15 Pennsylvania Consolidated Statutes Chapter 19 - Fundamental Changes

• Chapter Notes

Subchapter A.  Preliminary Provisions

• Section 1901 - Omission Of Certain Provisions From Filed Plans (Deleted By Amendment)
  § 1901. Omission of certain provisions from filed plans (Deleted by amendment). 2014 Amendment. Section 1901 was deleted by amendment October 22, 2014, P.L.2640,...
• Section 1902 - Statement Of Termination
  (a) General rule.--If articles of amendment have been filed in the department prior to the termination of the amendment pursuant to provisions therefor set...
• Section 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...
• Section 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,...
• Section 1905 - Proposal Of Fundamental Transactions
  Where any provision of this chapter requires that an amendment of the articles or the dissolution of a business corporation be proposed or approved...
• Section 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 contain a provision classifying the holders of shares of a class or...
• Section 1907 - Purpose Of Fundamental Transactions
  A transaction under this chapter does not require an independent business purpose in order for the transaction to be lawful. (July 9, 2013, P.L.476,...
• Section 1908 - Submission Of Matters To Shareholders
  A business corporation may agree, in record form, to submit an amendment or other matter to its shareholders whether or not the board of...

Subchapter B.  Amendment of Articles

• Section 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...
• Section 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...
• Section 1913 - Notice Of Meeting Of Shareholders
  (a) General rule.--Notice in record form of the meeting of shareholders of a business corporation that will act on the proposed amendment must be...
• Section 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...
• Section 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...
• Section 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)....

Subchapter C.  Merger Liabilities and Sale of Assets

• Section 1921 - Merger And Consolidation Authorized (Repealed)
  § 1921. Merger and consolidation authorized (Repealed). 2014 Repeal. Section 1921 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
• Section 1922 - Plan Of Merger Or Consolidation (Repealed)
  § 1922. Plan of merger or consolidation (Repealed). 2014 Repeal. Section 1922 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
• Section 1923 - Notice Of Meeting Of Shareholders (Repealed)
  § 1923. Notice of meeting of shareholders (Repealed). 2014 Repeal. Section 1923 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
• Section 1924 - Adoption Of Plan (Repealed)
  § 1924. Adoption of plan (Repealed). 2014 Repeal. Section 1924 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
• Section 1925 - Authorization By Foreign Corporations (Repealed)
  § 1925. Authorization by foreign corporations (Repealed). 2014 Repeal. Section 1925 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
• Section 1926 - Articles Of Merger Or Consolidation (Repealed)
  § 1926. Articles of merger or consolidation (Repealed). 2014 Repeal. Section 1926 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
• Section 1927 - Filing Of Articles Of Merger Or Consolidation (Repealed)
  § 1927. Filing of articles of merger or consolidation (Repealed). 2014 Repeal. Section 1927 was repealed October 22, 2014, P.L.2640, No.172, effective July 1,
• Section 1928 - Effective Date Of Merger Or Consolidation (Repealed)
  § 1928. Effective date of merger or consolidation (Repealed). 2014 Repeal. Section 1928 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
• Section 1929 - Effect Of Merger Or Consolidation (Repealed)
  § 1929. Effect of merger or consolidation (Repealed). 2014 Repeal. Section 1929 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
• Section 1929.1 - Limitations On Asbestos-related Liabilities Relating To Certain Mergers Or Consolidations
  (a) Limitation on successor asbestos-related liabilities.-- (1) Except as further limited in paragraph (2), the cumulative successor asbestos-related liabilities of a domestic business corporation...
• Section 1930 - Dissenters Rights (Repealed)
  § 1930. Dissenters rights (Repealed). 2014 Repeal. Section 1930 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
• Section 1931 - Share Exchanges (Repealed)
  § 1931. Share exchanges (Repealed). 2014 Repeal. Section 1931 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
• Section 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,...

Subchapter D.  Division (Repealed)

• Section 1951 - § 1957 - (Repealed)
  2014 Repeal. Subchapter D (§§ 1951 - 1957) was added December 21, 1988, P.L.1444, No.177, and repealed October 22, 2014, P.L.2640, No.172, effective July...

Subchapter E.  Conversion (Repealed)

• Section 1961 - § 1966 - (Repealed)
  2014 Repeal. Subchapter E (§§ 1961 - 1966) was added December 21, 1988, P.L.1444, No.177, and repealed October 22, 2014, P.L.2640, No.172, effective July...

Subchapter F.  Voluntary Dissolution and Winding Up

• Section 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...
• Section 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...
• Section 1973 - Notice Of Meeting Of Shareholders
  (a) General rule.--Notice in record form of the meeting of shareholders that will consider the resolution recommending dissolution of the business corporation must be...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 1980 - Dissolution By Domestication (Repealed)
  § 1980. Dissolution by domestication (Repealed). 2014 Repeal. Section 1980 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

Subchapter G.  Involuntary Liquidation and Dissolution

• Section 1981 - Proceedings Upon Application Of Shareholder Or Director
  (a) General rule.--Upon application filed by a shareholder or director of a business corporation, the court may entertain proceedings for the involuntary winding up...
• Section 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...
• Section 1983 - (Reserved)
• Section 1984 - Appointment Of Receiver Pendente Lite And Other Interim Powers
  Upon the filing of an application under this subchapter, the court may issue injunctions, appoint a receiver pendente lite with such powers and duties...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...

Subchapter H.  Postdissolution Provision for Liabilities

• Section 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...
• Section 1991.1 - Authority Of Board Of Directors
  (a) General rule.--The board of directors of a business corporation that has elected to proceed under this subchapter shall have full power to wind...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 1998 - Liability Of Shareholders (Repealed)
  § 1998. Liability of shareholders (Repealed). 1992 Repeal. Section 1998 was repealed December 18, 1992, P.L.1333, No.169, effective in 60 days.

Last modified: October 8, 2016