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.