15 Pennsylvania Consolidated Statutes Chapter 23 - Statutory Close Corporations

• Chapter Notes

Subchapter A.  Preliminary Provisions

• Section 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...
• Section 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...
• Section 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:...
• Section 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 a statutory close corporation shall provide that neither the...
• Section 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 under this chapter by amending its articles so that they shall contain, in...
• Section 2306 - Limitations On Continuation Of Statutory Close Corporation Status
  A statutory close corporation continues to be such and to be subject to this chapter until: (1) it terminates its status as a statutory...
• Section 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 such and cease to be subject to this chapter by amending its...
• Section 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 close corporation are issued or transferred to any person who is not entitled under any provision...
• Section 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 which the provision included in the articles of a statutory close corporation pursuant to...

Subchapter B.  Shares

• Section 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...
• Section 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,...
• Section 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...
• Section 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 to share transfer restrictions) and a restriction on transfer of a security of a...
• Section 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...

Subchapter C.  Powers, Duties and Safeguards

• Section 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...
• Section 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...
• Section 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 corporation on deadlock or other cause), the court,...
• Section 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...
• Section 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...
• Section 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...
• Section 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...

Last modified: October 8, 2016