of a majority of the votes cast by all shareholders of the business ...
  • § 1975.  Predissolution provision for liabilities.
    (a) Powers of board.--The board of directors of a business corporation that has elected to proceed under this section shall have full power to wind ...
  • § 1976.  Judicial supervision of proceedings.
    A business corporation that has elected to proceed under section 1975 (relating to predissolution provision for liabilities), at any time during the winding up proceedings, ...
  • § 1977.  Articles of dissolution.
    (a) General rule.--Articles of dissolution and the certificates or statement required by section 139 (relating to tax clearance of certain fundamental transactions) shall be filed ...
  • § 1978.  Winding up of corporation after dissolution.
    (a) Winding up and distribution.--Every business corporation that is dissolved by expiration of its period of duration or otherwise shall, nevertheless, continue to exist for ...
  • § 1979.  Survival of remedies and rights after dissolution.
    (a) General rule.--The dissolution of a business corporation, either under this subchapter or under Subchapter G (relating to involuntary liquidation and dissolution) or by expiration ...
  • § 1980.  Dissolution by domestication.
    Whenever a domestic business corporation has domesticated itself under the laws of another jurisdiction by action similar to that provided by section 4161 (relating to ...

  • Subchapter G. Involuntary Liquidation and Dissolution
  • § 1981.  Proceedings upon application of shareholder or director.
    SUBCHAPTER G INVOLUNTARY LIQUIDATION AND DISSOLUTION Sec. 1981. Proceedings upon application of shareholder or director. 1982. Proceedings upon application of creditor. 1983. (Reserved). 1984. Appointment ...
  • § 1982.  Proceedings upon application of creditor.
    Upon application filed by a creditor of a business corporation whose claim has either been reduced to judgment and an execution thereon returned unsatisfied or ...
  • § 1983.  (Reserved).
    § 1983. (Reserved). ...
  • § 1984.  Appointment of receiver pendente lite and other interim powers.
    § 1984. Appointment of receiver pendente lite and other interim powers. Upon the filing of an application under this subchapter, the court may issue injunctions, ...
  • § 1985.  Liquidating receiver.
    Upon a hearing, after such notice as the court may direct to be given to all parties to the proceeding and to any other parties ...
  • § 1986.  Qualifications of receivers.
    A receiver shall in all cases be a natural person of full age or a corporation authorized to act as receiver, which corporation, if so ...
  • § 1987.  Proof of claims.
    (a) General rule.--In a proceeding under this subchapter, the court may require all creditors of the business corporation to file with the office of the ...
  • § 1988.  Discontinuance of proceedings; reorganization.
    The proceedings under this subchapter may be discontinued at any time when it is established that cause for liquidation no longer exists. In that event, ...
  • § 1989.  Articles of involuntary dissolution.
    (a) General rule.--In a proceeding under this subchapter, the court shall enter an order dissolving the business corporation when the costs and expenses of the ...

  • Subchapter H. Postdissolution Provision for Liabilities
  • § 1991.  Definitions.
    The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 1991.1. Authority of board of directors.
  • § 1992.  Notice to claimants.
    (a) General rule.--After a business corporation that has elected to proceed under this subchapter has been dissolved in accordance with section 1977 (relating to articles ...
  • § 1993.  Acceptance or rejection of matured claims.
    (a) Notice.--A dissolved business corporation or successor entity may reject, in whole or in part, any matured claim made by a claimant pursuant to section ...
  • § 1994.  Disposition of unmatured claims.
    (a) Contractual claims.--The dissolved business corporation or successor entity shall offer any claimant whose contractual claim made pursuant to section 1992 (relating to notice to ...
  • § 1995.  Court proceedings.
    (a) General rule.--A dissolved business corporation or successor entity that has given notice in accordance with section 1992 (relating to notice to claimants) shall file ...
  • § 1996.  No revival or waiver.
    The giving of any notice or making of any offer under this subchapter shall not revive any claim then barred or constitute acknowledgment by the ...
  • § 1997.  Payments and distributions.
    (a) General rule.--A dissolved business corporation or successor entity that has elected to proceed under this subchapter shall: (1) Pay the claims made and not ...
  • § 1998.  Liability of shareholders (Repealed).
    § 1998. Liability of shareholders (Repealed). 1992 Repeal Note. Section 1998 was repealed December 18, 1992, P.L.1333, No.169, effective in 60 days. ...

  • ARTICLE C. DOMESTIC BUSINESS CORPORATION
    ANCILLARIES
    Chapter 21. Nonstock Corporations
    Subchapter A. Preliminary Provisions
  • § 2101.  Application and effect of chapter.
    (a) General rule.--This chapter shall be applicable to: (1) A business corporation that elects to become a nonstock corporation in the manner provided by this ...
  • § 2102.  Formation of nonstock corporations.
    (a) General rule.--A nonstock corporation shall be formed in accordance with Article B (relating to domestic business corporations generally) except that its articles shall contain: ...
  • § 2103.  Contents of articles and other documents of nonstock corporations.
    § 2103. Contents of articles and other documents of nonstock corporations. In lieu of required statements relating to shares or share structure, a nonstock corporation ...
  • § 2104.  Election of an existing business corporation to become a nonstock corporation.
    § 2104. Election of an existing business corporation to become a nonstock corporation. (a) General rule.--Any business corporation may become a nonstock corporation under this ...
  • § 2105.  Termination of nonstock corporation status.
    (a) General rule.--A nonstock corporation may terminate its status as such and cease to be subject to this chapter by: (1) Adopting a plan of ...

  • Subchapter B. Powers, Duties and Safeguards
  • § 2121.  Corporate name of nonstock corporations.
    (a) General rule.--The corporate name of a nonstock corporation may contain the word "mutual." (b) Insurance names.--See section 1303(c)(1)(iii) (relating to corporate name). (Dec. 19, ...
  • § 2122.  Classes of membership.
    The bylaws of a nonstock corporation adopted by the members may vest in the board of directors the power to establish classes of membership and ...
  • § 2123.  Evidence of membership; liability of members.
    (a) General rule.--Every member of record of a nonstock corporation shall be entitled to a written document evidencing his membership in the corporation. The document ...
  • § 2124.  Voting rights of members.
    Except as otherwise provided in a bylaw adopted by the members or in a written document evidencing membership, every member of record of a nonstock ...
  • § 2125.  Inapplicability of certain provisions to nonstock corporations.
    § 2125. Inapplicability of certain provisions to nonstock corporations. (a) Share structure.--The provisions of Subchapter B of Chapter 15 (relating to shares and other securities) ...
  • § 2126.  Dissolution of nonstock corporations.
    If at the time of dissolution of a nonstock corporation the articles, bylaws and documents evidencing membership fail to define the respective rights and preferences ...

  • Chapter 23. Statutory Close Corporations
    Subchapter A. Preliminary Provisions
  • § 2301.  Application and effect of chapter.
    (a) General rule.--This chapter shall be applicable to a business corporation, other than a management corporation, that: (1) had elected to become a close corporation ...
  • § 2302.  Definition of minimum vote.
    (a) General rule.--As used in this chapter, the term "minimum vote" as applied to corporate action means that: (1) The holders of shares of every ...
  • § 2303.  Formation of statutory close corporations.
    A statutory close corporation shall be formed in accordance with Article B (relating to domestic business corporations generally) except that its articles shall contain: (1) ...
  • § 2304.  Additional contents of articles of statutory close corporations.
    § 2304. Additional contents of articles of statutory close corporations. (a) General rule.--In addition to the provisions otherwise required by this subpart, the articles of ...
  • § 2305.  Election of an existing business corporation to become a statutory close corporation.
    § 2305. Election of an existing business corporation to become a statutory close corporation. (a) General rule.--A business corporation may become a statutory close corporation ...
  • § 2306.  Limitations on continuation of statutory close corporation status.
    § 2306. Limitations on continuation of statutory close corporation status. A statutory close corporation continues to be such and to be subject to this chapter ...
  • § 2307.  Voluntary termination of statutory close corporation status by amendment of articles.
    § 2307. Voluntary termination of statutory close corporation status by amendment of articles. (a) General rule.--A statutory close corporation may voluntarily terminate its status as ...
  • § 2308.  Issuance or transfer of shares of a statutory close corporation in breach of qualifying conditions.
    § 2308. Issuance or transfer of shares of a statutory close corporation in breach of qualifying conditions. (a) Notice of qualifications.--If shares of a statutory ...
  • § 2309.  Involuntary termination of statutory close corporation status; proceeding to prevent loss of status.
    § 2309. Involuntary termination of statutory close corporation status; proceeding to prevent loss of status. (a) General rule.--If any event occurs as a result of ...

  • Subchapter B. Shares
  • § 2321.  Shares.
    (a) Uncertificated shares prohibited.--A statutory close corporation shall not issue uncertificated shares. (b) Preemptive rights.-- (1) Unless otherwise provided in a bylaw adopted by the ...
  • § 2322.  Share transfer restrictions.
    (a) General rule.--Unless otherwise provided in a bylaw adopted by the shareholders, no interest in shares of a statutory close corporation may be transferred, by ...
  • § 2323.  Transfer of shares in breach of transfer restrictions.
    Any attempted transfer of shares of a statutory close corporation in violation of any transfer restriction binding on the transferee shall be ineffective. Any attempted ...
  • § 2324.  Corporation option where a restriction on transfer of a security is held invalid.
    § 2324. Corporation option where a restriction on transfer of a security is held invalid. If the bylaws contain provisions pursuant to section 2322(a) (relating ...
  • § 2325.  Sale option of estate of shareholder.
    (a) General rule.--Unless otherwise provided in a bylaw adopted by the shareholders, the personal representative of any deceased holder or owner of shares shall have ...

  • Subchapter C. Powers, Duties and Safeguards
  • § 2331.  Directors.
    (a) Agreements restricting discretion of directors.--A written agreement among the shareholders of a statutory close corporation entitled to cast at least a majority of the ...
  • § 2332.  Management by shareholders.
    (a) General rule.--A bylaw of a statutory close corporation adopted by the shareholders may provide that the business and affairs of the corporation shall be ...
  • § 2333.  Appointment of custodian for statutory close corporation.
    § 2333. Appointment of custodian for statutory close corporation. (a) General rule.--In addition to the provisions of section 1767 (relating to appointment of custodian of ...
  • § 2334.  Appointment of provisional director in certain cases.
    (a) General rule.--Notwithstanding any contrary provision of the articles or the bylaws or agreement of the shareholders, the court may appoint a provisional director for ...
  • § 2335.  Operating corporation as partnership.
    A written agreement among shareholders of a statutory close corporation, or any provision of the articles or bylaws of the corporation, which agreement or provision ...
  • § 2336.  Fundamental changes.
    Except as permitted or required by this chapter, a statutory close corporation shall not effect any corporate action that under Chapter 19 (relating to fundamental ...
  • § 2337.  Option of shareholder to dissolve corporation.
    (a) General rule.--A bylaw of a statutory close corporation adopted by the shareholders may include a provision granting to any shareholder, or to the holders ...

  • Chapter 25. Registered Corporations
    Subchapter A. Preliminary Provisions
  • § 2501.  Application and effect of chapter.
    (a) General rule.--Except as otherwise provided in the scope provisions of subsequent subchapters of this chapter, this chapter shall be applicable to any business corporation ...
  • § 2502.  Registered corporation status.
    Subject to additional definitions contained in subsequent provisions of this chapter which are applicable to specific subchapters of this chapter, as used in this chapter, ...
  • § 2503.  Acquisition of registered corporation status.
    (a) Registered corporations.--This chapter shall apply to a registered corporation described in section 2502(1) (relating to registered corporation status) on the day following the day ...
  • § 2504.  Termination of registered corporation status.
    (a) Registered corporations.--The applicability of this chapter to a registered corporation described in section 2502(1) (relating to registered corporation status) shall terminate immediately upon the ...

  • Subchapter B. Powers, Duties and Safeguards
  • § 2511.  Financial reports to shareholders.
    (a) General rule.--The requirements of section 1554 (relating to financial reports to shareholders) shall not apply to a registered corporation. (b) Exception.--Subsection (a) does not ...
  • § 2512.  Dissenters rights procedure.
    (a) General rule.--A registered corporation, except one described in section 2502(1)(ii) or (2) (relating to registered corporation status), shall not be required by statute to ...
  • § 2513.  Disparate treatment of certain persons.
    (a) General rule.--A registered corporation, except one described in section 2502(1)(ii) or (2) (relating to registered corporation status), that creates and issues any securities, contracts, ...

  • Subchapter C. Directors and Shareholders
  • § 2521.  Call of special meetings of shareholders.
    (a) General rule.--The shareholders of a registered corporation shall not be entitled by statute to call a special meeting of the shareholders. (b) Exception.--Subsection (a) ...
  • § 2522.  Adjournment of meetings of shareholders.
    Any regular or special meeting of the shareholders of a registered corporation, including one at which directors are to be elected, may be adjourned for ...
  • § 2523.  Quorum at shareholder meetings.
    The board of directors of a registered corporation may adopt or change a bylaw on any subject otherwise expressly committed to the shareholders by section ...
  • § 2524.  Consent of shareholders in lieu of meeting.
    (a) General rule.--An action may be authorized by the shareholders of a registered corporation without a meeting by less than unanimous consent only if permitted ...
  • § 2525.  Appointment of custodian.
    Section 1767(a)(2) (relating to appointment of custodian of corporation on deadlock or other cause) shall not be applicable to a registered corporation described in section ...
  • § 2526.  Voting rights of directors.
    Every director of a registered corporation described in section 2502(1) (relating to registered corporation status) shall be entitled to one vote except as otherwise provided ...
  • § 2527.  Authority of board of directors.
    The authority, powers and functions of the board of directors of a registered corporation described in section 2502(1) (relating to registered corporation status) may not ...

  • Subchapter D. Fundamental Changes Generally
  • § 2535.  Proposal of amendment to articles.
    The shareholders of a registered corporation shall not be entitled by statute to propose an amendment to the articles. Cross References. Section 2535 is referred ...
  • § 2536.  Application by director for involuntary dissolution.
    A director of a registered corporation, as such, shall not be entitled to file an application seeking involuntary winding up and dissolution of the corporation. ...
  • § 2537.  Dissenters rights in asset transfers.
    The shareholders of a registered corporation that adopts a plan of asset transfer shall not be entitled to dissenters rights except as provided by section ...
  • § 2538.  Approval of transactions with interested shareholders.
    (a) General rule.--The following transactions shall require the affirmative vote of the shareholders entitled to cast at least a majority of the votes that all ...
  • § 2539.  Adoption of plan of merger by board of directors.
    Section 1924(b)(1)(ii) (relating to adoption by board of directors) shall be applicable to a plan relating to a merger or consolidation to which a registered ...

  • Subchapter E. Control Transactions
  • § 2541.  Application and effect of subchapter.
    (a) General rule.--Except as otherwise provided in this section, this subchapter shall apply to a registered corporation unless: (1) the registered corporation is one described ...
  • § 2542.  Definitions.
    The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 2543.  Controlling person or group.
    (a) General rule.--For the purpose of this subchapter, a "controlling person or group" means a person who has, or a group of persons acting in ...
  • § 2544.  Right of shareholders to receive payment for shares.
    Any holder of voting shares of a registered corporation that becomes the subject of a control transaction who shall object to the transaction shall be ...
  • § 2545.  Notice to shareholders.
    (a) General rule.--Prompt notice that a control transaction has occurred shall be given by the controlling person or group to: (1) Each shareholder of record ...
  • § 2546.  Shareholder demand for fair value.
    (a) General rule.--After the occurrence of the control transaction, any holder of voting shares of the registered corporation may, prior to or within a reasonable ...
  • § 2547.  Valuation procedures.
    (a) General rule.--If, within 45 days (or such other time period, if any, as required by applicable law) after the date of the notice required ...
  • § 2548.  Coordination with control transaction.
    (a) General rule.--A person or group that proposes to engage in a control transaction may comply with the requirements of this subchapter in connection with ...

  • Subchapter F. Business Combinations
  • § 2551.  Application and effect of subchapter.
    (a) General rule.--Except as otherwise provided in this section, this subchapter shall apply to every registered corporation. (b) Exceptions.--The provisions of this subchapter shall not ...
  • § 2552.  Definitions.
    The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 2553.  Interested shareholder.
    (a) General rule.--The term "interested shareholder," when used in reference to any registered corporation, means any person (other than the corporation or any subsidiary of ...
  • § 2554.  Business combination.
    The term "business combination," when used in reference to any registered corporation and any interested shareholder of the corporation, means any of the following: (1) ...
  • § 2555.  Requirements relating to certain business combinations.
    § 2555. Requirements relating to certain business combinations. Notwithstanding anything to the contrary contained in this subpart (except the provisions of section 2551 (relating to ...
  • § 2556.  Certain minimum conditions.
    A business combination conforming to section 2555(2)(i) or (4) (relating to requirements relating to certain business combinations) shall meet all of the following conditions: (1) ...

  • Subchapter G. Control-Share Acquisitions
  • § 2561.  Application and effect of subchapter.
    (a) General rule.--Except as otherwise provided in this section, this subchapter shall apply to every registered corporation. (b) Exceptions.--This subchapter shall not apply to any ...
  • § 2562.  Definitions.
    The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 2563.  Acquiring person safe harbor.
    (a) Nonparticipant.--For the purposes of this subchapter, a person shall not be deemed an acquiring person, absent significant other activities indicating that a person should ...
  • § 2564.  Voting rights of shares acquired in a control-share acquisition.
    § 2564. Voting rights of shares acquired in a control-share acquisition. (a) General rule.--Control shares shall not have any voting rights unless a resolution approved ...
  • § 2565.  Procedure for establishing voting rights of control shares.
    § 2565. Procedure for establishing voting rights of control shares. (a) Special meeting.--A special meeting of the shareholders of a registered corporation shall be called ...
  • § 2566.  Information statement of acquiring person.
    (a) Delivery of information statement.--An acquiring person may deliver to the registered corporation at its principal executive office an information statement which shall contain all ...
  • § 2567.  Redemption.
    Unless prohibited by the terms of the articles of a registered corporation in effect before a control-share acquisition has occurred, the corporation may redeem all ...
  • § 2568.  Board determinations.
    All determinations made by the board of directors of the registered corporation under this subchapter shall be presumed to be correct unless shown by clear ...

  • Subchapter H. Disgorgement by Certain Controlling Shareholders
    Following Attempts to Acquire Control
  • § 2571.  Application and effect of subchapter.
    (a) General rule.--Except as otherwise provided in this section, this subchapter shall apply to every registered corporation. (b) Exceptions.--This subchapter shall not apply to any ...
  • § 2572.  Policy and purpose.
    (a) General rule.--The purpose of this subchapter is to protect certain registered corporations and legitimate interests of various groups related to such corporations from certain ...
  • § 2573.  Definitions.
    The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 2574.  Controlling person or group safe harbor.
    (a) Nonparticipant.--For the purpose of this subchapter, a person or group shall not be deemed a controlling person or group, absent significant other activities indicating ...
  • § 2575.  Ownership by corporation of profits resulting from certain transactions.
    § 2575. Ownership by corporation of profits resulting from certain transactions. Any profit realized by any person or group who is or was a controlling ...
  • § 2576.  Enforcement actions.
    (a) Venue.--Actions to recover any profit due under this subchapter may be commenced in any court of competent jurisdiction by the registered corporation issuing the ...

  • Subchapter I. Severance Compensation for Employees Terminated
    Following Certain Control-Share Acquisitions
  • § 2581.  Definitions.
    The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 2582.  Severance compensation.
    (a) General rule.--Any eligible employee whose employment is terminated, other than for willful misconduct connected with the work of the employee, within 90 days before ...
  • § 2583.  Enforcement and remedies.
    (a) Notice.--Within 30 days of the control-share approval, the employer shall provide written notice to each eligible employee and to the collective bargaining representative, if ...

  • Subchapter J. Business Combination Transactions - Labor
    Contracts
  • § 2585.  Application and effect of subchapter.
    (a) General rule.--Except as otherwise provided in this section, this subchapter shall apply to every business combination transaction relating to a business operation if such ...
  • § 2586.  Definitions.
    The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 2587.  Labor contracts preserved in business combination transactions.
    § 2587. Labor contracts preserved in business combination transactions. No business combination transaction shall result in the termination or impairment of the provisions of any ...
  • § 2588.  Civil remedies.
    (a) General rule.--In the event that an employee is denied or fails to receive wages, benefits or wage supplements or suffers any contractual loss as ...

  • Chapter 27. Management Corporations
    Subchapter A. Preliminary Provisions
  • § 2701.  Application and effect of chapter.
    (a) General rule.--This chapter shall be applicable to a business corporation, other than a statutory close corporation or a professional corporation, that elects to become ...
  • § 2702.  Formation of management corporations.
    A management corporation shall be formed in accordance with Article B (relating to domestic business corporations generally) except that its articles shall contain: (1) A ...
  • § 2703.  Additional contents of articles of management corporations.
    § 2703. Additional contents of articles of management corporations. In addition to the provisions otherwise required by this subpart, the articles of a management corporation ...
  • § 2704.  Election of an existing business corporation to become a management corporation.
    § 2704. Election of an existing business corporation to become a management corporation. (a) General rule.--A business corporation may become a management corporation under this ...
  • § 2705.  Termination and renewal of status as a management corporation.
    § 2705. Termination and renewal of status as a management corporation. (a) General rule.--A management corporation may terminate its status as such and cease to ...

  • Subchapter B. Directors and Shareholders
  • § 2711.  Selection and removal of directors.
    (a) General rule.--The bylaws of a management corporation may specify the manner in which and the persons by whom the directors of the corporation shall ...
  • § 2712.  Shareholder meetings unnecessary.
    Annual or other regular meetings of the shareholders of a management corporation need not be held. ...

  • Subchapter C. Fundamental Changes
  • § 2721.  Bylaw and fundamental change procedures.
    So long as a business corporation is a management corporation subject to this chapter: (1) The board of directors shall have the full authority vested ...
  • § 2722.  Changes in authorized shares.
    (a) General rule.--An amendment of the articles of a management corporation shall not require the approval of the shareholders of the corporation to the extent ...

  • Chapter 29. Professional Corporations
    Subchapter A. Preliminary Provisions
  • § 2901.  Application and effect of chapter.
    (a) General rule.--This chapter shall be applicable to a business corporation, other than a management corporation, that: (1) on the effective date of this chapter ...
  • § 2902.  Definitions and index of definitions.
    (a) Definitions.--The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly ...
  • § 2903.  Formation of professional corporations.
    (a) General rule.--A professional corporation shall be formed in accordance with Article B (relating to domestic business corporations generally) except that its articles shall contain ...
  • § 2904.  Election of an existing business corporation to become a professional corporation.
    § 2904. Election of an existing business corporation to become a professional corporation. (a) General rule.--A business corporation may become a professional corporation under this ...
  • § 2905.  Election of professional associations to become professional corporations.
    § 2905. Election of professional associations to become professional corporations. (a) General rule.--This chapter applies to every professional association subject to Chapter 93 (relating to ...
  • § 2906.  Termination of professional corporation status.
    A professional corporation may terminate its status as such and cease to be subject to this chapter by amending its articles to delete therefrom the ...
  • § 2907.  Proceedings to terminate breach of qualifying conditions.
    § 2907. Proceedings to terminate breach of qualifying conditions. (a) General rule.--If the corporation does not otherwise have the right to acquire all the shares ...

  • Subchapter B. Powers, Duties and Safeguards
  • § 2921.  Corporate name.
    (a) General rule.--A professional corporation may adopt any name that is not prohibited by law or the ethics of the profession in which the corporation ...
  • § 2922.  Stated purposes.
    (a) General rule.--A professional corporation shall not engage in any business other than the rendering of the professional service or services for which it was ...
  • § 2923.  Issuance and retention of shares.
    (a) General rule.--Except as otherwise provided by a statute, rule or regulation applicable to a particular profession, all of the ultimate beneficial owners of shares ...
  • § 2924.  Rendering professional services.
    (a) General rule.--A professional corporation may lawfully render professional services only through officers, employees or agents who are licensed persons. The corporation may employ persons ...
  • § 2925.  Professional relationship retained.
    (a) General rule.--This subpart shall not affect the law of this Commonwealth applicable to the professional relationship and the contract, tort and other legal rights, ...

  • Chapter 31. Insurance Corporations
    Subchapter A. Preliminary Provisions
  • § 3101.  Application and effect of chapter.
    (a) General rule.--This chapter shall be applicable to a business corporation that is a domestic insurance corporation. (b) Application to business corporations generally.--The existence of ...
  • § 3102.  Definitions.
    The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates ...

  • Subchapter B. Powers, Duties and Safeguards
  • § 3121.  Bylaws.
    Except as provided in section 1504(b) (relating to adoption, amendment and contents of bylaws), the board of directors of an insurance corporation shall have the ...
  • § 3122.  Distributions by insurance corporations.
    The amount of capital received by an insurance corporation upon its stock shall be a liability of the corporation for the purpose of determining the ...

  • Subchapter C. Officers, Directors and Shareholders
  • § 3131.  Directors.
    (a) Qualifications.--Two-thirds of the directors of an insurance corporation shall be citizens of the United States. (b) Number.--The board of directors of an insurance corporation ...
  • § 3132.  Officers.
    The treasurer of an insurance corporation shall be a natural person of full age and may also be either the president or the secretary of ...
  • § 3133.  Notice of meetings of members of mutual insurance companies.
    § 3133. Notice of meetings of members of mutual insurance companies. (a) General rule.--Unless otherwise restricted in the bylaws, persons authorized or required to give ...
  • § 3134.  Quorum at shareholder or member meetings.
    The board of directors of an insurance corporation may adopt or change a bylaw on any subject otherwise expressly committed to the shareholders or members ...
  • § 3135.  Proxies of members of mutual insurance companies.
    In no event shall a proxy given by a member of a mutual insurance company, unless coupled with an interest, be voted on or utilized ...
  • § 3136.  Judges of election.
    The board of directors of an insurance corporation may adopt or change a bylaw on any subject otherwise expressly committed to the shareholders or members ...
  • § 3137.  Appointment of custodian.
    Section 1767 (relating to appointment of custodian of corporation on deadlock or other cause) shall not be applicable to an insurance corporation. Cross References. Section ...
  • § 3138.  Judicial supervision of corporate action.
    Subchapter G of Chapter 17 (relating to judicial supervision of corporate action) shall not be applicable to an insurance corporation, insofar as inconsistent with the ...

  • ARTICLE D. FOREIGN BUSINESS CORPORATIONS
    Chapter 41. Foreign Business Corporations
    Subchapter A. Preliminary Provisions
  • § 4101.  Application of article.
    (a) General rule.--Except as otherwise provided in this section or in subsequent provisions of this article, this article shall apply to and the words "corporation" ...
  • § 4102.  Foreign domiciliary corporations.
    (a) General rule.--Except as provided in subsection (b), a foreign business corporation is a foreign domiciliary corporation if it has as record holders of its ...
  • § 4103.  Acquisition of foreign domiciliary corporation status.
    (a) Shareholding test.--A foreign corporation shall become a foreign domiciliary corporation under section 4102(a) (relating to foreign domiciliary corporations) on the first day of the ...
  • § 4104.  Termination of foreign domiciliary corporation status.
    (a) Shareholding test.--A foreign domiciliary corporation shall cease to be such on the first day of the sixth month following the month in which the ...

  • Subchapter B. Qualification
  • § 4121.  Admission of foreign corporations.
    (a) General rule.--A foreign business corporation, before doing business in this Commonwealth, shall procure a certificate of authority to do so from the Department of ...
  • § 4122.  Excluded activities.
    (a) General rule.--Without excluding other activities that may not constitute doing business in this Commonwealth, a foreign business corporation shall not be considered to be ...
  • § 4123.  Requirements for foreign corporation names.
    (a) General rule.--The Department of State shall not issue a certificate of authority to any foreign business corporation that, except as provided in subsection (b), ...
  • § 4124.  Application for a certificate of authority.
    (a) General rule.--An application for a certificate of authority shall be executed by the foreign business corporation and shall set forth: (1) The name of ...
  • § 4125.  Issuance of certificate of authority.
    Upon the filing of the application for a certificate of authority, the foreign business corporation shall be deemed to hold a certificate of authority to ...
  • § 4126.  Amended certificate of authority.
    (a) General rule.--After receiving a certificate of authority, a qualified foreign business corporation may, subject to the provisions of this subchapter, change or correct any ...
  • § 4127.  Merger, consolidation or division of qualified foreign corporations.
    § 4127. Merger, consolidation or division of qualified foreign corporations. (a) General rule.--Whenever a qualified foreign business corporation is a nonsurviving party to a statutory ...
  • § 4128.  Revocation of certificate of authority.
    (a) General rule.--Whenever the Department of State finds that a qualified foreign business corporation has failed to secure an amended certificate of authority as required ...
  • § 4129.  Application for termination of authority.
    (a) General rule.--Any qualified foreign business corporation may withdraw from doing business in this Commonwealth and surrender its certificate of authority by filing in the ...
  • § 4130.  Change of address after withdrawal.
    (a) General rule.--Any foreign business corporation that has withdrawn from doing business in this Commonwealth, or its successor in interest, may, from time to time, ...
  • § 4131.  Registration of name.
    (a) General rule.--A nonqualified foreign business corporation may register its name under 54 Pa.C.S. Ch. 5 (relating to corporate and other association names) if the ...

  • Subchapter C. Powers, Duties and Liabilities
  • § 4141.  Penalty for doing business without certificate of authority.
    SUBCHAPTER C POWERS, DUTIES AND LIABILITIES Sec. 4141. Penalty for doing business without certificate of authority. 4142. General powers and duties of qualified foreign corporations. ...
  • § 4142.  General powers and duties of qualified foreign corporations.
    § 4142. General powers and duties of qualified foreign corporations. (a) General rule.--A qualified foreign business corporation, so long as its certificate of authority is ...
  • § 4143.  General powers and duties of nonqualified foreign corporations.
    § 4143. General powers and duties of nonqualified foreign corporations. (a) Acquisition of real and personal property.--Every nonqualified foreign business corporation may acquire, hold, mortgage, ...
  • § 4144.  Registered office of qualified foreign corporations.
    (a) General rule.--Subject to the provisions of section 1507(c) (relating to alternative procedure), every qualified foreign business corporation shall have, and continuously maintain, in this ...
  • § 4145.  Applicability of certain safeguards to foreign domiciliary corporations.
    § 4145. Applicability of certain safeguards to foreign domiciliary corporations. (a) General rule.--The General Assembly hereby finds and determines that foreign domiciliary corporations substantially affect ...
  • § 4146.  Provisions applicable to all foreign corporations.
    The following provisions of this subpart shall, except as otherwise provided in this section, be applicable to every foreign corporation for profit, whether or not ...

  • Subchapter D. Domestication
  • § 4161.  Domestication.
    (a) General rule.--Any qualified foreign business corporation may become a domestic business corporation by filing in the Department of State articles of domestication. The articles ...
  • § 4162.  Effect of domestication.
    (a) General rule.--As a domestic business corporation, the domesticated corporation shall no longer be a foreign business corporation for the purposes of this subpart and ...
  • SUBPART C. NONPROFIT CORPORATIONS

    ARTICLE A. PRELIMINARY PROVISIONS
    Chapter 51. General Provisions
  • § 5101.  Short titles.
    (a) Title of subpart.--This subpart shall be known and may be cited as the Nonprofit Corporation Law of 1988. (b) Prior consolidated statute.--Former 15 Pa.C.S. ...
  • § 5102.  Application of subpart.
    (a) General rule.--Except as otherwise provided in this section, in the scope provisions of subsequent provisions of this subpart or where the context clearly indicates ...
  • § 5103.  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 ...
  • § 5104.  Other general provisions.
    The following provisions of this title are applicable to corporations subject to this subpart: Section 101 (relating to short title and application of title). Section ...
  • § 5105.  Saving clause and restriction on equitable relief.
    (a) General rule.--Except as otherwise provided in subsection (b) of this section, this subpart and its amendments shall not impair or affect any act done, ...
  • § 5106.  Limited 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 ...
  • § 5107.  Subordination of subpart to canon law.
    If and to the extent canon law applicable to a corporation incorporated for religious purposes shall set forth provisions relating to the government and regulation ...
  • § 5108.  Limitation on incorporation.
    No corporation which might be incorporated under this subpart shall hereafter be incorporated except under the provisions of this subpart. (Dec. 21, 1988, P.L.1444, No.177, ...
  • § 5109.  Execution of documents.
    (a) General rule.--Any document filed in the Department of State under this title by a domestic nonprofit corporation or a foreign corporation not-for-profit subject to ...
  • § 5110.  Annual report.
    (a) General rule.--On or before April 30 of each year, a corporation described in subsection (b) that has effected any change in its officers during ...

  • ARTICLE B. DOMESTIC NONPROFIT CORPORATIONS
    GENERALLY
    Chapter 53. Incorporation
    Subchapter A. Incorporation Generally
  • § 5301.  Purposes.
    (a) General rule.--Except as provided in subsection (b), corporations may be incorporated under this article for any lawful purpose or purposes, including, but not limited ...
  • § 5302.  Number and qualifications of incorporators.
    One or more corporations for profit or not-for-profit or natural persons of full age may incorporate a nonprofit corporation under the provisions of this article. ...
  • § 5303.  Corporate name.
    (a) General rule.--The corporate name may be in any language, but must be expressed in Roman letters or characters or Arabic or Roman numerals. (b) ...
  • § 5304.  Required name changes by senior corporations.
    (a) Adoption of new name upon reactivation.--Where a corporate name is made available on the basis that the corporation or other association that formerly registered ...
  • § 5305.  Reservation of corporate name.
    (a) General rule.--The exclusive right to the use of a corporate name may be reserved by any person. The reservation shall be made by delivering ...
  • § 5306.  Articles of incorporation.
    (a) General rule.--Articles of incorporation shall be signed by each of the incorporators and shall set forth in the English language: (1) The name of ...
  • § 5307.  Advertisement.
    The incorporators or the corporation shall officially publish a notice of intention to file or of the filing of articles of incorporation. The notice may ...
  • § 5308.  Filing of articles.
    (a) General rule.--The articles of incorporation shall be filed in the Department of State. (b) Cross reference.--See section 134 (relating to docketing statement). (Dec. 21, ...
  • § 5309.  Effect of filing of articles of incorporation.
    Upon the filing of the articles of incorporation in the Department of State, the corporate existence shall begin. Subject to the provisions of section 503 ...
  • § 5310.  Organization meeting.
    (a) General rule.--After the filing of the articles of incorporation, an organization meeting of the initial directors, or if directors are not named in the ...
  • § 5311.  Filing of statement of summary of record by certain corporations.
    § 5311. Filing of statement of summary of record by certain corporations. (a) General rule.--Where any of the charter documents of a nonprofit corporation are ...

  • Subchapter B. Special Procedures Applicable to Certain
    Corporations
  • § 5331.  Unincorporated associations.
    In the case of the incorporation as a nonprofit corporation under this article of an unincorporated association the articles of incorporation shall contain, in addition ...

  • Subchapter C. Revival
  • § 5341.  Statement of revival.
    (a) General rule.--Any nonprofit corporation whose charter or articles have been forfeited by proclamation of the Governor pursuant to section 1704 of the act of ...

  • Chapter 55. Corporate Powers, Duties and Safeguards
    Subchapter A. General Provisions
  • § 5501.  Corporate capacity.
    Except as provided in section 103 of this title (relating to subordination of title to regulatory laws), a nonprofit corporation shall have the capacity of ...
  • § 5502.  General powers.
    (a) General rule.--Subject to the limitations and restrictions imposed by statute and, except as otherwise provided in paragraph (4), subject to the limitations and restrictions ...
  • § 5503.  Defense of ultra vires.
    (a) General rule.--A limitation upon the business, purposes or powers of a nonprofit corporation, expressed or implied in its articles or bylaws or implied by ...
  • § 5504.  Adoption, amendment and contents of bylaws.
    (a) General rule.--The members entitled to vote shall have the power to adopt, amend and repeal the bylaws of a nonprofit corporation. Except as provided ...
  • § 5505.  Persons bound by bylaws.
    Except as otherwise provided by section 5713 (relating to personal liability of directors) or any similar provision of law, bylaws of a nonprofit corporation shall ...
  • § 5506.  Form of execution of instruments.
    (a) General rule.--Any form of execution provided in the articles or bylaws to the contrary notwithstanding, any note, mortgage, evidence of indebtedness, contract or other ...
  • § 5507.  Registered office.
    (a) General rule.--Every nonprofit corporation shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same as ...
  • § 5508.  Corporate records; inspection by members.
    (a) Required records.--Every nonprofit corporation shall keep minutes of the proceedings of the members, the directors and any other body, and a membership register, giving ...
  • § 5509.  Bylaws and other powers in emergency.
    (a) General rule.--The board of directors or other body of any nonprofit corporation may adopt emergency bylaws, subject to repeal or change by action of ...
  • § 5510.  Certain specifically authorized debt terms.
    (a) Interest rates.--A nonprofit corporation shall not plead or set up usury, or the taking of more than the lawful rate of interest, or the ...
  • § 5511.  Establishment of subordinate units.
    A nonprofit corporation may establish and terminate local branches, chapters, councils, clubs, churches, lodges, parishes or other subordinate units regardless of their designation, form of ...
  • § 5512.  Informational rights of a director.
    (a) General rule.--To the extent reasonably related to the performance of the duties of the director, including those arising from service as a member of ...

  • Subchapter B. Financial Matters
  • § 5541.  Capital contributions of members.
    (a) General rule.--A nonprofit corporation organized on a nonstock basis may provide in its bylaws that members, upon or subsequent to admission, shall make capital ...
  • § 5542.  Subventions.
    (a) General rule.--The bylaws may provide that the corporation shall be authorized by resolution of the board of directors or other body to accept subventions ...
  • § 5543.  Debt and security interests.
    (a) General rule.--No corporation shall issue bonds or other evidences of indebtedness except for money or other property, tangible or intangible, or labor or services ...
  • § 5543.1. Usury not a defense (Repealed).
  • § 5544.  Fees, dues and assessments.
    (a) General rule.--A nonprofit corporation may levy dues or assessments, or both, on its members, if authority to do so is conferred by the bylaws, ...
  • § 5545.  Income from corporate activities.
    A nonprofit corporation whose lawful activities involve among other things the charging of fees or prices for its services or products, shall have the right ...
  • § 5546.  Purchase, sale, mortgage and lease of real property.
    Except for an industrial development corporation whose articles or bylaws otherwise provide, no purchase of real property shall be made by a nonprofit corporation and ...
  • § 5546.1. Insolvency or bankruptcy (Repealed).
  • § 5547.  Authority to take and hold trust property.
    (a) General rule.--Every nonprofit corporation incorporated for a charitable purpose or purposes may take, receive and hold such real and personal property as may be ...
  • § 5548.  Investment of trust funds.
    (a) General rule.--Unless otherwise specifically directed in the trust instrument, the board of directors or other body of a nonprofit corporation incorporated for charitable purposes ...
  • § 5549.  Transfer of trust or other assets to institutional trustee.
    § 5549. Transfer of trust or other assets to institutional trustee. (a) General rule.--Any nonprofit corporation holding or receiving assets under section 5547 (relating to ...
  • § 5550.  Devises, bequests and gifts after certain fundamental changes.
    § 5550. Devises, bequests and gifts after certain fundamental changes. A devise, bequest or gift to be effective in the future, in trust or otherwise, ...
  • § 5551.  Dividends prohibited; compensation and certain payments authorized.
    § 5551. Dividends prohibited; compensation and certain payments authorized. (a) General rule.--A nonprofit corporation shall not pay dividends or distribute any part of its income ...
  • § 5552.  Liabilities of members.
    (a) General rule.--A member of a nonprofit corporation shall not be liable, solely by reason of being a member, under an order of a court ...
  • § 5553.  Annual report of directors or other body.
    (a) Contents.--The board of directors or other body shall present annually to the members a report, verified by the president and treasurer or by a ...

  • Subchapter C. Common Trust Funds
  • § 5585.  Establishment or use of common trust funds authorized.
    (a) General rule.--Every nonprofit corporation may establish and maintain one or more common trust funds, the assets of which shall be held, invested and reinvested ...
  • § 5586.  Restrictions on investments.
    (a) Legal investments.--If the trust instrument shall limit or restrict the investment of such assets to investments of the class authorized by law as legal ...
  • § 5587.  Determination of interests.
    A nonprofit corporation shall invest the assets of a trust or fund in a common trust fund authorized by this subchapter by adding such assets ...
  • § 5588.  Amortization of premiums on securities held.
    If a bond or other obligation for the payment of money is acquired as an investment for any common trust fund at a cost in ...
  • § 5589.  Records; ownership of assets.
    The nonprofit corporation shall designate clearly upon its records the names of the trusts or funds on behalf of which such corporation, as fiduciary or ...

  • Chapter 57. Officers, Directors and Members
    Subchapter A. Notice and Meetings Generally
  • § 5701.  Applicability of subchapter.
    The provisions of this subchapter shall apply to every nonprofit corporation unless otherwise restricted: (1) by any other provision of this subpart; or (2) except ...
  • § 5702.  Manner of giving notice.
    (a) General rule.--Whenever written notice is required to be given to any person under the provisions of this subpart or by the articles or bylaws ...
  • § 5702.1. Optional procedures for giving of notice (Repealed).
  • § 5703.  Place and notice of meetings of board of directors or other body.
    § 5703. Place and notice of meetings of board of directors or other body. (a) Place.--Meetings of the board of directors or other body may ...
  • § 5704.  Place and notice of meetings of members.
    (a) Place.--Meetings of members may be held at such place within or without this Commonwealth as may be provided in or fixed pursuant to the ...
  • § 5705.  Waiver of notice.
    (a) Written waiver.--Whenever any written notice is required to be given under the provisions of this subpart or the articles or bylaws of any nonprofit ...
  • § 5706.  Modification of proposal contained in notice.
    Whenever the language of a proposed resolution is included in a written notice of a meeting required to be given under the provisions of this ...
  • § 5707.  Exception to requirement of notice.
    (a) General rule.--Whenever any notice or communication is required to be given to any person under the provisions of this subpart or by the articles ...
  • § 5708.  Use of conference telephone and similar equipment.
    Except as otherwise provided in the bylaws, one or more persons may participate in a meeting of the incorporators, the board of directors or an ...
  • § 5709.  Conduct of members meeting.
    (a) Presiding officer.--There shall be a presiding officer at every meeting of the members. The presiding officer shall be appointed in the manner provided in ...

  • Subchapter B. Fiduciary Duty
  • § 5711.  Alternative provisions.
    Section 5716 (relating to alternative standard) shall not be applicable to any nonprofit corporation to which section 5715 (relating to exercise of powers generally) is ...
  • § 5712.  Standard of care and justifiable reliance.
    (a) Directors.--A director of a nonprofit corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including ...
  • § 5713.  Personal liability of directors.
    (a) General rule.--If a bylaw adopted by the members of a nonprofit corporation so provides, a director shall not be personally liable, as such, for ...
  • § 5714.  Notation of dissent.
    A director of a nonprofit corporation who is present at a meeting of its board of directors, or of a committee of the board, at ...
  • § 5715.  Exercise of powers generally.
    (a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a nonprofit corporation ...
  • § 5716.  Alternative standard.
    (a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a nonprofit corporation ...
  • § 5717.  Limitation on standing.
    The duty of the board of directors, committees of the board and individual directors under section 5712 (relating to standard of care and justifiable reliance) ...

  • Subchapter C. Directors, Officers and Members of An Other
    Body
  • § 5721.  Board of directors.
    Unless otherwise provided by statute or in a bylaw adopted by the members, all powers enumerated in section 5502 (relating to general powers) and elsewhere ...
  • § 5722.  Qualifications of directors.
    (a) General rule.--Each director shall be a natural person of full age, except as provided in subsection (b), who, unless otherwise restricted in the bylaws, ...
  • § 5723.  Number of directors.
    The board shall consist of one or more members. Except as otherwise provided in this section, the number of directors shall be fixed by, or ...
  • § 5724.  Term of office of directors.
    Each director shall hold office until the expiration of the term for which he was selected and until his successor has been selected and qualified ...
  • § 5725.  Selection of directors.
    (a) General rule.--Except as otherwise provided in this section, directors, other than those named in the articles, if any, shall be elected by the members. ...
  • § 5726.  Removal of directors.
    (a) By the members.--Unless otherwise provided in a bylaw adopted by the members, the entire board of directors, or a class of the board, where ...
  • § 5727.  Quorum of and action by directors.
    (a) General rule.--Unless otherwise provided in the bylaws, a majority of the directors in office shall be necessary to constitute a quorum for the transaction ...
  • § 5728.  Interested members, directors or officers; quorum.
    (a) General rule.--No contract or transaction between a nonprofit corporation and one or more of its members, directors or officers or between a nonprofit corporation ...
  • § 5729.  Voting rights of directors.
    (a) General rule.--Unless otherwise provided in a bylaw adopted by the members every director shall be entitled to one vote. (b) Multiple and fractional voting.--The ...
  • § 5730.  Compensation of directors.
    Except as otherwise restricted in the bylaws, the board of directors shall have the authority to fix the compensation of directors for their services as ...
  • § 5731.  Executive and other committees of the board.
    (a) Establishment and powers.--Unless otherwise restricted in the bylaws: (1) The board of directors may, by resolution adopted by a majority of the directors in ...
  • § 5732.  Officers.
    (a) General rule.--Every nonprofit corporation shall have a president, a secretary, and a treasurer, or persons who shall act as such, regardless of the name ...
  • § 5733.  Removal of officers and agents.
    Unless otherwise provided in the bylaws any officer or agent may be removed by the board of directors or other body whenever in its judgment ...
  • § 5734.  Other body.
    The provisions of this subchapter, of Subchapters B (relating to fiduciary duty) and D (relating to indemnification) and of other provisions of law applicable to ...

  • Subchapter D. Indemnification
  • § 5741.  Third-party actions.
    Unless otherwise restricted in its bylaws, a nonprofit corporation shall have power to indemnify any person who was or is a party or is threatened ...
  • § 5742.  Derivative and corporate actions.
    Unless otherwise restricted in its bylaws, a nonprofit corporation shall have power to indemnify any person who was or is a party, or is threatened ...
  • § 5743.  Mandatory indemnification.
    (a) General rule.--To the extent that a representative of a nonprofit corporation has been successful on the merits or otherwise in defense of any action ...
  • § 5744.  Procedure for effecting indemnification.
    Unless ordered by a court, any indemnification under section 5741 (relating to third-party actions) or 5742 (relating to derivative and corportate actions) shall be made ...
  • § 5745.  Advancing expenses.
    Expenses (including attorneys' fees) incurred in defending any action or proceeding referred to in this subchapter may be paid by a nonprofit corporation in advance ...
  • § 5746.  Supplementary coverage.
    (a) General rule.--The indemnification and advancement of expenses provided by or granted pursuant to the other sections of this subchapter shall not be deemed exclusive ...
  • § 5747.  Power to purchase insurance.
    Unless otherwise restricted in its bylaws, a nonprofit corporation shall have power to purchase and maintain insurance on behalf of any person who is or ...
  • § 5748.  Application to surviving or new corporations.
    (a) General rule.--Except as provided in subsection (b), for the purposes of this subchapter, references to "the corporation" include all constituent corporations absorbed in a ...
  • § 5749.  Application to employee benefit plans.
    For the purposes of this subchapter: (1) References to "other enterprises" shall include employee benefit plans and references to "serving at the request of the ...
  • § 5750.  Duration and extent of coverage.
    The indemnification and advancement of expenses provided by or granted pursuant to this subchapter shall, unless otherwise provided when authorized or ratified, continue as to ...

  • Subchapter E. Members
  • § 5751.  Classes and qualifications of membership.
    (a) General rule.--Membership in a nonprofit corporation shall be of such classes, and shall be governed by such rules of admission, retention, suspension and expulsion, ...
  • § 5752.  Organization on a stock share basis.
    (a) General rule.--A nonprofit corporation may be organized upon either a nonstock basis or upon a stock share basis, as set forth in its articles. ...
  • § 5753.  Membership certificates.
    A nonprofit corporation organized upon a nonstock basis shall not issue shares of stock, but membership in such corporation may be evidenced by certificates of ...
  • § 5754.  Members grouped in local units.
    (a) General rule.--The bylaws of a nonprofit corporation may provide that the members of the corporation shall be grouped in incorporated or unincorporated local units ...
  • § 5755.  Time of holding meetings of members.
    (a) Regular meetings.--The bylaws of a nonprofit corporation may provide for the number and the time of meetings of members, but unless otherwise provided in ...
  • § 5756.  Quorum.
    (a) General rule.--A meeting of members of a nonprofit corporation duly called shall not be organized for the transaction of business unless a quorum is ...
  • § 5757.  Action by members.
    (a) General rule.--Except as otherwise provided in this article or in a bylaw adopted by the members, the acts at a duly organized meeting of ...
  • § 5758.  Voting rights of members.
    (a) General rule.--Unless otherwise provided in a bylaw adopted by the members, every member of a nonprofit corporation shall be entitled to one vote. (b) ...
  • § 5759.  Voting and other action by proxy.
    (a) General rule.--Voting by members of a nonprofit corporation shall be only in person unless a bylaw adopted by the members provides for voting by ...
  • § 5760.  Voting by corporations.
    (a) Voting in nonprofit corporation matters.--Unless otherwise provided in a bylaw of a nonprofit corporation adopted by the members, any other corporation which is a ...
  • § 5761.  Determination of members of record.
    (a) Fixing record date.--Unless otherwise restricted in the bylaws, the board of directors of a nonprofit corporation may fix a time, not more than 70 ...
  • § 5762.  Judges of election.
    Unless otherwise provided in a bylaw adopted by the members: (1) In advance of any meeting of members, the board of directors or other body ...
  • § 5763.  Consent of members in lieu of meeting.
    Unless otherwise restricted in the bylaws, any action which may be taken at a meeting of the members or of a class of members may ...
  • § 5764.  Appointment of custodian of corporation on deadlock or other cause.
    § 5764. Appointment of custodian of corporation on deadlock or other cause. (a) General rule.--The court, upon application of any member, may appoint one or ...
  • § 5764.1. Actions by members to enforce a secondary right
    (Repealed).

  • § 5765.  Reduction of membership below stated number.
    Whenever the membership of a nonprofit corporation having a stated number of members shall be reduced below such number by death, withdrawal, or otherwise, the ...
  • § 5766.  Termination and transfer of membership.
    (a) General rule.--Membership in a nonprofit corporation shall be terminated in the manner provided in a bylaw adopted by the members. If the membership in ...
  • § 5767.  Voting powers and other rights of certain securityholders and other entities.
    § 5767. Voting powers and other rights of certain securityholders and other entities. Such power to vote in respect to the corporate affairs and management ...

  • Subchapter F. Derivative Actions
  • § 5782.  Actions against directors, members of an other body and officers.
    § 5782. Actions against directors, members of an other body and officers. (a) General rule.--Except as provided in subsection (b), in any action or proceeding ...

  • Subchapter G. Judicial Supervision of Corporate Action
  • § 5791.  Corporate action subject to subchapter.
    This subchapter shall apply to, and the term "corporate action" in this subchapter shall mean any of the following actions: (1) The election, appointment, designation ...
  • § 5792.  Proceedings prior to corporate action.
    (a) General rule.--Where under law or the bylaws of a nonprofit corporation there has been a failure to hold a meeting to take corporate action ...
  • § 5793.  Review of contested corporate action.
    (a) General rule.--Upon petition of any person whose status as, or whose rights or duties as, a member, director, member of an other body, officer ...

  • Chapter 59. Fundamental Changes
    Subchapter A. Preliminary Provisions
  • § 5901.  Omission of certain provisions from filed plans.
    (a) General rule.--A plan as filed in the Department of State under any provision of this chapter may omit all provisions of the plan except ...
  • § 5902.  Statement of termination.
    (a) General rule.--If articles of amendment or articles of merger, consolidation, division or conversion of a nonprofit corporation or to which it is a party ...
  • § 5903.  Bankruptcy or insolvency proceedings.
    (a) General rule.--Unless otherwise provided in the bylaws, whenever a nonprofit corporation is insolvent or in financial difficulty, the board of directors may, by resolution ...
  • § 5904.  (Reserved).
    § 5904. (Reserved). ...
  • § 5905.  Proposal of fundamental transactions.
    Where any provision of this chapter requires that an amendment of the articles, a plan or the dissolution of a nonprofit corporation be proposed or ...

  • Subchapter B. Amendment of Articles
  • § 5911.  Amendment of articles authorized.
    (a) General rule.--A nonprofit corporation, in the manner hereinafter provided in this subchapter, may from time to time amend its articles for one or more ...
  • § 5912.  Proposal of amendments.
    (a) General rule.--Every amendment of the articles of a nonprofit corporation shall be proposed: (1) by the adoption by the board of directors or other ...
  • § 5913.  Notice of meeting of members.
    Written notice shall, not less than ten days before the meeting of members called for the purpose of considering the proposed amendment, be given to ...
  • § 5914.  Adoption of amendments.
    (a) General rule.--The proposed amendment shall be adopted upon receiving the affirmative vote of the members present entitled to cast at least a majority of ...
  • § 5915.  Articles of amendment.
    Upon the adoption of an amendment by a nonprofit corporation, as provided in this subchapter, articles of amendment shall be executed by the corporation and ...
  • § 5916.  Filing and effectiveness of articles of amendment.
    (a) Filing.--The articles of amendment of a nonprofit corporation shall be filed in the Department of State. See section 134 (relating to docketing statement). (b) ...

  • Subchapter C. Merger, Consolidation and Sale of Assets
  • § 5921.  Merger and consolidation authorized.
    (a) Domestic surviving or new corporation.--Any two or more domestic nonprofit corporations, or any two or more foreign corporations not-for-profit, or any one or more ...
  • § 5922.  Plan of merger or consolidation.
    (a) Preparation of plan.--A plan of merger or consolidation, as the case may be, shall be prepared, setting forth: (1) The terms and conditions of ...
  • § 5923.  Notice of meeting of members.
    (a) General rule.--Written notice of the meeting of members that will act on the proposed plan shall be given to each member of record, whether ...
  • § 5924.  Adoption of plan.
    (a) General rule.--The plan of merger or consolidation shall be adopted upon receiving the affirmative vote of the members present entitled to cast at least ...
  • § 5925.  Authorization by foreign corporations.
    The plan of merger or consolidation shall be authorized, adopted or approved by each foreign corporation which desires to merge or consolidate, in accordance with ...
  • § 5926.  Articles of merger or consolidation.
    Upon the adoption of the plan of merger or consolidation by the corporations desiring to merge or consolidate, as provided in this subchapter, articles of ...
  • § 5927.  Filing of articles of merger or consolidation.
    (a) General rule.--The articles of merger or articles of consolidation, as the case may be, and the certificates or statement, if any, required by section ...
  • § 5928.  Effective date of merger or consolidation.
    Upon the filing of the articles of merger or the articles of consolidation in the Department of State, or upon the effective date specified in ...
  • § 5929.  Effect of merger or consolidation.
    (a) Single surviving or new corporation.--Upon the merger or consolidation becoming effective, the several corporations parties to the merger or consolidation shall be a single ...
  • § 5930.  Voluntary transfer of corporate assets.
    (a) General rule.--A nonprofit corporation shall not sell, lease away or exchange all, or substantially all, its property and assets, with or without good will, ...

  • Subchapter D. Division
  • § 5951.  Division authorized.
    (a) Division of domestic corporation.--Any domestic nonprofit corporation may, in the manner provided in this subchapter, be divided into two or more domestic nonprofit corporations ...
  • § 5952.  Proposal and adoption of plan of division.
    (a) Preparation of plan.--A plan of division shall be prepared, setting forth: (1) The terms and conditions of the division, including the manner and basis ...
  • § 5953.  Division without member approval.
    Unless otherwise required by its bylaws or by section 5952 (relating to proposal and adoption of plan of division), a plan of division that does ...
  • § 5954.  Articles of division.
    Upon the adoption of a plan of division by the corporation desiring to divide, as provided in this subchapter, articles of division shall be executed ...
  • § 5955.  Filing of articles of division.
    (a) General rule.--The articles of division and the certificates or statement, if any, required by section 139 (relating to tax clearance of certain fundamental transactions) ...
  • § 5956.  Effective date of division.
    Upon the filing of articles of division in the Department of State, or upon the effective date specified in the plan of division, whichever is ...
  • § 5957.  Effect of division.
    (a) Multiple resulting corporations.--Upon the division becoming effective, the dividing corporation shall be subdivided into the distinct and independent resulting corporations named in the plan ...

  • Subchapter E. Conversion
  • § 5961.  Conversion authorized.
    (a) General rule.--Any nonprofit corporation may, in the manner provided in this subchapter, be converted into a business corporation, hereinafter designated as the resulting corporation. ...
  • § 5962.  Proposal and adoption of plan of conversion.
    (a) Preparation of plan.--A plan of conversion shall be prepared, setting forth: (1) The terms and conditions of the conversion. (2) The mode of carrying ...
  • § 5963.  Articles of conversion.
    Upon the adoption of a plan of conversion by the nonprofit corporation desiring to convert, as provided in this subchapter, articles of conversion shall be ...
  • § 5964.  Filing of articles of conversion.
    (a) General rule.--The articles of conversion shall be filed in the Department of State. (b) Cross reference.--See section 134 (relating to docketing statement). (Dec. 21, ...
  • § 5965.  Effective date of conversion.
    Upon the filing of articles of conversion in the Department of State, or upon the effective date specified in the plan of conversion, whichever is ...
  • § 5966.  Effect of conversion.
    Upon the conversion becoming effective, the corporation shall be deemed to be a business corporation for all purposes, shall cease to be a nonprofit corporation, ...

  • Subchapter F. Voluntary Dissolution and Winding Up
  • § 5971.  Voluntary dissolution by members or incorporators.
    (a) General rule.--The members or incorporators of a nonprofit corporation that has not commenced business may effect the dissolution of the corporation by filing articles ...
  • § 5972.  Proposal of voluntary dissolution.
    (a) General rule.--Any nonprofit corporation that has commenced business may dissolve voluntarily in the manner provided in this subchapter and wind up its affairs in ...
  • § 5973.  Notice of meeting of members.
    (a) General rule.--Written notice of the meeting of members that will consider the advisability of voluntarily dissolving a nonprofit corporation shall be given to each ...
  • § 5974.  Adoption of proposal.
    (a) General rule.--The resolution shall be adopted upon receiving the affirmative vote of a majority of the votes cast by all members of the nonprofit ...
  • § 5974.1. Articles of election to dissolve (Repealed).
    § 5974.2. Articles rescinding election to dissolve (Repealed).
  • § 5975.  Predissolution provision for liabilities.
    (a) Powers of board.--The board of directors or other body of a nonprofit corporation that has elected to proceed under this section shall have full ...
  • § 5976.  Judicial supervision of proceedings.
    (a) General rule.--A nonprofit corporation that has elected to proceed under section 1975 (relating to predissolution provision for liabilities), at any time during the winding ...
  • § 5977.  Articles of dissolution.
    (a) General rule.--Articles of dissolution and the certificates or statement required by section 139 (relating to tax clearance of certain fundamental transactions) shall be filed ...
  • § 5978.  Winding up of corporation after dissolution.
    (a) Winding up and distribution.--Every nonprofit corporation that is dissolved by expiration of its period of duration or otherwise shall, nevertheless, continue to exist for ...
  • § 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 ...

  • Subchapter G. Involuntary Liquidation and Dissolution
  • § 5981.  Proceedings upon petition of member, etc.
    The court may, upon petition filed by a member or director of a nonprofit corporation, entertain proceedings for the involuntary winding up and dissolution of ...
  • § 5982.  Proceedings upon petition of creditor.
    The court may, upon petition filed by a creditor of a nonprofit corporation whose claim has either been reduced to judgment and an execution thereon ...
  • § 5983.  Proceedings upon petition of superior religious organization.
    § 5983. Proceedings upon petition of superior religious organization. The court may, in the case of any corporation organized for the support of public worship, ...
  • § 5984.  Appointment of receiver pendente lite and other interim powers.
    § 5984. Appointment of receiver pendente lite and other interim powers. Upon the filing of a petition under this subchapter the court shall have all ...
  • § 5985.  Liquidating receiver.
    Upon a hearing, after such notice as the court may direct to be given to all parties to the proceeding, and to any other parties ...
  • § 5986.  Qualifications of receivers.
    A receiver shall in all cases be a resident of this Commonwealth, or a corporation authorized to act as receiver, which corporation may be a ...
  • § 5987.  Proofs of claims.
    In a proceeding under this subchapter, the court may require all creditors of the corporation to file with the prothonotary of the court, or with ...
  • § 5988.  Discontinuance of proceedings; reorganization.
    The proceedings under this subchapter may be discontinued at any time during the winding up proceedings, in the following manner: (1) If the proceedings shall ...
  • § 5989.  Articles of involuntary dissolution.
    (a) General rule.--In a proceeding under this subchapter, the court shall enter an order dissolving the nonprofit corporation when the order, if any, obtained pursuant ...

  • Subchapter H. Postdissolution Provision for Liabilities
  • § 5991.  Definitions.
    The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 5991.1. Authority of board of directors.
  • § 5992.  Notice to claimants.
    (a) General rule.--After a nonprofit corporation that has elected to proceed under this subchapter has been dissolved in accordance with section 5977 (relating to articles ...
  • § 5993.  Acceptance or rejection of matured claims.
    (a) Notice.--A dissolved nonprofit corporation or successor entity may reject, in whole or in part, any matured claim made by a claimant pursuant to section ...
  • § 5994.  Disposition of unmatured claims.
    (a) Contractual claims.--The dissolved nonprofit corporation or successor entity shall offer any claimant whose contractual claim made pursuant to section 5992 (relating to notice to ...
  • § 5995.  Court proceedings.
    (a) General rule.--A dissolved nonprofit corporation or successor entity that has given notice in accordance with section 5992 (relating to notice to claimants) shall file ...
  • § 5996.  No revival or waiver.
    The giving of any notice or making of any offer under this subchapter shall not revive any claim then barred or constitute acknowledgment by the ...
  • § 5997.  Payments and distributions.
    (a) General rule.--A dissolved nonprofit corporation or successor entity that has elected to proceed under this subchapter shall: (1) Pay the claims made and not ...
  • § 5998.  Liability of members (Repealed).
    § 5998. Liability of members (Repealed). 1992 Repeal Note. Section 5998 was repealed December 18, 1992, P.L.1333, No.169, effective in 60 days. ...

  • ARTICLE C. FOREIGN NONPROFIT CORPORATIONS
    Chapter 61. Foreign Nonprofit Corporations
    Subchapter A. Preliminary Provisions
  • § 6101.  Application of article.
    (a) General rule.--Except as otherwise provided in this section or in subsequent provisions of this article, this article shall apply to and the words "corporation" ...

  • Subchapter B. Qualification
  • § 6121.  Admission of foreign corporations.
    (a) General rule.--A foreign nonprofit corporation, before doing business in this Commonwealth, shall procure a certificate of authority to do so from the Department of ...
  • § 6122.  Excluded activities.
    (a) General rule.--Without excluding other activities which may not constitute doing business in this Commonwealth, a foreign nonprofit corporation shall not be considered to be ...
  • § 6123.  Requirements for foreign corporation names.
    (a) General rule.--The Department of State shall not issue a certificate of authority to any foreign nonprofit corporation that, except as provided in subsection (b), ...
  • § 6124.  Application for a certificate of authority.
    (a) General rule.--An application for a certificate of authority shall be executed by the foreign nonprofit corporation and shall set forth: (1) The name of ...
  • § 6125.  Issuance of certificate of authority.
    Upon the filing of the application for a certificate of authority, the foreign nonprofit corporation shall be deemed to hold a certificate of authority to ...
  • § 6126.  Amended certificate of authority.
    (a) General rule.--After receiving a certificate of authority, a qualified foreign nonprofit corporation may, subject to the provisions of this subchapter, change or correct any ...
  • § 6127.  Merger, consolidation or division of qualified foreign corporations.
    § 6127. Merger, consolidation or division of qualified foreign corporations. (a) General rule.--Whenever a qualified foreign nonprofit corporation is a nonsurviving party to a statutory ...
  • § 6128.  Revocation of certificate of authority.
    (a) General rule.--Whenever the Department of State finds that a qualified foreign nonprofit corporation has failed to secure an amended certificate of authority as required ...
  • § 6129.  Application for termination of authority.
    (a) General rule.--Any qualified foreign nonprofit corporation may withdraw from doing business in this Commonwealth and surrender its certificate of authority by filing in the ...
  • § 6130.  Change of address after withdrawal.
    (a) General rule.--Any foreign nonprofit corporation that has withdrawn from doing business in this Commonwealth, or its successor in interest, may, from time to time, ...
  • § 6131.  Registration of name.
    (a) General rule.--A nonqualified foreign nonprofit corporation may register its name under 54 Pa.C.S. Ch. 5 (relating to corporate and other association names) if the ...

  • Subchapter C. Powers, Duties and Liabilities
  • § 6141.  Penalty for doing business without certificate of authority.
    SUBCHAPTER C POWERS, DUTIES AND LIABILITIES Sec. 6141. Penalty for doing business without certificate of authority. 6142. General powers and duties of qualified foreign corporations. ...
  • § 6142.  General powers and duties of qualified foreign corporations.
    § 6142. General powers and duties of qualified foreign corporations. A qualified foreign corporation, so long as its certificate of authority shall not be revoked, ...
  • § 6143.  General powers and duties of nonqualified foreign corporations.
    § 6143. General powers and duties of nonqualified foreign corporations. (a) Acquisition of real property.--Every nonqualified foreign corporation, the activities of which in this Commonwealth ...
  • § 6144.  Registered office of qualified foreign corporations.
    (a) General rule.--Subject to the provisions of section 5507(c) (relating to alternative procedure), every qualified foreign nonprofit corporation shall have, and continuously maintain, in this ...
  • § 6145.  Applicability of certain safeguards to foreign corporations.
    § 6145. Applicability of certain safeguards to foreign corporations. (a) Application.--This section shall be applicable to any qualified or nonqualified foreign corporation: (1) which derived ...
  • § 6146.  Provisions applicable to all foreign corporations.
    The following provisions of this subpart shall, except as otherwise provided in this section, be applicable to every foreign corporation not-for-profit, whether or not required ...

  • Subchapter D. Domestication
  • § 6161.  Domestication.
    (a) General rule.--Any qualified foreign nonprofit corporation may become a domestic nonprofit corporation by filing in the Department of State articles of domestication. The articles ...
  • § 6162.  Effect of domestication.
    As a domestic nonprofit corporation, the domesticated corporation shall no longer be a foreign nonprofit corporation for the purposes of this subpart and shall have ...
  • SUBPART D. COOPERATIVE CORPORATIONS

    ARTICLE A. COOPERATIVE CORPORATIONS GENERALLY
    Chapter 71. Cooperative Corporations Generally
    Subchapter A. General Provisions
  • § 7101.  Short title of subpart.
    This subpart shall be known and may be cited as the Cooperative Corporation Law of 1988. ...
  • § 7102.  Cooperative corporations generally.
    (a) General rule.--Any corporation incorporated under this part may be organized on the cooperative principle by setting forth in its articles a common bond of ...
  • § 7103.  Use of term "cooperative" in corporate name.
    (a) General rule.--Except as otherwise provided by statute: (1) The corporate name of a cooperative corporation shall contain the term "cooperative" or an abbreviation thereof. ...
  • § 7104.  Election of an existing business corporation to become a cooperative corporation.
    § 7104. Election of an existing business corporation to become a cooperative corporation. (a) General rule.--Any business corporation not organized on the cooperative principle may ...
  • § 7105.  Termination of status as a cooperative corporation for profit.
    § 7105. Termination of status as a cooperative corporation for profit. (a) General rule.--A cooperative corporation for profit may terminate its status as such and ...
  • § 7106.  Election of an existing nonprofit corporation to become a cooperative corporation.
    § 7106. Election of an existing nonprofit corporation to become a cooperative corporation. (a) General rule.--Any nonprofit corporation not organized on the cooperative principle may ...
  • § 7107.  Termination of nonprofit cooperative corporation status.
    § 7107. Termination of nonprofit cooperative corporation status. (a) General rule.--A nonprofit cooperative corporation may terminate its status as such and cease to be subject ...

  • Subchapter B. Membership and Corporate Finance
  • § 7111.  Voting rights.
    Except as otherwise provided by statute, each member of a cooperative corporation shall have one vote, unless the corporation is organized on the basis of ...
  • § 7112.  Distributions.
    Notwithstanding section 5551 (relating to dividends prohibited; compensation and certain payments authorized), a cooperative corporation may make patronage rebates or other distributions to its members ...

  • Subchapter C. Cooperative Contracts
  • § 7121.  Cooperative contracts generally.
    (a) General rule.--A contract between a cooperative corporation and any member, whether contained in the bylaws or a separate writing, may require the member to: ...
  • § 7122.  Notice of cooperative contracts.
    (a) General rule.--A cooperative corporation may file any cooperative contract in the manner provided in section 7123 (relating to filing procedures) for the purpose of ...
  • § 7123.  Filing procedures.
    (a) Place and method of filing.--The proper place to file a cooperative contract authorized by section 7121(a)(1) or (2) (relating to cooperative contracts generally) is ...
  • § 7124.  Relief against breach or threatened breach of contract; penalty for interference.
    § 7124. Relief against breach or threatened breach of contract; penalty for interference. (a) Relief against member.--In the event of a breach or threatened breach ...
  • § 7125.  Action for civil penalty for inducing breach or spreading false reports.
    § 7125. Action for civil penalty for inducing breach or spreading false reports. In addition to the remedies provided in section 7124(b) (relating to relief ...

  • ARTICLE B. DOMESTIC COOPERATIVE CORPORATION
    ANCILLARIES
    Chapter 73. Electric Cooperative Corporations
    Subchapter A. Preliminary Provisions
  • § 7301.  Short titles.
    (a) Short title of chapter.--This chapter shall be known and may be cited as the Electric Cooperative Law of 1990. (b) Short title of Subchapter ...
  • § 7302.  Application of chapter.
    (a) General rule.--This chapter shall apply to and, unless the context clearly indicates otherwise, the term "corporation" or "electric cooperative corporation" in this chapter shall ...
  • § 7303.  Definitions.
    The following words and phrases when used in this subchapter and Subchapter B (relating to powers, duties and safeguards) shall have the meanings given to ...
  • § 7304.  Number and qualifications of incorporators.
    Three or more natural persons of full age who are residents of this Commonwealth may incorporate an electric cooperative corporation. ...
  • § 7305.  Purpose.
    Nonprofit cooperative corporations may be organized under this chapter for the purpose of engaging in rural electrification by any one or more of the following ...
  • § 7306.  Articles of incorporation.
    (a) General rule.--The articles of incorporation shall state: (1) The name of the corporation, which shall include the words "Electric Cooperative" and the word "Corporation," ...
  • § 7307.  Prohibition on use of words "electric cooperative.".
    § 7307. Prohibition on use of words "electric cooperative." The words "electric cooperative" shall not be used in the corporate name of any domestic or ...
  • § 7308.  Liberal construction.
    All of the provisions of law applicable to electric cooperative corporations shall be construed liberally. The enumeration of any object, purpose, power, manner, method or ...

  • Subchapter B. Powers, Duties and Safeguards
  • § 7321.  Special powers and limitations.
    (a) General rule.--Each electric cooperative corporation shall have power (in addition to or limitation of the powers conferred by section 5502 (relating to general powers)): ...
  • § 7322.  Bylaws.
    The power to make, alter or repeal the bylaws of an electric cooperative corporation shall be vested in the board of directors. The bylaws may ...
  • § 7323.  Exemption of members from liability for debts of corporation.
    § 7323. Exemption of members from liability for debts of corporation. A member shall not be liable for the debts of an electric cooperative corporation ...
  • § 7324.  Qualifications of members.
    All persons in rural areas proposed to be served by an electric cooperative corporation, who are not receiving central station service, shall be eligible for ...
  • § 7325.  Annual meeting of members.
    (a) Time of annual meeting.--An annual meeting of the members of an electric cooperative corporation shall be held at such time as may be provided ...
  • § 7326.  Voting by members.
    Each member present shall be entitled to one and only one vote on each matter submitted to a vote at a meeting of members of ...
  • § 7327.  Certificates of membership.
    When a member of an electric cooperative corporation has paid the membership fee in full, a certificate of membership shall be issued to the member. ...
  • § 7328.  Quorum of members.
    Unless otherwise provided in the bylaws, a majority of the members present, in person or represented by proxy, shall constitute a quorum for the transaction ...
  • § 7329.  Directors.
    (a) General rule.--The business and affairs of an electric cooperative corporation shall be managed under the direction of a board of not less than three ...
  • § 7330.  Nonprofit operation.
    (a) General rule.--Each electric cooperative corporation shall be operated without profit to its members, but the rates, fees, rents or other charges for electric energy ...
  • § 7331.  Merger, consolidation, division or sale of assets.
    (a) Merger, consolidation or division.--Any two or more electric cooperative corporations may merge, consolidate or divide but only if the surviving or resulting corporation is ...
  • § 7332.  Dissolution.
    An electric cooperative corporation may dissolve only when authorized by the affirmative vote of two-thirds of all the members of the corporation. Any assets remaining ...
  • § 7333.  License fee; exemption from excise taxes.
    Electric cooperative corporations subject to this chapter shall pay annually, on or before July 1, to the Department of Revenue a fee of $10 for ...
  • § 7334.  Exemption from jurisdiction of Public Utility Commission.
    § 7334. Exemption from jurisdiction of Public Utility Commission. Except as provided in Subchapter C (relating to unincorporated area certified territory), all electric cooperative corporations ...
  • § 7335.  Limited exemption from Securities Act.
    Whenever any electric cooperative corporation subject to this chapter has borrowed money from any Federal agency, the obligations issued to secure the payment of the ...

  • Subchapter C. Unincorporated Area Certified Territory
  • § 7351.  Application of subchapter.
    (a) General rule.--This subchapter shall apply only to the establishment of boundaries of certified territory between retail electric suppliers where one supplier is an electric ...
  • § 7352.  Definitions.
    The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 7353.  Geographical areas.
    It is hereby declared to be in the public interest that, to encourage the orderly development of retail electric service in unincorporated areas, to avoid ...
  • § 7354.  Boundaries of certified territories; hearings.
    (a) Exclusive territories.--Except as otherwise provided in this section, a retail electric supplier shall not furnish retail electric service in the certified territory of another ...
  • § 7355.  Obligations and rights within certified territory; new electric-consuming facilities.
    § 7355. Obligations and rights within certified territory; new electric-consuming facilities. (a) Service within certified territory.--Except as otherwise provided in this section, each retail electric ...
  • § 7356.  Borderline service.
    Notwithstanding the establishment of certified territories pursuant to this subchapter and the obligations and rights to furnish service within the territory, a retail electric supplier ...
  • § 7357.  Effect of incorporation, annexation or consolidation.
    After July 30, 1975, the inclusion by incorporation, consolidation or annexation of any part of the certified territory of a retail electric supplier within the ...
  • § 7358.  Enforcement of compliance by commission.
    Upon proceedings brought by an interested person or by action of the Pennsylvania Public Utility Commission, the commission shall have the jurisdiction to enforce compliance ...
  • § 7359.  Expenses.
    (a) General rule.--The expenses of the Pennsylvania Public Utility Commission in administering this subchapter shall be assessed by the commission against the affected retail electric ...

  • Chapter 74. Generation Choice for Customers of Electric
    Cooperatives
  • § 7401.  Short title of chapter.
    This chapter shall be known and may be cited as the Electricity Generation Choice for Customers of Electric Cooperatives Act. ...
  • § 7402.  Application.
    The provisions of 66 Pa.C.S. Ch. 28 (relating to restructuring of electric utility industry) shall not apply to electric cooperative corporations or to the laws ...
  • § 7403.  Declaration of policy.
    The General Assembly finds and declares as follows: (1) Because of advances in electric generation technology and Federal initiatives to encourage greater competition in the ...
  • § 7404.  Definitions.
    The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 7405.  Customer choice in electric cooperative service territories.
    § 7405. Customer choice in electric cooperative service territories. (a) General rule.-- (1) An electric cooperative corporation shall provide open and nondiscriminatory access and allow ...
  • § 7406.  Competition by electric cooperatives.
    (a) Service rights.--Electric cooperative corporations may provide generation electric service to any person and at any location within this Commonwealth. In the case where an ...
  • § 7407.  Transition surcharge and stranded cost recovery.
    (a) Transition surcharge.--A transition surcharge is the total stranded costs payable to an electric cooperative corporation as a condition precedent to a consumer-member of an ...
  • § 7408.  Option to elect commission review.
    (a) General rule.--The transition surcharge assessed by an electric cooperative corporation under this chapter generally shall not be subject to the jurisdiction or control of ...
  • § 7409.  Universal service and energy conservation.
    (a) General rule.--Electric cooperative corporations shall ensure that universal service and energy conservation policies, activities and services that they provide as of the effective date ...
  • § 7410.  Savings provision and repealer.
    (a) Savings.--Except as set forth in subsection (b), all provisions of Chapter 73 (relating to electric cooperative corporations) are saved from repeal and shall remain ...

  • Chapter 75. Cooperative Agricultural Associations
    Subchapter A. Preliminary Provisions
  • § 7501.  Short title of chapter.
    This chapter shall be known and may be cited as the Cooperative Agricultural Association Law of 1990. ...
  • § 7502.  Application of chapter.
    (a) General rule.--Except as otherwise provided in subsections (b) and (c), this chapter applies to and the word "association" in this chapter means a corporation ...
  • § 7503.  Definitions.
    The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 7504.  Policy.
    (a) General rule.--It is the policy of this Commonwealth, as one means of improving the economic position of agriculture, to encourage the organization of producers ...
  • § 7505.  Number and qualifications of incorporators.
    Five or more individuals of full age engaging in agriculture or two or more cooperative agricultural associations may incorporate an association. If an association is ...
  • § 7506.  Purposes.
    An association may be incorporated under this chapter for the purpose of engaging in any cooperative activity for producers of agricultural products in connection with: ...
  • § 7507.  Articles of incorporation.
    Articles of incorporation of an association incorporated under this chapter shall comply with the applicable provisions of this part except that, if organized without capital ...

  • Subchapter B. Powers, Duties and Safeguards
  • § 7521.  Special powers and limitations.
    (a) General rule.--Each association shall have power (in addition to or limitation of the powers conferred by section 1502 (relating to general powers) or 5502 ...
  • § 7522.  Records of salary or other payments.
    Every association shall keep a record of all salaries, per diem payments or other remuneration paid to each officer and director by the association in ...
  • § 7523.  Members.
    An association shall admit to membership only persons who are engaging in agriculture, including both tenants and landlords receiving a share of the crop, and ...
  • § 7524.  Issuance of shares.
    (a) General rule.--Every association without capital stock shall issue a certificate of membership to each member. Every association with capital stock shall issue a certificate ...
  • § 7525.  Sale, transfer or redemption of shares.
    (a) General rule.--The common shares of an association may be transferred only with the consent of the association and on the books of the association ...
  • § 7526.  Termination of membership.
    (a) General rule.--Under the terms and conditions prescribed in the bylaws, a member of an association without capital stock shall lose his membership and his ...
  • § 7527.  Voting by proxy or mail.
    (a) General rule.--Unless otherwise provided in the bylaws, no member may vote by proxy or by mail. No unrevoked proxy shall be valid more than ...
  • § 7528.  Meetings.
    There shall be at least one meeting of members or delegates each year. Annual and special membership or delegate meetings shall be governed by the ...
  • § 7529.  Fundamental changes.
    (a) General rule.--An association, by action of its members or delegates, may amend its articles of incorporation in the manner provided by the applicable provisions ...
  • § 7530.  Bylaws.
    (a) General rule.--The bylaws may provide for the following matters: (1) The time, place and manner of calling and conducting meetings of the members or ...
  • § 7531.  Directors.
    (a) General rule.--The business and affairs of the association shall be managed under the direction of a board of not less than five directors who ...
  • § 7532.  Removal of directors.
    A director may be removed from office by the affirmative vote of not less than a majority of the members present and voting at any ...
  • § 7533.  Officers.
    The board shall elect a president, a secretary and a treasurer and may elect one or more vice presidents and any other officers as may ...
  • § 7534.  Marketing arrangements.
    (a) General rule.--An association and its members may make and execute contracts requiring the members to obtain all or any part of specific services from ...
  • § 7535.  Patronage distributions.
    (a) General rule.--The net proceeds or savings of an association shall be apportioned, distributed and paid periodically on the basis of patronage to those persons ...
  • § 7536.  Audit of operations.
    (a) General rule.--At the close of each fiscal year, a complete certified audit of the operations of the association shall be made by a qualified ...
  • § 7537.  Contract assignments to association.
    If any contract authorized by a cooperative contains an assignment to the association of any part or all of funds due or to become due ...
  • § 7538.  Exemption from tax on capital stock and indebtedness.
    No State or local tax shall be levied or placed upon the capital stock of an association or upon any scrip, bonds, certificates or other ...

  • Chapter 77. Workers' Cooperative Corporations
  • § 7701.  Short title of chapter.
    This chapter shall be known and may be cited as the Workers' Cooperative Corporation Law of 1988. (Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 ...
  • § 7702.  Definitions.
    The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 7703.  Corporations.
    (a) Members and purpose.--Corporations, productive and distributive, may be incorporated under this chapter, upon compliance with its requirements, by five or more farmers, mechanics, laborers ...
  • § 7704.  Articles of incorporation.
    (a) Advertisement.--The incorporators shall advertise their intention to file or the corporation shall advertise the filing of articles of incorporation with the department one time ...
  • § 7705.  Capital stock.
    (a) Issuance and redemption.--A corporation shall issue as capital stock a class of voting common stock designated as membership shares only to those individuals who ...
  • § 7706.  Internal capital accounts and net worth.
    (a) Purpose of accounts.--A corporation shall establish through its bylaws a system of internal capital accounts to reflect the book value of the corporation and ...
  • § 7707.  Voting.
    No stockholder or member may vote by proxy or by mail. ...
  • § 7708.  Acceptance and termination of membership.
    The articles of incorporation shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless ...
  • § 7709.  Power to buy, sell or trade.
    A corporation may buy from, sell to and trade or deal with its members or other persons. ...
  • § 7710.  Individual liability of members.
    Neither members of a corporation nor the estates of members shall be individually liable for the debts of the corporation. ...
  • § 7711.  Corporate powers.
    Each corporation has the following powers: (1) To exist for the period of time set forth in its articles of incorporation unless sooner dissolved by ...
  • § 7712.  Investment of capital stock in other corporations.
    If the articles permit, a corporation may, by a majority vote of its members at a meeting specially convened, authorize the directors to invest, in ...
  • § 7713.  Meetings.
    After the organization of a corporation, the incorporators shall hold an organizational meeting at a time and place fixed by the board of directors and ...
  • § 7714.  Records.
    (a) Records requirement.--A corporation shall keep at its registered office or principal place of business a record of the proceedings of the members and of ...
  • § 7715.  Audit.
    (a) Procedure.--At the close of each fiscal year, a complete certified audit of the operations of the corporation shall be made by a qualified certified ...
  • § 7716.  Directors and officers.
    (a) Directors.-- (1) The business of the corporation shall be managed by a board of not less than five directors, who shall be natural persons. ...
  • § 7717.  Patronage distributions.
    (a) Procedure.--Net earnings of a corporation may be apportioned, distributed and paid periodically on the basis of patronage to those persons entitled to receive them, ...
  • § 7718.  Indemnity.
    (a) Mandatory.--A corporation shall indemnify a person acting as a director, officer, employee or agent of the corporation or acting at the request of the ...
  • § 7719.  Unlawful dividends.
    (a) Insolvency.--For shares of the corporation other than membership shares, the board of directors may declare and the corporation may pay dividends on its outstanding ...
  • § 7720.  Amendments of articles.
    (a) Purpose and voting.--A corporation may amend its articles of incorporation for any purpose authorized by this chapter, including an increase in the amount of ...
  • § 7721.  Bylaws.
    (a) Adoption, amendment and repeal.--The corporation, before commencing business, shall adopt bylaws not inconsistent with law or its articles of incorporation. The bylaws may be ...
  • § 7722.  Benefits bestowed on associations by compliance with this chapter.
    § 7722. Benefits bestowed on associations by compliance with this chapter. A cooperative association, whether incorporated or unincorporated, shall be entitled to all the benefits ...
  • § 7723.  Dissolution.
    (a) General rule.--A corporation may dissolve and wind up; may merge or consolidate with other corporations; and may sell to, lease to or exchange with ...
  • § 7724.  Conversion to a corporation governed by the Business Corporation Law.
    § 7724. Conversion to a corporation governed by the Business Corporation Law. (a) Amendment of articles.--A corporation may revoke its election to be governed by ...
  • § 7725.  Savings provisions.
    (a) General rule.--In relation to a corporation existing on the effective date of this chapter, the provisions of this chapter do not impair or affect ...
  • § 7726.  Applicability.
    (a) General rule.--This chapter shall apply to domestic corporations incorporated under this chapter. (b) Existing corporations.--This chapter shall apply to existing domestic corporations incorporated under ...

  • Chapter 79. Fundamental Changes (Transferred)
    Subchapter A. Amendment of Articles (Transferred)
    § 7901 - § 7906 (Transferred)
    Subchapter B. Merger, Consolidation and Sale of Assets
    (Transferred)
    § 7921 - § 7930 (Transferred)
    Subchapter C. Division (Transferred)
    § 7941 - § 7946 (Transferred)
    Subchapter D. Conversion (Transferred)
    § 7951 - § 7956 (Transferred)
    Subchapter E. Voluntary Dissolution and Winding Up
    (Transferred)
    § 7961 - § 7971 (Transferred)
    Subchapter F. Involuntary Liquidation and Dissolution
    (Transferred)
    § 7981 - § 7990 (Transferred)
    PART III. PARTNERSHIPS AND LIMITED LIABILITY
    COMPANIES
    Chapter 81. General Provisions
  • § 8101.  Short title of part.
    This part shall be known and may be cited as the Partnership Code. ...
  • § 8102.  Interchangeability of partnership, limited liability company and corporate forms of organization.
    § 8102. Interchangeability of partnership, limited liability company and corporate forms of organization. (a) General rule.--Subject to any restrictions on a specific line of business ...
  • § 8103.  Continuation of certain limited partnerships and limited liability companies (Repealed).
    § 8103. Continuation of certain limited partnerships and limited liability companies (Repealed). 2001 Repeal Note. Section 8103 was repealed June 22, 2001, P.L.418, No.34, effective ...
  • § 8104.  Reserved power of General Assembly.
    All present and future common or statutory law with respect to the formation, organization or regulation of partnerships, limited partnerships, electing partnerships or limited liability ...
  • § 8105.  Ownership of certain professional partnerships.
    Except as otherwise provided by statute, rule or regulation applicable to a particular profession, all of the ultimate beneficial owners of the partnership interests in ...

  • Chapter 82. Registered Limited Liability Partnerships
    Subchapter A. Domestic Registered Limited Liability
    Partnerships
  • § 8201.  Scope.
    (a) Application of subchapter.--This subchapter applies to a general or limited partnership formed under the laws of this Commonwealth that registers under this section. Any ...
  • § 8202.  Definitions.
    The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 8203.  Name.
    (a) General rule.--The name of a registered limited liability partnership shall: (1) Not be one rendered unavailable for use by a corporation by any provision ...
  • § 8204.  Limitation on liability of partners.
    (a) General rule.--Except as provided in subsection (b), a partner in a registered limited liability partnership shall not be individually liable directly or indirectly, whether ...
  • § 8205.  Liability of withdrawing partner.
    (a) General rule.--Except as provided in subsection (b), if the business of a registered limited liability partnership is continued without liquidation of the partnership affairs ...
  • § 8206.  Insurance (Repealed).
    § 8206. Insurance (Repealed). 2001 Repeal Note. Section 8206 was repealed June 22, 2001, P.L.418, No.34, effective in 60 days. ...
  • § 8207.  Extraterritorial application of subchapter.
    (a) Legislative intent.--It is the intent of the General Assembly in enacting this subchapter that the legal existence of registered limited liability partnerships organized in ...

  • Subchapter B. Foreign Registered Limited Liability
    Partnerships
  • § 8211.  Foreign registered limited liability partnerships.
    (a) Governing law.--Subject to the Constitution of Pennsylvania: (1) The laws of the jurisdiction under which a foreign registered limited liability partnership is organized govern ...

  • Subchapter C. Annual Registration
  • § 8221.  Annual registration.
    (a) General rule.--Every domestic registered limited liability partnership in existence on December 31 of any year and every foreign registered limited liability partnership that is ...

  • Chapter 83. General Partnerships
    Subchapter A. Preliminary Provisions
  • § 8301.  Short title and application of chapter.
    (a) Short title of chapter.--This chapter shall be known and may be cited as the Uniform Partnership Act. (b) Application of chapter.--This chapter shall apply ...
  • § 8302.  Definitions.
    The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 8303.  "Knowledge" and "notice.".
    § 8303. "Knowledge" and "notice." (a) Knowledge.--A person has "knowledge" of a fact, within the meaning of this chapter, not only when he has actual ...
  • § 8304.  Rules of construction.
    (a) Estoppel.--The law of estoppel shall apply under this chapter. (b) Agency.--The law of agency shall apply under this chapter. ...
  • § 8305.  Rules for cases not provided for in chapter.
    In any case not provided for in this chapter, the rules of law and equity, including the law merchant, shall govern. ...

  • Subchapter B. Nature of a Partnership
  • § 8311.  Partnership defined.
    (a) General rule.--A partnership is an association of two or more persons to carry on as co-owners a business for profit. (b) Exceptions.--Any association formed ...
  • § 8312.  Rules for determining the existence of a partnership.
    In determining whether a partnership exists, these rules shall apply: (1) Except as provided by section 8328 (relating to partner by estoppel), persons who are ...
  • § 8313.  Partnership property.
    (a) General rule.--All property originally brought into the partnership stock or subsequently acquired, by purchase or otherwise, on account of the partnership is partnership property. ...

  • Subchapter C. Relation of Partners to Persons Dealing With
    the Partnership
  • § 8321.  Partner agent of partnership as to partnership business.
    SUBCHAPTER C RELATION OF PARTNERS TO PERSONS DEALING WITH THE PARTNERSHIP Sec. 8321. Partner agent of partnership as to partnership business. 8322. Conveyance of real ...
  • § 8322.  Conveyance of real property of the partnership.
    (a) General rule.--Where title to real property is in the partnership name, any partner may convey title to the property by a conveyance executed in ...
  • § 8323.  Admissions or representations by partner.
    An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against ...
  • § 8324.  Partnership charged with knowledge of or notice to partner.
    § 8324. Partnership charged with knowledge of or notice to partner. Notice to any partner of any matter relating to partnership affairs, and the knowledge ...
  • § 8325.  Wrongful act of partner.
    Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority ...
  • § 8326.  Breach of trust by partner.
    The partnership is bound to make good the loss: (1) Where one partner, acting within the scope of his apparent authority, receives money or property ...
  • § 8327.  Nature of liability of partner.
    All partners are liable: (1) Jointly and severally for everything chargeable to the partnership under sections 8325 (relating to wrongful act of partner) and 8326 ...
  • § 8328.  Partner by estoppel.
    (a) General rule.-- (1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any ...
  • § 8329.  Liability of incoming partner.
    A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though ...

  • Subchapter D. Relations of Partners to One Another
  • § 8331.  Rules determining rights and duties of partners.
    The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: ...
  • § 8332.  Partnership books.
    The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner ...
  • § 8333.  Duty to render information.
    Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased ...
  • § 8334.  Partner accountable as fiduciary.
    (a) General rule.--Every partner must account to the partnership for any benefit and hold as trustee for it any profits derived by him without the ...
  • § 8335.  Right of partner to an account.
    Any partner shall have the right to a formal account as to the partnership affairs: (1) If he is wrongfully excluded from the partnership business ...
  • § 8336.  Continuation of partnership beyond fixed term.
    (a) General rule.--When a partnership for a fixed term or particular undertaking is continued after the termination of that term or particular undertaking without any ...

  • Subchapter E. Property Rights of a Partner
  • § 8341.  Extent of property rights of partner.
    The property rights of a partner are: (1) His rights in specific partnership property. (2) His interest in the partnership. (3) His right to participate ...
  • § 8342.  Nature of right of partner in specific partnership property.
    § 8342. Nature of right of partner in specific partnership property. (a) General rule.--A partner is co-owner with his partners of specific partnership property, holding ...
  • § 8343.  Nature of interest of partner in partnership.
    The interest of a partner in the partnership is his share of the profits and surplus and that interest is personal property. ...
  • § 8344.  Assignment of interest of partner.
    (a) General rule.--A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership nor, as against the other ...
  • § 8345.  Interest of partner subject to charging order.
    (a) General rule.--On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order or decree, ...

  • Subchapter F. Dissolution and Winding Up
  • § 8351.  "Dissolution" defined.
    The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying ...
  • § 8352.  Partnership continued for winding up affairs.
    On dissolution, the partnership is not terminated but continues until the winding up of partnership affairs is completed. ...
  • § 8353.  Causes of dissolution.
    Dissolution is caused: (1) Without violation of the agreement between the partners: (i) By the termination of the definite term or particular undertaking specified in ...
  • § 8354.  Dissolution by decree of court.
    (a) General rule.--On application by or for a partner, the court shall decree a dissolution whenever: (1) A partner has been declared a lunatic in ...
  • § 8355.  Effect of dissolution on authority of partner.
    Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority ...
  • § 8356.  Right of partner to contribution from copartners.
    Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his copartners for his share of ...
  • § 8357.  Power of partner to bind partnership to third persons.
    (a) General rule.--After dissolution, a partner can bind the partnership, except as provided in subsection (c): (1) By any act appropriate for winding up partnership ...
  • § 8358.  Effect of dissolution on existing liability of partner.
    (a) General rule.--The dissolution of the partnership does not of itself discharge the existing liability of any partner. (b) Agreement.--A partner is discharged from any ...
  • § 8359.  Right to wind up affairs.
    Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership, or the legal representative of the last surviving partner, not bankrupt, has the ...
  • § 8360.  Rights of partners to application of partnership property.
    § 8360. Rights of partners to application of partnership property. (a) General rule.--When dissolution is caused in any way, except in contravention of the partnership ...
  • § 8361.  Rights after dissolution for fraud or misrepresentation.
    § 8361. Rights after dissolution for fraud or misrepresentation. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one ...
  • § 8362.  Rules for distribution.
    In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (1) The assets of ...
  • § 8363.  Liability of persons continuing the business.
    (a) Admission or retirement of a partner.--When any new partner is admitted into an existing partnership or when any partner retires and assigns (or the ...
  • § 8364.  Rights of retiring partner or estate of deceased partner when business is continued.
    § 8364. Rights of retiring partner or estate of deceased partner when business is continued. When any partner retires or dies and the business is ...
  • § 8365.  Accrual of right to account.
    The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the ...

  • Chapter 85. Limited Partnerships
    Subchapter A. Preliminary Provisions
  • § 8501.  Short title of chapter.
    This chapter shall be known and may be cited as the Pennsylvania Revised Uniform Limited Partnership Act. ...
  • § 8502.  Applicability of chapter to existing limited partnerships.
    § 8502. Applicability of chapter to existing limited partnerships. (a) General rule.--Limited partnerships formed under the former provisions of the following statutes shall be governed ...
  • § 8503.  Definitions and index of definitions.
    (a) Definitions.--The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly ...
  • § 8504.  Rules for cases not provided for in this chapter.
    In any case not provided for in this chapter, the provisions of Chapters 81 (relating to general provisions) and 83 (relating to general partnerships) govern. ...
  • § 8505.  Name.
    (a) General rule.--The name of each limited partnership as set forth in its certificate of limited partnership: (1) Shall be expressed in Roman letters or ...
  • § 8506.  Registered office.
    (a) General rule.--Every limited partnership shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same as ...
  • § 8507.  Records to be kept.
    (a) General rule.--Each limited partnership shall keep at the registered office of the limited partnership in this Commonwealth or at its principal place of business, ...
  • § 8508.  Business that may be carried on.
    A limited partnership may carry on any business that a partnership without limited partners may carry on. ...
  • § 8509.  Business transactions of partner with limited partnership.
    § 8509. Business transactions of partner with limited partnership. Except as otherwise provided in the partnership agreement, a partner may lend money to, borrow money ...
  • § 8510.  Indemnification.
    (a) General rule.--Subject to such standards and restrictions, if any, as are set forth in the partnership agreement, a limited partnership may, and shall have ...

  • Subchapter B. Formation
  • § 8511.  Certificate of limited partnership.
    (a) General rule.--In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the Department of State. The ...
  • § 8512.  Amendment of certificate.
    (a) General rule.--A certificate of limited partnership is amended by filing a certificate of amendment thereto and, if required by section 8519 (relating to filing ...
  • § 8513.  Cancellation of certificate.
    (a) General rule.--A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the limited partnership or at ...
  • § 8514.  Execution of certificates.
    (a) General rule.--Each certificate or other document required or permitted by this chapter to be filed in the Department of State shall be executed in ...
  • § 8515.  Execution by judicial act.
    (a) General rule.--If a person required by this chapter to execute any certificate fails or refuses to do so, any other person who is adversely ...
  • § 8516.  Liability for false statement in certificate.
    (a) General rule.--If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement or fails to state a material ...
  • § 8517.  Notice.
    The fact that a certificate of limited partnership is on file in the Department of State is not notice of any fact other than: (1) ...
  • § 8518.  Delivery of filed documents to limited partners.
    Upon the return by the Department of State pursuant to section 136 (relating to processing of documents by Department of State) of a certificate marked ...
  • § 8519.  Filing of certificate of summary of record by limited partnerships formed prior to 1976.
    § 8519. Filing of certificate of summary of record by limited partnerships formed prior to 1976. (a) General rule.--Where any of the organic documents of ...
  • § 8520.  Partnership agreement.
    (a) Admission of limited partners.--A partnership agreement may provide in writing that a person shall be admitted as a limited partner, or shall become an ...

  • Subchapter C. Limited Partners
  • § 8521.  Admission of limited partners.
    (a) Date of admission.--A person becomes a limited partner on the later of: (1) the date the limited partnership is formed; or (2) the date ...
  • § 8522.  Classes of limited partners.
    (a) General rule.--A partnership agreement may provide for: (1) classes or groups of limited partners having such relative rights, powers and duties as the partnership ...
  • § 8523.  Liability of limited partners to third parties.
    (a) General rule.--A limited partner is not liable, solely by reason of being a limited partner, under an order of a court or in any ...
  • § 8524.  Person erroneously believing himself limited partner.
    (a) General rule.--Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes ...
  • § 8525.  Information.
    (a) General rule.--Each limited partner has the right, subject to such reasonable standards (including, without limitation, standards governing what information and documents are to be ...

  • Subchapter D. General Partners
  • § 8531.  Admission of additional general partners.
    (a) General rule.--After the filing of the original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership ...
  • § 8532.  Events of withdrawal.
    (a) General rule.--A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The ...
  • § 8533.  General powers and liabilities of general partners.
    (a) Powers of a general partner.--Except as otherwise provided in this chapter or in the partnership agreement, a general partner of a limited partnership has ...
  • § 8534.  Contributions by a general partner.
    A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, ...
  • § 8535.  Classes of general partners.
    (a) General rule.--A partnership agreement may provide for: (1) classes or groups of general partners having such relative rights, powers and duties as the partnership ...

  • Subchapter E. Finance
  • § 8541.  Form of contribution.
    The contribution of a partner may be in cash, tangible or intangible property, services rendered or a promissory note or other obligation to contribute cash ...
  • § 8542.  Liability for contributions.
    (a) General rule.--A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by ...
  • § 8543.  Sharing of profits and losses.
    The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing ...
  • § 8544.  Sharing of distributions.
    Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided ...

  • Subchapter F. Merger and Consolidation
  • § 8545.  Merger and consolidation of limited partnerships authorized.
    SUBCHAPTER F MERGER AND CONSOLIDATION Sec. 8545. Merger and consolidation of limited partnerships authorized. 8546. Approval of merger or consolidation. 8547. Certificate of merger or ...
  • § 8546.  Approval of merger or consolidation.
    (a) Preparation of plan of merger or consolidation.--A plan of merger or consolidation, as the case may be, shall be prepared, setting forth: (1) The ...
  • § 8547.  Certificate of merger or consolidation.
    (a) General rule.--Upon the adoption of the plan of merger or consolidation by the limited partnerships desiring to merge or consolidate, as provided in this ...
  • § 8548.  Effective date of merger or consolidation.
    Upon the filing of the certificate of merger or the certificate of consolidation in the Department of State or upon the effective date specified in ...
  • § 8549.  Effect of merger or consolidation.
    (a) Single surviving or new limited partnership.--Upon the merger or consolidation becoming effective, the several limited partnerships parties to the plan of merger or consolidation ...

  • Subchapter G. Distributions and Withdrawal
  • § 8551.  Interim distributions.
    Except as provided in this subchapter, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and ...
  • § 8552.  Voluntary withdrawal of general partner.
    (a) General rule.--A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but, if the ...
  • § 8553.  Voluntary withdrawal of limited partner.
    (a) General rule.--A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing in ...
  • § 8554.  Distribution upon withdrawal.
    Except as provided in this subchapter, upon withdrawal, any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership ...
  • § 8555.  Distribution in kind.
    Except as otherwise provided in writing in the partnership agreement, a partner does not have the right to demand and receive any distribution from a ...
  • § 8556.  Right to distribution.
    (a) General rule.--Except as otherwise provided in the partnership agreement, at the time a partner becomes entitled to receive a distribution, he has the status ...
  • § 8557.  Distributions and allocation of profits and losses.
    A limited partnership may from time to time make distributions and allocate the profits and losses of its business to the partners upon the basis ...
  • § 8558.  Liability upon return of contribution.
    (a) General rule.--If a general partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, ...

  • Subchapter H. Assignment of Partnership Interests
  • § 8561.  Nature of partnership interest.
    A partnership interest is personal property. ...
  • § 8562.  Assignment of partnership interest.
    (a) General rule.--Except as otherwise provided in the partnership agreement: (1) a partnership interest is assignable in whole or in part; (2) an assignment of ...
  • § 8563.  Rights of creditor.
    On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner ...
  • § 8564.  Right of assignee to become limited partner.
    (a) General rule.--An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner: (1) if and to the ...
  • § 8565.  Power of estate of deceased or incompetent partner.
    (a) General rule.--If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person ...

  • Subchapter I. Dissolution
  • § 8571.  Nonjudicial dissolution.
    (a) General rule.--A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: ...
  • § 8572.  Judicial dissolution.
    On application by or for a partner, the court may order dissolution of a limited partnership whenever it is not reasonably practicable to carry on ...
  • § 8573.  Winding up.
    Except as otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, ...
  • § 8574.  Distribution of assets.
    (a) General rule.--Upon the winding up of a limited partnership, the assets shall be distributed in the following order: (1) To creditors, including partners who ...
  • § 8575.  Survival of remedies and rights after dissolution.
    (a) General rule.--The dissolution of a limited partnership shall not eliminate or impair any remedy available to or against the limited partnership or its partners ...

  • Subchapter J. Division
  • § 8576.  Division authorized.
    (a) Division of domestic limited partnership.--Any domestic limited partnership may, in the manner provided in this subchapter, be divided into two or more domestic limited ...
  • § 8577.  Proposal and adoption of plan of division.
    (a) Preparation of plan.--A plan of division shall be prepared, setting forth: (1) The terms and conditions of the division, including the manner and basis ...
  • § 8578.  Division without approval of limited partners.
    Unless otherwise restricted by its partnership agreement, a plan of division that does not alter the state of organization of a limited partnership nor amend ...
  • § 8579.  Certificate of division.
    (a) Contents.--Upon the adoption of a plan of division by the limited partnership desiring to divide, as provided in this subchapter, a certificate of division ...
  • § 8580.  Effect of division.
    (a) Multiple resulting limited partnerships.--Upon the division becoming effective, the dividing limited partnership shall be subdivided into the distinct and independent resulting limited partnerships named ...

  • Subchapter K. Foreign Limited Partnerships
  • § 8581.  Governing law.
    Subject to the Constitution of Pennsylvania: (1) The laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal ...
  • § 8582.  Registration.
    (a) General rule.--Before doing business in this Commonwealth, a foreign limited partnership shall register under this subchapter. In order to register, a foreign limited partnership ...
  • § 8583.  Effect of filing.
    Upon the filing of the application for registration as a foreign limited partnership, the partnership shall be authorized to do business in this Commonwealth. ...
  • § 8584.  Name.
    (a) General rule.--A foreign limited partnership may register with the Department of State under any name (whether or not it is the name under which ...
  • § 8585.  Changes and amendments.
    (a) General rule.--If any arrangements or other facts described in the application for registration of a foreign limited partnership have changed, making the application inaccurate ...
  • § 8586.  Cancellation of registration.
    (a) General rule.--A qualified foreign limited partnership may cancel its registration by executing and filing in the Department of State a certificate of cancellation of ...
  • § 8587.  Doing business without registration.
    (a) Maintenance of actions or proceedings prohibited.--A nonqualified foreign limited partnership doing business in this Commonwealth may not maintain any action or proceeding in any ...
  • § 8588.  Action by Attorney General.
    The Attorney General may bring an action to restrain a foreign limited partnership from doing business in this Commonwealth in violation of this subchapter. ...
  • § 8589.  General powers and duties of qualified foreign limited partnerships.
    § 8589. General powers and duties of qualified foreign limited partnerships. (a) General rule.--A qualified foreign limited partnership, so long as its registration under this ...
  • § 8590.  Domestication.
    (a) General rule.--Any qualified foreign limited partnership may become a domestic limited partnership by filing in the Department of State a certificate of domestication. The ...

  • Subchapter L. Derivative Actions
  • § 8591.  Right of action.
    A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with ...
  • § 8592.  Proper plaintiff.
    (a) General rule.--In a derivative action under this subchapter, the plaintiff must be a partner at the time of bringing the action and: (1) at ...
  • § 8593.  Pleading.
    Except as otherwise prescribed by general rule, in a derivative action under this subchapter, the complaint shall set forth with particularity the effort of the ...
  • § 8594.  Expenses.
    (a) General rule.--Except as otherwise prescribed by general rule, if a derivative action under this subchapter is successful, in whole or in part, or if ...

  • Chapter 87. Electing Partnerships
  • § 8701.  Scope and definition.
    (a) Application of chapter.--This chapter applies to a general or limited partnership formed under the laws of this Commonwealth that elects to be governed by ...
  • § 8702.  Centralized management.
    The business and affairs of every electing partnership shall be managed by one-third or less, but not less than one, of the partners selected for ...
  • § 8703.  Continuity of life.
    An electing partnership shall not be dissolved by the death, dissolution, insanity, retirement, resignation or expulsion of a partner or by the bankruptcy of a ...
  • § 8704.  Free transferability of interests.
    The agreement between the partners of an electing partnership may provide that the property rights of a partner in the partnership shall be evidenced by ...
  • § 8705.  Limited liability in certain cases.
    (a) General rule.--The liability of a partner of an electing partnership for the debts and obligations of the partnership shall be satisfied out of partnership ...
  • § 8706.  One person as both partner and employee.
    (a) General rule.--A person may be a partner in and an employee of the same electing partnership at the same time. (b) Effect.--A person who ...
  • § 8707.  Modification by agreement.
    (a) General rule.--The provisions of this chapter are intended to permit an electing partnership to qualify for taxation as an association under the United States ...
  • § 8708.  Taxation of electing partnerships.
    For the purposes of the imposition by the Commonwealth or any political subdivision of any tax or license fee on or with respect to any ...

  • Chapter 89. Limited Liability Companies
    Subchapter A. Preliminary Provisions
  • § 8901.  Short title of chapter.
    This chapter shall be known and may be cited as the Limited Liability Company Law of 1994. ...
  • § 8902.  Legislative intent.
    It is the intent of the General Assembly in enacting this chapter that the legal existence of limited liability companies organized in this Commonwealth be ...
  • § 8903.  Definitions and index of definitions.
    (a) Definitions.--The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly ...
  • § 8904.  Rules for cases not provided for in this chapter.
    (a) General rule.--Unless otherwise provided in the certificate of organization, in any case not provided for in this chapter: (1) If the certificate of organization ...
  • § 8905.  Name.
    (a) General rule.--The name of each limited liability company as set forth in its certificate of organization shall: (1) Be expressed in Roman letters or ...
  • § 8906.  Registered office.
    (a) General rule.--Every limited liability company shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same ...
  • § 8907.  Execution of documents.
    (a) General rule.--Any document filed in the Department of State under this title by a domestic or foreign limited liability company subject to this chapter ...
  • § 8908.  Election of professional association to become limited liability company.
    § 8908. Election of professional association to become limited liability company. (a) General rule.--This chapter applies to every professional association subject to Chapter 93 (relating ...

  • Subchapter B. Organization
  • § 8911.  Purposes.
    (a) General rule.--Limited liability companies may be organized under this chapter for any lawful purpose, except for the purpose of banking or insurance. Unless otherwise ...
  • § 8912.  Organization.
    One or more persons may organize a limited liability company under the provisions of this chapter. The person or persons need not be members of ...
  • § 8913.  Certificate of organization.
    The certificate of organization shall be signed by each of the organizers and shall set forth in the English language: (1) The name of the ...
  • § 8914.  Filing of certificate of organization.
    (a) General rule.--The certificate of organization shall be filed in the Department of State. (b) Effective date of organization.--A limited liability company is organized upon ...
  • § 8915.  Modification by agreement.
    The provisions of this chapter are intended to permit a limited liability company to qualify for taxation as an entity that is not an association ...
  • § 8916.  Operating agreement.
    (a) General rule.--The operating agreement of a limited liability company need not be in writing except where this chapter refers to a written provision of ...

  • Subchapter C. Powers, Duties and Safeguards
  • § 8921.  Powers and capacity.
    (a) General rule.--Except as provided in section 103 (relating to subordination of title to regulatory laws), a limited liability company shall have the legal capacity ...
  • § 8922.  Liability of members.
    (a) General rule.--Except as provided in subsection (e), the members of a limited liability company shall not be liable, solely by reason of being a ...
  • § 8923.  Property.
    (a) General rule.--Property transferred to or otherwise acquired by a limited liability company becomes property of the company. A member has no interest in specific ...
  • § 8924.  Limited transferability of membership interest.
    (a) General rule.--The interest of a member in a limited liability company constitutes the personal estate of the member and may be transferred or assigned ...
  • § 8925.  Taxation of limited liability companies.
    (a) General rule.--For the purposes of the imposition by the Commonwealth of any tax or license fee on or with respect to any income, property, ...
  • § 8926.  Certain specifically authorized debt terms.
    A limited liability company shall be subject to section 1510 (relating to certain specifically authorized debt terms) to the same extent as if it were ...

  • Subchapter D. Financial Provisions
  • § 8931.  Contributions to capital.
    (a) General rule.--An interest in a limited liability company may be issued in exchange for cash, tangible or intangible property, services rendered or a promissory ...
  • § 8932.  Distributions and allocation of profits and losses.
    A limited liability company may from time to time make distributions and allocate the profits and losses of its business to the members of the ...
  • § 8933.  Distributions upon an event of dissociation.
    Upon the occurrence of an event of dissociation which does not result in the dissolution of the limited liability company, a dissociating member is entitled ...
  • § 8934.  Distributions in kind.
    (a) No right to distribution in kind.--A member, regardless of the nature of the contribution of the member, has no right to demand and receive ...
  • § 8935.  Right to distribution.
    At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to ...

  • Subchapter E. Management and Members
  • § 8941.  Management.
    (a) General rule.--Except as provided in subsection (b), management of the business and affairs of a limited liability company shall be vested in its members. ...
  • § 8942.  Voting.
    (a) General rule.--Subject to subsection (b), the affirmative vote or consent of a majority of the members or managers of a limited liability company entitled ...
  • § 8943.  Duties of managers and members.
    (a) Companies without managers.--If the certificate of organization does not provide that the limited liability company shall be managed by managers, every member must account ...
  • § 8944.  Members.
    (a) General rule.--A limited liability company may have one or more members. (b) Classes of members.--An operating agreement may provide for: (1) classes or groups ...
  • § 8945.  Indemnification.
    (a) General rule.--Subject to such standards and restrictions, if any, as are set forth in the operating agreement, a limited liability company may and shall ...
  • § 8946.  Transactions by member or manager.
    (a) General rule.--A member or manager may be an employee or other representative of and engage in transactions with a limited liability company to the ...
  • § 8947.  Resignation of manager.
    A manager of a limited liability company may resign at any time, but if the resignation violates the operating agreement, the company may recover from ...
  • § 8948.  Limitation on dissociation or assignment of membership interest.
    § 8948. Limitation on dissociation or assignment of membership interest. Notwithstanding anything to the contrary set forth in this part, an operating agreement may provide ...

  • Subchapter F. Amendment of Certificate
  • § 8951.  Amendment of certificate of organization.
    (a) General rule.--The certificate of organization is amended by filing a certificate of amendment thereto in the Department of State. The certificate of amendment shall ...

  • Subchapter G. Mergers and Consolidations
  • § 8956.  Merger and consolidation of limited liability companies authorized.
    SUBCHAPTER G MERGERS AND CONSOLIDATIONS Sec. 8956. Merger and consolidation of limited liability companies authorized. 8957. Approval of merger or consolidation. 8958. Certificate of merger ...
  • § 8957.  Approval of merger or consolidation.
    (a) Preparation of plan of merger or consolidation.--A plan of merger or consolidation, as the case may be, shall be prepared, setting forth: (1) The ...
  • § 8958.  Certificate of merger or consolidation.
    (a) General rule.--Upon the adoption of the plan of merger or consolidation by the limited liability companies desiring to merge or consolidate, as provided in ...
  • § 8959.  Effect of merger or consolidation.
    (a) Single surviving or new limited liability company.--Upon the merger or consolidation becoming effective, the several limited liability companies parties to the merger or consolidation ...

  • Subchapter H. Division
  • § 8961.  Division authorized.
    (a) Division of domestic company.--Any domestic limited liability company may, in the manner provided in this subchapter, be divided into two or more domestic limited ...
  • § 8962.  Proposal and adoption of plan of division.
    (a) Preparation of plan.--A plan of division shall be prepared, setting forth: (1) The terms and conditions of the division, including the manner and basis ...
  • § 8963.  Division without member approval.
    Unless otherwise required by a written provision of the operating agreement, a plan of division that does not alter the state of organization of a ...
  • § 8964.  Certificate of division.
    (a) Contents.--Upon the adoption of a plan of division by the limited liability company desiring to divide, as provided in this subchapter, a certificate of ...
  • § 8965.  Effect of division.
    (a) Multiple resulting companies.--Upon the division becoming effective, the dividing company shall be subdivided into the distinct and independent resulting companies named in the plan ...

  • Subchapter I. Dissolution
  • § 8971.  Dissolution.
    (a) General rule.--A limited liability company is dissolved and its affairs shall be wound up upon the happening of the first to occur of the ...
  • § 8972.  Judicial dissolution.
    On application by or for a member, the court may order dissolution of a limited liability company whenever it is not reasonably practicable to carry ...
  • § 8973.  Winding up.
    (a) General rule.--Except as provided in subsection (b) and unless otherwise provided in the operating agreement, the affairs of a limited liability company shall be ...
  • § 8974.  Distribution of assets upon dissolution.
    (a) General rule.--In settling accounts after dissolution, the liabilities of the limited liability company shall be entitled to payment in the following order: (1) Those ...
  • § 8975.  Certificate of dissolution.
    (a) General rule.--When all debts, liabilities and obligations of the limited liability company have been paid and discharged or adequate provision has been made therefor ...
  • § 8976.  Effect of filing certificate of dissolution.
    (a) General rule.--Upon the filing of a certificate of dissolution, the existence of the limited liability company shall cease, except for the purpose of legal ...
  • § 8977.  Survival of remedies and rights after dissolution.
    (a) General rule.--The dissolution of a limited liability company shall not eliminate or impair any remedy available to or against the company or its managers ...
  • § 8978.  Dissolution by domestication.
    Whenever a domestic limited liability company has domesticated itself under the laws of another jurisdiction by action similar to that provided by section 8982 (relating ...

  • Subchapter J. Foreign Companies
  • § 8981.  Foreign limited liability companies.
    (a) General rule.--A foreign limited liability company shall be subject to Subchapter K of Chapter 85 (relating to foreign limited partnerships) as if it were ...
  • § 8982.  Domestication.
    (a) General rule.--Any qualified foreign limited liability company may become a domestic limited liability company by filing in the Department of State a certificate of ...

  • Subchapter K. Actions
  • § 8991.  Parties to actions.
    (a) General rule.--Suit may be brought by or against a limited liability company in its own name. (b) Members as parties.--A member of a company ...
  • § 8992.  Authority to sue.
    Suit on behalf of a limited liability company may be brought in the name of the company by: (1) Any member of the company, whether ...
  • § 8993.  Effect of lack of authority to sue.
    The lack of authority of a member or manager to sue on behalf of a limited liability company may not be asserted as a defense ...

  • Subchapter L. Restricted Professional Companies
  • § 8995.  Application and effect of subchapter.
    (a) General rule.--This subchapter shall be applicable to a limited liability company that is a restricted professional company. (b) Application to limited liability companies generally.-- ...
  • § 8996.  Restrictions.
    (a) Purposes of restricted professional companies.--A restricted professional company shall not engage in any business other than conducting the practice of the restricted professional service ...
  • § 8997.  Taxation of restricted professional companies.
    (a) General rule.--Except as provided in subsection (b) and in section 8925(b) (relating to taxation of limited liability companies), for the purposes of the imposition ...
  • § 8998.  Annual registration.
    (a) General rule.--Every domestic restricted professional company in existence on December 31 of any year and every qualified foreign restricted professional company that is registered ...

  • PART IV. UNINCORPORATED ASSOCIATIONS
    Chapter 91. Unincorporated Associations Generally
  • § 9101.  Customary parliamentary law applicable.
    Except as otherwise provided by statute or by the organic documents under which an unincorporated association is constituted, each unincorporated association shall be governed by ...
  • § 9102.  Funeral and similar benefits.
    Members of unincorporated associations paying periodic or funeral benefits shall not be individually liable for the payment of periodic or funeral benefits or other similar ...
  • § 9103.  Nontransferable membership interests.
    (a) General rule.--For the purpose of encouraging lawful associational activity among agricultural and industrial workers through the organization of unincorporated associations for mutual benefit insurance, ...

  • Chapter 93. Professional Associations
  • § 9301.  Short title of chapter.
    This chapter shall be known and may be cited as the Professional Association Act of 1988. ...
  • § 9302.  Application of chapter.
    This chapter shall apply to and the word "association" in this chapter shall mean a professional association organized under the act of August 7, 1961 ...
  • § 9303.  Definitions.
    The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates ...
  • § 9304.  Purpose of association.
    An association may be organized only for the purpose of rendering the one specific kind of professional service its associates are authorized to render, and ...
  • § 9305.  Articles of association.
    (a) General rule.--The articles of association shall contain the name of the association, the names and addresses of all of the associates, the address of ...
  • § 9306.  Board of governors.
    The associates shall elect a board of governors which shall manage all of the affairs of the association. The membership of the board of governors ...
  • § 9307.  Bylaws.
    The associates shall adopt bylaws to regulate the affairs of the association. The bylaws shall provide for: (1) The method of election of the members ...
  • § 9308.  Employees.
    The board of governors may engage such employees as it deems necessary for the operation of the association. An employee shall not be engaged to ...
  • § 9309.  Compensation.
    The board of governors shall have the right to establish the amount and method of compensation of all of the employees. ...
  • § 9310.  Distribution of excess earnings.
    The board of governors may establish what portion of excess earnings of the association shall be distributed among the associates. Any distribution of excess earnings ...
  • § 9311.  Interests of associates.
    The portion of ownership of each associate in an association shall be evidenced by an ownership certificate. ...
  • § 9312.  Transfer of interests.
    Any associate or the personal representative of his estate may transfer, in whole or in part, his interest in an association only to a transferee ...
  • § 9313.  Redemption of interests.
    An association may, upon agreement with any associate (including any associate who has been expelled) or the personal representative of his estate, redeem the interest ...
  • § 9314.  Term of existence.
    An association may be organized for any term of years or its existence may be perpetual. Neither death, bankruptcy, resignation, expulsion, insanity, retirement nor transfer ...
  • § 9315.  Name.
    The associates may adopt any name for their association which is not contrary to law or the ethics of their profession. ...
  • § 9316.  Voting of associates.
    At any meeting of the associates of an association, each associate shall have the right to vote according to his proportionate ownership in the association. ...
  • § 9317.  Liability of associates.
    (a) Joint and several liability.--All of the associates of an association are liable, jointly and severally, for: (1) The torts of any agent or employee ...
  • § 9318.  Professional disqualifications.
    If any agent or employee of the association engaged for the purpose of rendering professional services or any associate becomes legally disqualified to render professional ...
  • § 9319.  Dissolution.
    (a) General rule.--An association shall be dissolved only upon the occurrence of one of the following: (1) Expiration of the term of existence as provided ...

  • PART V. BUSINESS TRUSTS
    Chapter 95. Business Trusts
  • § 9501.  Application and effect of chapter.
    (a) General rule.-- (1) Unless the context clearly indicates otherwise, this chapter shall apply to and the words "business trust" in this chapter shall mean ...
  • § 9502.  Creation, status and termination of business trusts.
    (a) Creation.--A business trust may be created in real or personal property, or both, with power in the trustee: (1) To receive title to, hold, ...
  • § 9503.  Documentation of trust.
    (a) General rule.--A business trust shall not be valid unless created by deed of trust or other written instrument subscribed by one or more individuals, ...
  • § 9504.  Registered office.
    (a) General rule.--The instrument shall set forth, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the ...
  • § 9505.  Trustees.
    (a) Succession of trustees.--An instrument may provide for the succession of title to any trust property not titled in the name of the trust to ...
  • § 9506.  Liability of trustees and beneficiaries.
    (a) General rule.-- (1) Except as otherwise provided in the instrument, the beneficiaries of a business trust shall be entitled to the same limitation of ...
  • § 9507.  Foreign business trusts.
    (a) General rule.--A business trust organized under any laws other than those of this Commonwealth shall be subject to Subchapters B (relating to qualification) and ...

Last modified: November 22, 2007