15 Pa.C.S. § 109 — PA Code / Title 15 / Chapter 1 / Section 109
Name of commercial registered office provider in lieu of registered address.
Status: in_force

(a) General rule.--Where any provision of this title authorizes or requires the inclusion of a registered office address in any document filed in the Department of State, the person filing the document may substitute in lieu thereof the term "c/o" followed by:

(1) The name of an association or a division thereof that has filed in the department, and not withdrawn, a statement of address of commercial registered office.

(2) The name of any county of this Commonwealth and a statement that the registered office of the association represented shall be deemed for venue and official publication purposes to be located in the county so named. For venue and official publication purposes, the county so named shall control over the address contained in the currently applicable statement filed under subsection (b).

(b) Statement of address of commercial registered office.--A domestic or registered foreign association engaged in the business of maintaining registered offices in this Commonwealth for corporations or other associations may file in the department a statement of address of commercial registered office executed by the representing association or a division thereof and setting forth:

(1) The name of the representing association.

(2) The form of organization of the representing association.

(3) A statement that it is in the business of maintaining registered offices in this Commonwealth for corporations or other associations.

(4) The address, including street and number, if any, of a place of business of the representing association in this Commonwealth to which communications and other matters directed to each person represented by it may be delivered.

(c) Change or withdrawal.--A representing association that has effected a filing in the department under subsection (b) may:

(1) Amend the filing by filing in the department a superseding statement of address of commercial registered office.

(2) Withdraw its filing under subsection (b) and cease to provide registered office service by filing in the department a statement of termination of commercial registered office setting forth:

(i) The name of the representing association.

(ii) A statement that it has ceased to be in the business of maintaining registered offices in this Commonwealth for corporations and other associations.

(d) Action by and notice to association.--It is not necessary for an association represented to take any action in connection with a change or withdrawal effected under subsection

(c), but a representing association that has effected a filing under subsection (c) (other than to reflect a change in the information required by subsection (b)(2)) shall promptly file a statement of change of registered office by agent under section 108 (relating to change in location or status of registered office provided by agent) with respect to each association represented. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015) 2014 Amendment. Act 172 amended subsec. (b). 1990 Amendment. Act 198 amended subsecs. (c) and (d). Cross References. Section 109 is referred to in sections 102, 138, 146, 227, 335, 345, 355, 366, 375, 383, 411, 412, 413, 415, 418, 1103, 1306, 1311, 1341, 1507, 1911, 1915, 1971, 1977, 2309, 2905, 4124, 4129, 5103, 5306, 5311, 5341, 5507, 5911, 5915, 5971, 5977, 6124, 6129, 7306, 7502, 7704, 8201, 8433, 8434, 8474, 8482, 8621, 8622, 8625, 8636, 8665, 8681.1, 8682, 8821, 8822, 8825, 8832, 8833, 8872, 8878, 9504 of this title.
15 Pa.C.S. § 1103 — PA Code / Title 15 / Chapter 11 / Section 1103
Definitions.
Status: in_force

(a) General 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 when used in Part I (relating to preliminary provisions) or in this subpart shall have the meanings given to them in this section unless the context clearly indicates otherwise: "Act" or "action." (Deleted by amendment).

"Amendment." An amendment of the articles.

"Articles." The original articles of incorporation, all amendments thereof and any other articles, statements or certificates permitted or required to be filed in the Department of State by sections 108 (relating to change in location or status of registered office provided by agent) and 138 (relating to statement of correction), Chapter 3 (relating to entity transactions) or this subpart and including what have heretofore been designated by law as certificates of incorporation or charters. If an amendment of the articles or a statement filed under Chapter 3 restates articles in their entirety, thenceforth the "articles" shall not include any prior documents and any certificate issued by the department with respect thereto shall so state.

"Authorized shares." The shares of all classes that the corporation is authorized to issue. "Banking institution" or "domestic banking institution." (Deleted by amendment). "Board of directors" or "board." The persons selected under section 1725 (relating to selection of directors) irrespective of the name by which the group is designated in the articles. See section 1731(c) (relating to executive and other committees of the board). "Business corporation" or "domestic business corporation." A domestic corporation for profit that is not excluded from the scope of this subpart by section 1102 (relating to application of subpart).

"Business development credit corporation." A domestic corporation for profit that is a corporation as defined in the act of December 1, 1959 (P.L.1647, No.606), known as the Business Development Credit Corporation Law.

"Bylaws." See section 1504(c) (relating to adoption, amendment and contents of bylaws).

"Closely held corporation." A business corporation that:

(1) has not more than 30 shareholders; or

(2) is a statutory close corporation. Shares that are held jointly or in common or in trust by two or more persons, as fiduciaries or otherwise, or that are held by spouses shall be deemed to be held by one shareholder for the purposes of this definition.

"Corporation for profit." (Deleted by amendment).

"Corporation not-for-profit." (Deleted by amendment).

"Court." (Deleted by amendment).

"Credit union." (Deleted by amendment).

"Department." (Deleted by amendment).

"Directors." The term, when used in relation to any power or duty requiring collective action, shall be construed to mean

"board of directors."

"Dissenters rights." (Deleted by amendment). "Dissolve" or "dissolution." The termination of corporate existence effected by:

(1) filing of articles of dissolution in the department under this subpart by the corporation or by the office of the clerk of the court of common pleas;

(2) expiration of the term of existence of a corporation by reason of any limitation contained in its articles;

(3) forfeiture by proclamation of the Governor under section 1704 of the act of April 9, 1929 (P.L.343, No.176), known as The Fiscal Code, or otherwise;

(4) filing of a certified copy of a decree of dissolution in the department under the former act of April

9, 1856 (P.L.293, No.308), entitled "Supplement to the acts relating to incorporations by the Courts of Common Pleas," or otherwise; or

(5) judgment of ouster, upon proceedings in quo warranto, under former provisions of law.

"Distribution." A direct or indirect transfer of money or other property (except its own shares or options, rights or warrants to acquire its own shares) or incurrence of indebtedness by a corporation to or for the benefit of any or all of its shareholders in respect of any of its shares whether by dividend or by purchase, redemption or other acquisition of its shares or otherwise. Neither the making of, nor payment or performance upon, a guaranty or similar arrangement by a corporation for the benefit of any or all of its shareholders nor a direct or indirect transfer or allocation of assets or liabilities effected under Chapter 3 (relating to entity transactions) or Subchapter B or C of Chapter 19 (relating to fundamental changes) with the approval of the shareholders shall constitute a distribution for the purposes of this subpart.

"Domestic corporation for profit." (Deleted by amendment).

"Domestic corporation not-for-profit." (Deleted by amendment).

"Employee." Includes officers but not directors, as such. See section 1730 (relating to compensation of directors) as to acceptance by a director of duties that make him also an employee.

"Entitled to vote." Those persons entitled to vote on the matter under either the bylaws of the corporation or any applicable controlling provision of law. The term includes those persons entitled at the time to vote on the matter under a plan or the terms of a fundamental transaction where dissenters rights are not available under section 1571(b)(2)(ii) (relating to application and effect of subchapter).

"Exchange Act." The Securities Exchange Act of 1934 (48 Stat. 881, 15 U.S.C. § 78a et seq.).

"Fair value." In the case of shares, fair value as determined under the standards and procedures provided by
15 Pa.C.S. § 5793 — PA Code / Title 15 / Chapter 57 / Section 5793
Review of contested corporate action.
Status: in_force

(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) Powers and procedures.--By entering an appropriate order, the court may enforce the production of any books, papers and records of the corporation and other relevant evidence that may relate to the issue. The court shall provide for notice of the pendency of the proceedings under this section to all persons affected thereby. If it is determined that no valid corporate action has been taken, the court may order a meeting to be held in accordance with section 5792 (relating to proceedings prior to corporate action).

(c) Cross reference.--See section 6145 (relating to applicability of certain safeguards to foreign domiciliary corporations). (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days)
15 Pa.C.S. § 4141 — PA Code / Title 15 / Chapter 41 / Section 4141
Penalty for doing business without certificate of authority (Repealed).
Status: repealed

2014 Repeal. Section 4141 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
15 Pa.C.S. § 227 — PA Code / Title 15 / Chapter 2 / Section 227
Statement of validation.
Status: in_force

(a) General rule.--If a defective entity action ratified under this subchapter would have required under any other section of this title a filing in accordance with this title, the ratifying entity shall deliver to the department for filing a statement of validation in accordance with this section, regardless of whether a filing was previously made in respect of the defective entity action and in lieu of a filing otherwise required by this title. The statement of validation shall serve to amend or substitute for any other filing with respect to the defective entity action required by this title.

(b) Contents.--The statement of validation must be signed by the ratifying entity and set forth:

(1) the name of the ratifying entity;

(2) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address of its registered office, including street and number, if any, in this Commonwealth;

(3) the defective entity action that is the subject of the statement of validation, including, in the case of any defective entity action involving the issuance of putative interests, the number and type of putative interests issued and the date or dates upon which the putative interests were purported to have been issued;

(4) the date of the defective entity action;

(5) the nature of the failure of authorization in respect of the defective entity action;

(6) a statement that the defective entity action was ratified in accordance with this subchapter, including the date on which the governors ratified the defective entity action and the date, if any, on which the interest holders approved the ratification of the defective entity action; and

(7) the following information with respect to previous documents delivered to the department by the ratifying entity or by a previous entity:

(i) if a document was previously filed by the department in respect to the defective entity action and no changes to the filing are required to give effect to the ratification of the defective entity action, the statement of validation must:

(A) state the name of the entity filing the statement of validation and the statute under which it was incorporated or formed;

(B) state the name, title and filing date of the filing previously made and any previous statement of correction to that filing; and

(C) have attached a copy of the filing previously made, together with any previous statement of correction to that filing.

(ii) if a document was previously filed by the department in respect to the defective entity action and the filing requires a change to give effect to the ratification of the defective entity action, the statement of validation must:

(A) state the name of the entity filing the statement of validation and the statute under which it was incorporated or formed;

(B) state the name, title and filing date of the filing previously made and any previous statement of correction to that filing;

(C) have attached a filing containing all of the information required to be included under the applicable section or sections of this title to give effect to the defective entity action; and

(D) state the date and time that the filing attached to the statement of validation is deemed to have become effective; or

(iii) if a document was not previously filed by the department in respect to the defective entity action and the defective entity action would have required a filing under any other section of this title, the statement of validation must:

(A) state the name of the entity filing the statement of validation and the statute under which it was incorporated or formed;

(B) have attached a document containing all of the information required to be included under the applicable section or sections of this title to give effect to the defective entity action; and

(C) state the date and time that the document is deemed to have become effective.

(c) Additional filing fee.--In addition to the filing fee required under section 153 (relating to fee schedule) for the statement of validation, if the statement of validation relates to a situation described in subsection (b)(7)(iii), the entity shall also pay a fee equal to the filing fee for that document required by section 153 at the time the statement of validation is delivered for filing. (Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 added section 227. Cross References. Section 227 is referred to in sections 153, 221 of this title.
15 Pa.C.S. § 206 — PA Code / Title 15 / Chapter 2 / Section 206
Increases in capital stock.
Status: in_force

Within 30 days after any increase in the capital stock of an insurance corporation, the corporation shall report the increase to the Insurance Department on a form for that purpose prescribed by regulation by the department.
15 Pa.C.S. § 8449 — PA Code / Title 15 / Chapter 84 / Section 8449
Continuation of partnership beyond definite term or particular undertaking.
Status: in_force

(a) Effect of continuation.--If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(b) Presumed agreement to continue partnership.--If the partners, or those partners who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
15 Pa.C.S. § 5744 — PA Code / Title 15 / Chapter 57 / Section 5744
Procedure for effecting indemnification.
Status: in_force

Unless ordered by a court, any indemnification under section 5741 (relating to third-party actions) or 5742 (relating to derivative and corporate actions) shall be made by the nonprofit corporation only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because he has met the applicable standard of conduct set forth in those sections. The determination shall be made:

(1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding;

(2) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion;

(3) by such other body as may be provided in the bylaws; or

(4) by the members. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)
15 Pa.C.S. § 8695 — PA Code / Title 15 / Chapter 86 / Section 8695
Proceeds and expenses.
Status: in_force

(a) Proceeds.--Except as provided in subsection (b):

(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the plaintiff; and

(2) if the plaintiff or its counsel receives any proceeds, the proceeds shall be remitted immediately to the partnership.

(b) Expenses.--If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited partnership, but in no event shall the attorney fees awarded exceed a reasonable proportion of the value of the relief, including nonpecuniary relief, obtained by the plaintiff for the limited partnership.

(c) Cross reference.--See section 8615(c)(7) (relating to contents of partnership agreement).
15 Pa.C.S. § 5702.1 — PA Code / Title 15 / Chapter 57 / Section 5702.1
Optional procedures for giving of notice (Repealed).
Status: repealed

1990 Repeal. Section 5702.1 was repealed December 19, 1990, P.L.834, No.198, effective immediately.
15 Pa.C.S. § 8204 — PA Code / Title 15 / Chapter 82 / Section 8204
Limitation on liability of partners.
Status: in_force

(a) General rule.--Except as provided in subsection (b), a partner in a limited liability partnership or limited liability limited partnership shall not be liable directly or indirectly, whether by way of indemnification, contribution or otherwise, under an order of court or in any other manner for any debts, obligations or other liabilities of, or chargeable to, the partnership, whether sounding in contract or tort or otherwise,

that arise while the registration of the partnership under this subchapter is in effect.

(b) Exceptions.--

(1) (Repealed).

(2) Subsection (a) shall not affect the liability of a partner:

(i) Individually for any negligent or wrongful acts or misconduct committed by the partner.

(ii) For any debts, obligations or other liabilities of the partnership:

(A) (Deleted by amendment)

(B) as to which the partner has agreed in record form to be liable; or

(C) that:

(I) arose before February 21, 2017; and (II) did not arise from any negligent or wrongful acts or misconduct committed by a partner or other representative of the partnership.

(iii) To the extent expressly undertaken in the partnership agreement or the certificate of limited partnership.

(3) Subsection (a) shall not affect in any way:

(i) the liability of the partnership itself for all its debts, obligations and other liabilities;

(ii) the availability of the entire assets of the partnership to satisfy its debts, obligations and other liabilities; or

(iii) any obligation undertaken by a partner in record form to individually indemnify another partner of the partnership or to individually contribute toward a liability of another partner.

(c) Continuation of limited liability.--Neither the termination of the registration of a partnership under this subchapter nor the dissolution, winding up or termination of the partnership shall affect the limitation on the liability of a partner in the partnership under this section with respect to debts, obligations and other liabilities that arose while the registration under this subchapter was in effect.

(d) Proper parties.--A partner in a limited liability partnership or limited liability limited partnership is not a proper party to an action or proceeding by or against the partnership, the object of which is to recover damages or enforce debts, obligations or other liabilities for which the partner is not liable.

(e) Cross reference.--See section 103 (relating to subordination of title to regulatory laws). (June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References. Section 8204 is referred to in sections 8436, 8644 of this title.
15 Pa.C.S. § 2925 — PA Code / Title 15 / Chapter 29 / Section 2925
Professional relationship retained.
Status: in_force

(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, duties and liabilities between the person furnishing professional services and the person receiving professional services and to the standards for professional conduct, including the law of this Commonwealth applicable to the confidential relationship, if any, between the person rendering professional services and the person receiving professional services, and all confidential relationships enjoyed under statutes heretofore or hereafter enacted shall remain inviolate.

(b) Professional liability unaffected.--Any officer, shareholder, employee or agent of a professional corporation shall remain personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him or by any person under his direct supervision and control while rendering professional services on behalf of the corporation to the person for whom the professional services were being rendered.

(c) Liability of corporation.--The professional corporation shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, shareholders, employees or agents while they are engaged on behalf of the corporation in rendering professional services.

(d) Liability of shareholders.--Unless otherwise provided in its articles, shares of a professional corporation shall be nonassessable and a holder or owner of shares of a professional corporation shall not be under any liability to the professional corporation with respect to the shares. A holder or owner of shares of a professional corporation shall not be under any liability to any creditor thereof except as provided in subsection (b).

(e) Disciplinary jurisdiction unaffected.--A professional corporation shall be subject to the applicable rules and regulations adopted by, and all the disciplinary powers of, the court, department, board, commission or other government unit regulating the profession in which the corporation is engaged. The court, department, board or other government unit may require that a professional corporation include in its articles provisions that conform to any rule or regulation heretofore or hereafter promulgated for the purpose of enforcing the ethics of a profession, but, unless otherwise provided by statute, a rule or regulation shall not require the issuance by the corporation of assessable shares or require the inclusion of

any provision in the articles that is inconsistent with the provisions of Article B (relating to domestic business corporations generally) as modified by this chapter. This chapter shall not affect or impair the disciplinary powers of the court, department, board, commission or other government unit over licensed persons or any law, rule or regulation pertaining to the standards for professional conduct of licensed persons or to the professional relationship between any licensed person rendering professional services and the person receiving professional services. (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days) 1992 Amendment. Act 169 amended subsec. (b), relettered part of subsec. (b) to subsec. (c), relettered and amended parts of subsec. (b) to subsec. (d) and relettered former subsec. (c) to subsec. (e). Cross References. Section 2925 is referred to in sections 1526, 8705, 8834, 9506 of this title.
15 Pa.C.S. § 207 — PA Code / Title 15 / Chapter 2 / Section 207
Administrative procedure.
Status: in_force

(a) General rule.--Every application for a certificate of authority or other approval by the Insurance Department under this division shall be made to the department in writing and shall be in such form as the procedural regulations of the department may require.

(b) Standards for approval.--A certificate of authority or other approval under this division shall be issued by order of the department only if and when the department shall find and determine that the application complies with the provisions of this division and the procedural regulations of the department thereunder.

(c) Procedure before department.--For the purpose of enabling the department to make the finding or determination required by subsection (b), the department shall afford reasonable notice and opportunity for hearing, which shall be public, and, before or after any such hearing, it may make such inquiries, audits and investigations, and may require the submission of such supplemental studies and information, as it may deem necessary or proper to enable it to reach a finding or determination. The department, in granting a certificate of authority or other approval, may impose such conditions as it may deem to be just and reasonable. In every case the department shall make a finding or determination in writing, stating whether or not the application has been approved, and, if it has been approved in part only, specifying the part which has been approved and the part which has been denied. Any holder of a certificate of authority or other approval, exercising the authority conferred thereby, shall be deemed to have waived any and all objections to the terms and conditions of such certificate or other approval.

(d) Judicial review.--Orders of the department upon an application for a certificate of authority or other approval under this section shall be subject to judicial review in the manner and within the time provided or prescribed by law.
15 Pa.C.S. § 5750 — PA Code / Title 15 / Chapter 57 / Section 5750
Duration and extent of coverage.
Status: in_force

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 a person who has ceased to be a representative of the corporation and shall inure to the benefit of the heirs and personal representative of that person. A right to indemnification or to advancement of expenses arising under a provision of the articles or bylaws may not be eliminated or impaired by an amendment to or repeal of the provision after the occurrence of an act that is the subject of the threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of the act explicitly authorizes the elimination or impairment after an act has occurred.

(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
15 Pa.C.S. § 2576 — PA Code / Title 15 / Chapter 25 / Section 2576
Enforcement actions.
Status: in_force

(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 equity security or by any holder of any equity security of the corporation in the name and on behalf of the corporation if the corporation fails or refuses to bring the action within 60 days after written request by a holder or shall fail to prosecute the action diligently. If a judgment requiring the payment of any such profits is entered, the party bringing such action shall recover all costs, including reasonable attorney fees, incurred in connection with enforcement of this subchapter.

(b) Jurisdiction.--By engaging in the activities necessary to become a controlling person or group and thereby becoming a controlling person or group, the person or group and all persons participating in the group consent to personal jurisdiction in the courts of this Commonwealth for enforcement of this subchapter. Courts of this Commonwealth may exercise personal jurisdiction over any controlling person or group in actions to enforce this subchapter. The terms of this section shall be supplementary to the provisions of 42 Pa.C.S. §§ 5301 (relating to persons) through 5322 (relating to bases of personal jurisdiction over persons outside this Commonwealth) and, for the purpose of this section, 42 Pa.C.S. § 5322(a)(7)(iv) shall be deemed to include a controlling person or group as defined in section 2573 (relating to definitions). Service of process may be made upon such persons outside this Commonwealth in accordance with the procedures specified by 42 Pa.C.S. § 5323 (relating to service of process on persons outside this Commonwealth).

(c) Limitation.--Any action to enforce this subchapter shall be brought within two years from the date any profit recoverable by the corporation was realized. (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

1990 Amendment. Act 198 renumbered section 2575 to section 2576.
15 Pa.C.S. § 9311 — PA Code / Title 15 / Chapter 93 / Section 9311
Interests of associates.
Status: in_force

The portion of ownership of each associate in an association shall be evidenced by an ownership certificate.
15 Pa.C.S. § 511 — PA Code / Title 15 / Chapter 5 / Section 511
Application and effect of subchapter.
Status: in_force

(a) General rule.--This subchapter applies to and the terms "corporation" or "domestic corporation" in this subchapter mean:

(1) A banking institution.

(2) A credit union.

(3) A fraternal benefit society.

(b) Alternative provisions.--Section 516 (relating to alternative standard) shall not be applicable to any corporation to which section 515 (relating to exercise of powers generally) is applicable. Section 515 shall be applicable to any corporation except a corporation:

(1) the bylaws of which, by amendment adopted by the board of directors on or before July 26, 1990, and not subsequently rescinded by an articles amendment, explicitly provide that section 515 or corresponding provisions of prior law shall not be applicable to the corporation; or

(2) the articles of which explicitly provide that section 515 or corresponding provisions of prior law shall not be applicable to the corporation.

(c) Reversal of opt-out.--A provision of the articles or bylaws providing that section 515 or corresponding provisions of prior law shall not be applicable to the corporation and may be rescinded pursuant to the procedures required by the organic law of the corporation and the articles and bylaws at the time of the rescission to amend the articles or bylaws. (Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 amended subsec. (a) and added subsec. (c). Cross References. Section 511 is referred to in sections 515, 516, 1711 of this title.
15 Pa.C.S. § 8244 — PA Code / Title 15 / Chapter 82 / Section 8244
Liability of partner when claim against partnership barred.
Status: in_force

If a claim against a dissolved limited liability partnership is barred under this subchapter, any corresponding claim under sections 8436 (relating to partner's liability), 8473 (relating to liability of person dissociated as partner to other persons) and 8485 (relating to liability after dissolution) is also barred.
15 Pa.C.S. § 8202 — PA Code / Title 15 / Chapter 82 / Section 8202
Definitions.
Status: in_force

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 otherwise:

"Distribution." A direct or indirect transfer of money or other property or incurrence of indebtedness by a limited liability partnership to a person on account of a transferable interest or in a person's capacity as a partner. The term:

(1) includes:

(i) a redemption or other purchase by a partnership of a transferable interest; and

(ii) a transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the partnership's business or to have access to records or other information concerning the partnership's business; and

(2) does not include:

(i) amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program;

(ii) the making of, or payment or performance on, a guaranty or similar arrangement by a partnership for the benefit of any or all of its partners;

(iii) a direct or indirect allocation or transfer effected under Chapter 3 (relating to entity transactions) with the approval of the partners; or

(iv) a direct or indirect transfer of:

(A) a governance or transferable interest; or

(B) options, rights or warrants to acquire a governance or transferable interest.

"Foreign registered limited liability partnership." (Deleted by amendment).

"Partner." Includes a person who is or was a partner in a limited liability partnership or a general partner in a limited liability limited partnership at any time while the registration of the partnership under this subchapter is or was in effect. "Registered limited liability partnership" or "domestic registered limited liability partnership." (Deleted by amendment). (June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References. Section 8202 is referred to in section 8231 of this title.
15 Pa.C.S. § 8611 — PA Code / Title 15 / Chapter 86 / Section 8611
Short title and application of chapter.
Status: in_force

(a) Short title.--This chapter may be cited as the Pennsylvania Uniform Limited Partnership Act of 2016.

(b) Initial application.--Before April 1, 2017, this chapter governs only:

(1) a limited partnership formed on or after February 21, 2017; and

(2) except as provided under subsections (c) and (d), a limited partnership formed before February 21, 2017, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.

(c) Full effective date.--Except as provided in subsections

(d) and (e), on and after April 1, 2017, this chapter governs all limited partnerships.

(d) Transitional provisions.--With respect to a limited partnership formed before February 21, 2017, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:

(1) Section 8620(c) (relating to characteristics of limited partnership) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before February 21, 2017.

(2) Sections 8661 (relating to dissociation as limited partner) and 8662 (relating to effects of dissociation as limited partner) do not apply and a limited partner has the same right and power to dissociate from the limited

partnership, with the same consequences, as existed immediately before February 21, 2017.

(3) Section 8663(a)(4) (relating to dissociation as general partner) shall not apply.

(4) Section 8663(a)(5) shall not apply and the court has the same power to expel a general partner as the court had immediately before February 21, 2017.

(5) Section 8681(a)(3) (relating to events causing dissolution) shall not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before February 21, 2017.

(e) Liabilities to third parties.--With respect to a limited partnership that elects under subsection (b)(2) to be subject to this chapter, after the election takes effect, the provisions of this chapter relating to the liability of the limited partnership's general partners to third parties apply:

(1) before April 1, 2017, to:

(i) a third party that had not done business with the limited partnership in the year before the election took effect; and

(ii) a third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has been notified of the election; and

(2) on and after April 1, 2017, to all third parties, except that those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(ii).

(f) References to withdrawal.--A reference in the organic rules of a limited partnership to the withdrawal of a general partner or limited partner shall be deemed to be a reference to the dissociation of the partner.

(g) Cross reference.--See section 8615 (relating to contents of partnership agreement). (Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 relettered former subsec. (f) to subsec. (g) and added present subsec. (f). Cross References. Section 8611 is referred to in sections 8612, 8615, 8620, 8661, 8662, 8663, 8681 of this title.
15 Pa.C.S. § 1783 — PA Code / Title 15 / Chapter 17 / Section 1783
Special litigation committee.
Status: in_force

(a) General rule.--If a business corporation or the board of directors receives a demand to bring an action to enforce a right of the corporation, or if a derivative action is commenced before demand has been made on the corporation or the board, the board may appoint a special litigation committee to investigate the claims asserted in the demand or action and to determine on behalf of the corporation or recommend to the board whether pursuing any of the claims asserted is in the best interests of the corporation. The corporation must deliver a notice in record form to the person making the demand, or to the plaintiff if a derivative action has been commenced, promptly after the appointment of a committee under this section

notifying the person making the demand or the plaintiff that a committee has been appointed and identifying by name the members of the committee. A committee may not be appointed under this section if every shareholder of the corporation is also a director of the corporation.

(b) Discovery stay.--If the board of directors appoints a special litigation committee and an action is commenced before a determination has been made under subsection (e):

(1) On motion by the business corporation, or the committee made in the name of the corporation, the court shall stay discovery for the time reasonably necessary to permit the committee to complete its investigation, except for good cause shown.

(2) The time for the defendants to plead shall be tolled until the process provided for under subsection (f) has been completed.

(c) Composition of committee.--A special litigation committee shall be composed of two or more individuals who:

(1) are not interested in the claims asserted in the demand or action;

(2) are capable as a group of objective judgment in the circumstances; and

(3) may, but need not, be shareholders or directors.

(c.1) Committee members who are not directors.--A member of a special litigation committee who is not a director is subject, when acting as a member of the committee, to the liabilities imposed, and entitled to the rights and immunities conferred, under Subchapters B (relating to fiduciary duty) and D (relating to indemnification) and other provisions of law upon directors of a corporation.

(d) Appointment of committee.--A special litigation committee may be appointed:

(1) by a majority of the directors not named as actual or potential parties in the demand or action; or

(2) if all the directors are named as actual or potential parties in the demand or action, by a majority of the directors so named.

(e) Determination.--After appropriate investigation by a special litigation committee, the committee may determine, or the committee may recommend to the board of directors that the board determine, that it is in the best interests of the business corporation that:

(1) an action based on some or all of the claims asserted in the demand not be brought by the corporation but that the corporation not object to an action being brought by the party that made the demand;

(2) an action based on some or all of the claims asserted in the demand be brought by the corporation;

(3) some or all of the claims asserted in the demand be settled on terms determined or recommended by the committee;

(4) an action not be brought based on any of the claims asserted in the demand;

(5) an action already commenced continue under the control of:

(i) the plaintiff;

(ii) the corporation; or

(iii) the committee;

(6) some or all the claims asserted in an action already commenced be settled on terms determined or recommended by the committee; or

(7) an action already commenced be dismissed.

(f) Court review and action.--If a special litigation committee is appointed and a derivative action is commenced either before or after the committee makes a determination under subsection (e) or the board of directors determines under subsection (e) to accept the recommendation of the committee:

(1) The business corporation or the committee shall file with the court after a determination is made under subsection (e) a statement of the determination and a report of the committee supporting the determination. The corporation or the committee shall serve each party with a copy of the determination and report. If the corporation or the committee moves to file the report under seal, the report shall be served on the parties subject to an appropriate stipulation agreed to by the parties or a protective order issued by the court.

(2) The corporation or the committee shall file with the court a motion, pleading or notice consistent with the determination under subsection (e).

(3) If the determination is one described in subsection

(e)(2), (3), (4), (5)(ii), (6) or (7), the court shall determine whether the members of the committee met the qualifications required under subsection (c)(1) and (2) and whether the committee conducted its investigation and made its determination or recommendation in good faith, independently and with reasonable care. The plaintiff has the burden of proving that the committee did not meet those qualifications or act in the required manner. If the court finds that the members of the committee met the qualifications required under subsection (c)(1) and (2) and that the committee acted in good faith, independently and with reasonable care, the court shall enforce the determination of the committee or the board. Otherwise, the court shall:

(i) dissolve any stay of discovery entered under subsection (b);

(ii) allow the action to continue under the control of the plaintiff; and

(iii) permit the defendants to file preliminary objections, other appropriate pleadings and motions.

(g) Certain provisions of articles ineffective.--The provisions of this section may not be varied by the articles.

(h) Interest of a defendant.--The fact that a person is named as a defendant does not make the person interested in the claims asserted in a demand or action for purposes of subsection

(c)(1) if the claims against the person:

(1) are based only on an allegation that the person approved of or acquiesced in the transaction or conduct that is the subject of the claims; and

(2) do not otherwise allege with particularity facts that, if true, raise a significant prospect that the person would be adjudged liable. (Nov. 21, 2016, P.L.1328, No.170, eff. 90 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) Cross References. Section 1783 is referred to in section 1781 of this title.
15 Pa.C.S. § 333 — PA Code / Title 15 / Chapter 3 / Section 333
Approval of merger.
Status: in_force

(a) Approval by domestic entities.--A plan of merger shall not be effective unless it has been approved in both of the following ways:

(1) The plan is approved by a domestic entity that is a merging association in accordance with the applicable provisions of Subchapter B (relating to approval of entity transactions).

(2) The plan is approved in record form by each interest holder, if any, of a domestic entity that is a merging association that will have interest holder liability for debts, obligations and other liabilities that arise after the merger becomes effective, unless, as to an interest holder that does not approve the plan, both of the following apply:

(i) The organic rules of the domestic entity provide in record form for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders.

(ii) The interest holder consented in record form to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.

(b) Approval by foreign associations.--A merger under this subchapter in which a foreign association is a merging association is not effective unless the merger is approved by the foreign association in accordance with the laws of its jurisdiction of formation.

(c) Approval by domestic banking institutions.--A merger under this subchapter in which a domestic banking institution

that is not a domestic entity is a merging association is not effective unless the merger is approved by the domestic banking institution in accordance with the requirements in its organic laws and organic rules for approval of a merger.

(d) Dissenters rights.--

(1) Except as provided in paragraph (2), if a shareholder of a domestic business corporation that is to be a merging association objects to the plan of merger and complies with Subchapter D of Chapter 15 (relating to dissenters rights), the shareholder shall be entitled to dissenters rights to the extent provided in that subchapter.

(2) Except as provided under section 317 (relating to contractual dissenters rights in entity transactions), dissenters rights shall not be available to shareholders of a domestic business corporation that is a merging association in a merger described in section 321(d)(1)(i) or (4) (relating to approval by business corporation).

(3) If a shareholder of a domestic banking institution that is to be a merging association objects to the plan of merger and complies with section 1222 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965, the shareholder shall be entitled to the rights provided in that section.

(4) See section 329 (relating to special treatment of interest holders). Cross References. Section 333 is referred to in sections 336, 1571, 8415, 8615, 8815 of this title.
15 Pa.C.S. § 1553 — PA Code / Title 15 / Chapter 15 / Section 1553
Liability for unlawful dividends and other distributions.
Status: in_force

(a) Directors.--Except as otherwise provided pursuant to section 1713 (relating to personal liability of directors), a director who votes for or assents to any dividend or other distribution contrary to the provisions of this subpart or contrary to any restrictions contained in the bylaws shall, if he has not complied with the standard provided in or pursuant to section 1712 (relating to standard of care, justifiable reliance and business judgment rule), be liable to the corporation, jointly and severally with all other directors so voting or assenting, for the amount of the dividend that is paid or the value of the other distribution in excess of the amount of the dividend or other distribution that could have been made without a violation of the provisions of this subpart or the restrictions in the bylaws.

(b) Contribution by shareholders.--Any director against whom a claim is asserted under or pursuant to this section for the making of a distribution and who is held liable thereon shall be entitled to contribution from the shareholders who accepted or received any such distribution, knowing the distribution to have been made in violation of this subpart, in proportion to the amounts received by them.

(c) Contribution by other directors.--Any director against whom a claim is asserted under or pursuant to this section shall be entitled to contribution from any other director who voted

for or assented to the action upon which the claim is asserted and who did not comply with the standard provided by or pursuant to this subpart for the performance of the duties of directors.

(d) Limitation of actions.--See 42 Pa.C.S. § 5524(5) (relating to two year limitation).

(e) Contrary articles ineffective.--Except as provided by subsection (a), this section may not be varied by any provision of the articles. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 amended subsec. (a). 1990 Amendment. Act 198 amended subsec. (a) and added subsec. (e).
15 Pa.C.S. § 9115 — PA Code / Title 15 / Chapter 91 / Section 9115
Ownership and transfer of property.
Status: in_force

(a) General rule.--A nonprofit association may acquire, hold or transfer, in its name, an interest in property.

(b) Testamentary and fiduciary dispositions.--A nonprofit association may be a beneficiary of a trust or contract, a legatee or a devisee.

(c) Authority to take and hold trust property.--Every nonprofit association organized for a charitable purpose or purposes may take, receive and hold real and personal property as may be given, devised to or otherwise vested in the nonprofit association, in trust, for the purpose or purposes set forth in its governing principles. The managers of the nonprofit association shall, as trustees of the property, be held to the same degree of responsibility and accountability as other trustees, unless a lesser degree or a particular degree of responsibility and accountability is prescribed in the trust instrument, or unless the managers remain under the control of the members of the nonprofit association or third persons who retain the right to direct, and do direct, the actions of the managers as to the use of the trust property from time to time.

(d) Nondiversion of certain property.--Property of a nonprofit association committed to charitable purposes shall not, by any proceeding under Chapter 3 (relating to entity transactions) or otherwise, be diverted from the objects to which it was donated, granted or devised, unless and until the nonprofit association obtains from the court an order under 20 Pa.C.S. Ch. 77 (relating to trusts) specifying the disposition of the property. (July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
15 Pa.C.S. § 7104 — PA Code / Title 15 / Chapter 71 / Section 7104
Election of an existing business corporation to become a cooperative corporation.
Status: in_force

(a) General rule.--Any business corporation not organized on the cooperative principle may become a cooperative corporation for profit under this chapter by:

(1) Adopting a plan of conversion:

(i) providing for the redemption by the corporation of all of its shares, whether or not redeemable by the terms of its articles, if the corporation is to be organized as a nonstock corporation; and

(ii) adjusting its affairs so as to comply with the requirements of this chapter applicable to cooperative corporations.

(2) Filing articles of amendment which shall contain, in addition to the requirements of section 1915 (relating to articles of amendment):

(i) A statement that the corporation elects to become a cooperative corporation.

(ii) The provisions required by section 7102(a) (relating to cooperative corporations generally) to be set forth in the articles of a cooperative corporation.

(iii) If the corporation is to be a nonstock corporation, a statement that the corporation is organized on a nonstock basis.

(iv) Such other changes, if any, that may be desired in the articles.

(b) Procedure.--The plan of conversion of the corporation into a cooperative corporation (which plan shall include the amendment of the articles required by subsection (a)) shall be adopted in accordance with the requirements of Subchapter B of
15 Pa.C.S. § 1781 — PA Code / Title 15 / Chapter 17 / Section 1781
Derivative action.
Status: in_force

(a) General rule.--Subject to section 1782 (relating to eligible shareholder plaintiffs and security for costs) and subsections (b) and (g), a plaintiff may maintain a derivative action to enforce a right of a business corporation only if:

(1) the plaintiff first makes a demand on the corporation or the board of directors requesting that the corporation bring an action to enforce the right, and:

(i) (Deleted by amendment).

(i.1) if a special litigation committee is not appointed under section 1783 (relating to special litigation committee):

(A) the board determines that:

(I) an action based on some or all of the claims asserted in the demand not be brought by the corporation but that the corporation not object to an action being brought by the party that made the demand; or (II) an action already commenced continue under the control of the plaintiff; or

(B) the board does not notify the party that made the demand within 60 days after the demand was made that the board has appointed a special litigation committee or has made a determination described under either clause (A)(I) or (II); or

(ii) if a special litigation committee is appointed under section 1783, a determination is made:

(A) under section 1783(e)(1) that the corporation not object to the action; or

(B) under section 1783(e)(5)(i) that the plaintiff continue the action;

(2) demand is excused under subsection (b);

(3) the action is maintained for the limited purpose of seeking court review under section 1783(f); or

(4) the court has allowed the action to continue under the control of the plaintiff under section 1783(f)(3)(ii).

(b) Prior demand excused.--

(1) A demand under subsection (a)(1) is excused only if the plaintiff makes a specific showing that immediate and irreparable harm to the business corporation would otherwise result.

(2) If demand is excused under paragraph (1), demand shall be made promptly upon commencement of the action.

(c) Contents of demand.--A demand under this section must be in record form and give notice with reasonable specificity of:

(1) the material facts relied upon to support each of the claims made in the demand against each proposed defendant; and

(2) in the case of a derivative action commenced by a shareholder, the basis on which the person making the demand has standing under section 1782.

(d) Additional claims.--If a derivative action is commenced after a demand has been made under this section and includes a claim that was not fairly subsumed under the demand, a new demand must be made with respect to that claim. The new demand shall not relate back to the date of the original demand for purposes of subsection (e).

(e) Statute of limitations.--The making of a demand tolls any applicable statute of limitations with respect to a claim asserted in the demand until the earlier of the date:

(1) the plaintiff making the demand is notified either:

(i) that the board of directors has decided not to bring an action and not to appoint a special litigation committee; or

(ii) of a determination under section 1783(e) after the appointment of a special litigation committee under section 1783; or

(2) the plaintiff commences an action asserting the claim.

(f) Certain provisions of articles ineffective.--This section may not be relaxed by any provision of the articles.

(g) Exception.--This subchapter does not apply to an action brought by a holder of an equity security of a business corporation under Subchapter H of Chapter 25 (relating to disgorgement by certain controlling shareholders following attempts to acquire control). (Nov. 21, 2016, P.L.1328, No.170, eff. 90 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days; July 15, 2024, P.L.728, No.59, eff. 60 days) 2024 Amendment. Act 59 amended subsec. (a)(1).

Amendment. Act 122 amended subsecs. (a)(1) and (c) and added subsec. (g).
15 Pa.C.S. § 7523 — PA Code / Title 15 / Chapter 75 / Section 7523
Members.
Status: in_force

An association shall admit to membership only persons who are engaging in agriculture, including both tenants and landlords receiving a share of the crop, and cooperative agricultural associations of such producers who agree to patronize the association in accordance with the uniform terms prescribed by it, and only such persons shall be regarded as eligible members of an association. The bylaws may prescribe additional qualifications for membership but shall not enlarge the class eligible for membership specified in this section.
15 Pa.C.S. § 7112 — PA Code / Title 15 / Chapter 71 / Section 7112
Distributions.
Status: in_force

Notwithstanding section 5551 (relating to dividends prohibited; compensation and certain payments authorized), a cooperative corporation may make patronage rebates or other distributions to its members or patrons in conformity with the purposes for which it is incorporated. A patronage rebate or dividend that is, or is equivalent to, a reduction in the charge made by a cooperative corporation to a member for goods or services shall not constitute a dividend or distribution within the meaning of this part or any other provision of law.
15 Pa.C.S. § 8882 — PA Code / Title 15 / Chapter 88 / Section 8882
Derivative action.
Status: in_force

(a) General rule.--Subject to section 8883 (relating to eligible plaintiffs and security for costs) and subsection (b), a plaintiff may maintain a derivative action to enforce a right of a limited liability company only if:

(1) The plaintiff first makes a demand on the company or the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that the company bring an action to enforce the right and:

(i) (Deleted by amendment).

(i.1) if a special litigation committee is not appointed under section 8884 (relating to special litigation committee):

(A) the members in a member-managed company or managers of a manager-managed company determine that:

(I) an action based on some or all of the claims asserted in the demand not be brought by the company but that the company not object to an action being brought by the party that made the demand; or (II) an action already commenced continue under the control of the plaintiff; or

(B) the members in a member-managed company or managers of a manager-managed company do not notify the party that made the demand within 60 days after the demand was made that they have appointed a special litigation committee or have made a determination described under either clause (A)(I) or (II); or

(ii) if a special litigation committee is appointed under section 8884, a determination is made:

(A) under section 8884(e)(1) that the company not object to the action; or

(B) under section 8884(e)(5)(i) that the plaintiff continue the action;

(2) demand is excused under subsection (b);

(3) the action is maintained for the limited purpose of seeking court review under section 8884(f); or

(4) the court has allowed the action to continue under the control of the plaintiff under section 8884(f)(3)(ii).

(b) Prior demand excused.--

(1) A demand under subsection (a)(1) is excused only if the plaintiff makes a specific showing that immediate and irreparable harm to the limited liability company would otherwise result.

(2) If demand is excused under paragraph (1), demand should be made promptly after commencement of the action.

(c) Contents of demand.--A demand under this section must be in record form and give notice with reasonable specificity of:

(1) the material facts relied upon to support each of the claims made in the demand against each proposed defendant; and

(2) in the case of a derivative action commenced by a member or manager, the basis on which the person making the demand has standing under section 8883.

(d) Additional claims.--If a derivative action is commenced after a demand has been made under this section and includes a claim that was not fairly subsumed under the demand, a new demand must be made with respect to that claim. The new demand shall not relate back to the date of the original demand for purposes of subsection (e).

(e) Statute of limitations.--The making of a demand tolls any applicable statute of limitations with respect to a claim asserted in the demand until the earlier of the date:

(1) the plaintiff making the demand is notified either:

(i) that the managers or members have decided not to bring an action and not to appoint a special litigation committee; or

(ii) of a determination under section 8884(e) after the appointment of a special litigation committee under section 8884; or

(2) the plaintiff commences an action asserting the claim.

(f) Cross reference.--See section 8815(c)(17) (relating to contents of operating agreement). (Nov. 3, 2022, P.L.1791, No.122, eff. 60 days; July 15, 2024, P.L.728, No.59, eff. 60 days) 2024 Amendment. Act 59 amended subsec. (a)(1). 2022 Amendment. Act 122 amended subsecs. (a) intro. par.,

(1) intro. par. and (i), (b)(1) and (c).
15 Pa.C.S. § 2522 — PA Code / Title 15 / Chapter 25 / Section 2522
Adjournment or postponement of meeting of shareholders.
Status: in_force

(a) Authority to adjourn.--Except as otherwise provided in the bylaws, 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 such period as the presiding officer or the shareholders present and entitled to vote shall direct.

(b) Notice of adjourned virtual meeting.--If notice of an adjourned meeting of shareholders of a registered corporation held exclusively by means of electronic technology as provided in section 1708(c) (relating to use of conference telephone or other electronic technology) cannot be given by announcement at the meeting at which the adjournment is taken when permitted by section 1702(b) (relating to manner of giving notice), notice may be given by means solely of a publicly available filing with the Securities and Exchange Commission.

(c) Postponement of virtual meeting.--If the presiding officer for a meeting of shareholders of a registered corporation that is to be held exclusively by means of electronic technology as provided in section 1708(c) decides in his or her reasonable judgment on the day of the meeting that the meeting cannot be convened because of a reason outside the control of the corporation, the presiding officer may postpone the meeting to a specified time later that day or the following day. Notice of the postponed meeting may be given by means solely of a publicly available filing with the Securities and Exchange Commission. (July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) Cross References. Section 2522 is referred to in sections 1702, 1755 of this title.
15 Pa.C.S. § 7308 — PA Code / Title 15 / Chapter 73 / Section 7308
Liberal construction.
Status: in_force

All of the provisions of law applicable to electric cooperative corporations shall be construed liberally. The enumeration of any object, purpose, power, manner, method or thing shall not be deemed to exclude like or similar objects, purposes, powers, manners, methods or things. See section 7302(b) (relating to provisions complete in themselves).
15 Pa.C.S. § 5978 — PA Code / Title 15 / Chapter 59 / Section 5978
Winding up of corporation after dissolution.
Status: in_force

(a) Winding up and distribution.--Every nonprofit corporation that is dissolved by expiration of its period of duration or otherwise shall, nevertheless, continue to exist for the purpose of winding up its affairs, prosecuting and defending actions or proceedings by or against it, collecting and discharging obligations, disposing of and conveying its property and collecting and dividing its assets, but not for the purpose of continuing business except insofar as necessary for the winding up of the corporation. The board of directors or other body of the corporation may continue as such and shall have full power to wind up the affairs of the corporation.

(b) Standard of care of directors, members of an other body and officers.--The dissolution of the corporation shall not subject its directors, members of an other body or officers to standards of conduct different from those prescribed by or pursuant to Chapter 57 (relating to officers, directors and members). Directors and members of an other body of a dissolved corporation who have complied with section 5975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities) and governing persons of a successor entity who have complied with
15 Pa.C.S. § 113 — PA Code / Title 15 / Chapter 1 / Section 113
Delivery of document.
Status: in_force

(a) Permissible means.--Permissible means of delivery of a document in record form include:

(1) personal delivery;

(2) mail;

(3) conventional commercial practice; and

(4) electronic transmission.

(b) Delivery to department.--Delivery to the department of a document in record form is effective only on receipt by the department.

(c) Delivery by department.--Except as provided by law other than this title, the department may deliver a document in record form to a person by delivering it:

(1) in person to the person that submitted it for filing;

(2) to the address of the person's registered office;

(3) to the principal office address of the person; or

(4) to another address the person provides to the department for delivery.

(d) Delivery by electronic communication.--The department may deliver documents in record form to an address for email or other electronic communications supplied to the department by a person until the person notifies the department in record form that the person no longer wishes to have documents delivered to that address. (Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) Cross References. Section 113 is referred to in sections 8413, 8613, 8813 of this title.
15 Pa.C.S. § 3122 — PA Code / Title 15 / Chapter 31 / Section 3122
Distributions by insurance corporations.
Status: in_force

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 power of the corporation to make any distribution of money or other assets to its shareholders or members. Cross References. Section 3122 is referred to in section 1551 of this title.
15 Pa.C.S. § 7525 — PA Code / Title 15 / Chapter 75 / Section 7525
Sale, transfer or redemption of shares.
Status: in_force

(a) General rule.--The common shares of an association may be transferred only with the consent of the association and on the books of the association and then only to persons eligible to own shares in the association. No purported assignment or transfer of the shares shall pass to any ineligible person any right or privilege on account of the shares or any vote or voice in the management or affairs of the association.

(b) Redemption or conversion.--In the event a holder of common shares has done no business with an association for a period of 12 months or in the event the board of directors of an association finds that any of the common shares has come into the hands of any person who is not eligible for membership or that the holder thereof has ceased to be an eligible member, the holder shall have no rights or privileges on account of the shares or vote or voice in the management or the affairs of the association (other than the right to participate in accordance with law in case of dissolution and to receive the book or par value of the shares, whichever is less, in the event of its sale or transfer as provided in this subsection), and the association shall have the right at its option:

(1) to redeem the shares at their book or par value, whichever is less;

(2) to require the transfer of any such shares at such book or par value, whichever is less, to any person eligible to hold the shares; or

(3) to require the holder of any such shares to convert the shares into preferred shares of equal value. In exercising its right to redeem or to require the transfer or conversion of shares, if the holder fails to deliver the certificate evidencing the shares for cancellation or transfer, an association may cancel the certificate on its books and issue a new certificate for common or preferred shares, as the case may be, to the party entitled thereto.

(c) Preferred shares.--The preferred shares of an association may be transferred only on the books of the association, and the bylaws may provide that the association

shall have the option, at any time, to redeem the preferred shares at par value, plus declared or accrued dividends.

(d) Notice on certificates.--Any restriction or option which an association places upon the transfer or sale of any of its outstanding shares and any association option retained thereon shall be printed on each share certificate.

(e) Force majeure.--A member shall not lose his membership in the association under this section by his failure to do business with it if the failure is due to an act of God unless the period of time involved is at least 24 months.
15 Pa.C.S. § 7714 — PA Code / Title 15 / Chapter 77 / Section 7714
Records.
Status: in_force

(a) Records requirement.--A corporation shall keep at its registered office or principal place of business a record of the proceedings of the members and of the directors and the original or a copy of its bylaws, including amendments to date, certified by the secretary of the corporation, and shall keep at its registered office or principal place of business or at the office of its transfer agent or registrar a share register giving the names of the members, their respective addresses and the number and classes of shares held by each. A corporation shall keep at its registered office or principal place of business appropriate, complete and accurate books or records of account, including a record of all salaries, per diem payments and other remunerations paid to each officer and director by the corporation and remuneration received for the corporation's business transactions.

(b) Examination and copies.--A member, upon written demand, has a right to examine during the usual hours for business, for any proper purpose, the share register, books or records of account and records of the proceedings of the members and directors and to make copies or extracts. A proper purpose is a purpose reasonably related to the member's interest as a stockholder. If an attorney or other agent is the person who seeks the right of inspection, the demand shall be accompanied by a power of attorney or other writing which authorizes the

attorney or other agent to act on behalf of the member. The demand shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business.

(c) Remedy to compel inspection.--

(1) If the corporation refuses to permit an inspection sought by a member under subsection (b) or does not reply to the demand within five business days after the demand has been made, the member may apply to the court of common pleas of the county in which the registered office of the corporation is located for an order to compel inspection. The court of common pleas has exclusive original jurisdiction to determine whether or not the person seeking inspection is entitled to the inspection sought. The court may summarily order the corporation to permit the member to inspect the material and to make copies or extracts. The court may order the corporation to furnish to the member a list of its members as of a specific date on condition that the member first pay to the corporation the reasonable cost of obtaining and furnishing the list and on other conditions as the court deems appropriate.

(2) If the member seeks to inspect the books and records of the corporation, other than its register or list of members, the member must first establish both of the following:

(i) That the member has complied with the provisions of this section respecting the form and manner of making demand for inspection of the document.

(ii) That the inspection sought is for a proper purpose.

(3) If the member seeks to inspect the share register or list of members of the corporation and the member has complied with the provisions of this subsection respecting the form and manner of making demand for inspection of the documents, the burden of proof is on the corporation to establish that the inspection the member seeks is for an improper purpose. The court may, at its discretion, prescribe limitations or conditions with reference to the inspection or award other relief as the court deems just and proper. The court may order books, documents and records, pertinent extracts or authenticated copies to be brought within this Commonwealth and kept in this Commonwealth upon terms and conditions as it prescribes.
15 Pa.C.S. § 8671 — PA Code / Title 15 / Chapter 86 / Section 8671
Nature of transferable interest.
Status: in_force

(a) Personal property.--A transferable interest is personal property.

(b) Only right that may be transferred.--A person may not transfer to a person not a partner any rights in a limited partnership other than a transferable interest.
15 Pa.C.S. § 2334 — PA Code / Title 15 / Chapter 23 / Section 2334
Appointment of provisional director in certain cases.
Status: in_force

(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 a statutory close corporation if the directors are so divided respecting the management of the business and affairs of the corporation that the votes required for action by the board of directors cannot be obtained with the consequence that the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally.

(b) Application for relief.--

(1) An application for relief under this section must be filed by or on behalf of:

(i) at least one-half of the number of directors then in office;

(ii) the holders of shares entitled to cast at least one-third of the votes that all shareholders are entitled to cast for the election of directors; or

(iii) shareholders entitled to cast at least two-thirds of the votes that all shareholders of any class entitled to elect one or more directors are entitled to cast for the election of directors, if there is more than one class of shares then entitled to elect one or more directors. A bylaw of a statutory close corporation adopted by the shareholders may provide that a lesser proportion of the directors or of the shareholders or of a class of shareholders may apply for relief under this section.

(2) Even though the requirements of paragraph (1) are not satisfied, the court may nevertheless appoint a provisional director if permitted by section 2333(b) (relating to provisional director).

(c) Qualifications.--A provisional director shall be an impartial individual who is neither a shareholder nor a creditor of the corporation or of any subsidiary or affiliate of the corporation and whose further qualifications, if any, may be determined by the court.

(d) Status and powers.--A provisional director is not a receiver of a corporation and does not have the title and powers of a custodian or receiver appointed under section 1767 (relating to appointment of custodian of corporation on deadlock or other cause) or Subchapter G of Chapter 19 (relating to involuntary liquidation and dissolution). A provisional director shall have all the rights and powers of a duly elected director of the corporation, including the right to notice of and to vote at meetings of directors, until such time as he is removed by order of the court or by the shareholders entitled to cast at least two-thirds of the votes that all shareholders of that class of voting shares that filed the application for appointment of a provisional director are entitled to cast for directors, or by the shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast for the election of directors, in any other case.

(e) Compensation.--The compensation of the provisional director shall be determined by agreement between him and the corporation subject to approval of the court. The court may fix his compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation. (Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment. Act 198 amended subsec. (b). Cross References. Section 2334 is referred to in sections 1504, 2333 of this title.
15 Pa.C.S. § 7121 — PA Code / Title 15 / Chapter 71 / Section 7121
Cooperative contracts generally.
Status: in_force

(a) General rule.--A contract between a cooperative corporation and any member, whether contained in the bylaws or a separate writing, may require the member to:

(1) Sell, market or deliver to or through the corporation or any facilities furnished by it, all or any specified part of products produced or to be produced either by the member or under the control of the member.

(2) Authorize the corporation or any facilities furnished by it to act for the member in any manner with respect to all or any specified part of products produced or to be produced either by the member or under the control of the member.

(3) Buy or procure from or through the corporation or any facilities furnished by it, all or any specified part of goods or services to be bought or procured by the member.

(4) Authorize the corporation or any facilities furnished by it to act for the member in any manner in the procurement of goods or the procurement or performance of services.

(b) Damages for breach.--A contract authorized by subsection

(a) may fix and require liquidated damages to be paid by the member to the cooperative corporation in the event of breach of the contract by the member. Liquidated damages may be a percentage of the value or a specific amount per unit of the products, goods or services involved in or the subject of the breach, or a specific sum.

(c) Collective action.--Two or more cooperative corporations may contract and act in association, corporate or otherwise, to perform collectively any of their powers, purposes or contracts.

(d) Definition.--A contract described in subsection (a) is referred to in this subchapter as a "cooperative contract," and, unless the context otherwise requires, the term means the original cooperative contract and any amendments. Cross References. Section 7121 is referred to in section 7123 of this title.
15 Pa.C.S. § 5759 — PA Code / Title 15 / Chapter 57 / Section 5759
Voting and other action by proxy.
Status: in_force

(a) General rule.--Voting by members of a nonprofit corporation shall be only in person unless a bylaw adopted by the members provides for voting by proxy. Unless otherwise restricted by a bylaw adopted by the members:

(1) The presence of, or vote or other action at a meeting of members, or the expression of consent or dissent to corporate action, by a proxy of a member pursuant to a bylaw shall constitute the presence of, or vote or action by, or consent or dissent of the member for the purposes of this subpart.

(2) Where two or more proxies of a member are present, the corporation shall, unless otherwise expressly provided in the proxy, accept as the vote or other action of all the members or shares represented thereby the vote cast or other action taken by a majority of them, and, if a majority of the proxies cannot agree whether the memberships or shares represented shall be voted or upon the manner of voting the memberships or shares or taking the other action, the voting of the memberships or shares or right to take other action shall be divided equally among those persons.

(b) Execution and filing.--Every proxy shall be executed or authenticated by the member or by the member's duly authorized attorney-in-fact and filed with or transmitted to the secretary of the corporation or its designated agent. A member or the member's duly authorized attorney-in-fact may execute or authenticate a writing or transmit an electronic message authorizing another person to act for the member by proxy. A telegram, telex, cablegram, datagram, e-mail, Internet communication or other means of electronic transmission from a member or attorney-in-fact, or a photographic, facsimile or similar reproduction of a writing executed by a member or attorney-in-fact:

(1) may be treated as properly executed or authenticated for purposes of this subsection; and

(2) shall be so treated if it sets forth or utilizes a confidential and unique identification number or other mark furnished by the corporation to the member for the purposes of a particular meeting or transaction.

(c) Revocation.--A proxy shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the secretary of the corporation or its designated agent in writing or by electronic transmission. An unrevoked proxy shall not be valid after 11 months from the date of its execution, authentication or transmission unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, notice of the death or incapacity is given to the secretary of the corporation or its designated agent. See section 6145 (relating to applicability of certain safeguards to foreign domiciliary corporations). (July 9, 2013, P.L.476, No.67, eff. 60 days) Cross References. Section 5759 is referred to in sections 5504, 6145 of this title.
15 Pa.C.S. § 1529 — PA Code / Title 15 / Chapter 15 / Section 1529
Transfer of securities; restrictions.
Status: in_force

(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 Pa.C.S. Div. 8 (relating to investment securities) and other provisions of law.

(b) Transfer restrictions generally.--A restriction on the transfer or registration of transfer of securities of a business corporation may be imposed by the bylaws or by an agreement among any number of securityholders or among them and the corporation. A restriction so imposed shall not be binding with respect to securities issued prior to the adoption of the restriction unless the holders of the securities are parties to the agreement or voted in favor of the restriction, except that a provision of the bylaws of a registered corporation described in section 2502(1) (relating to registered corporation status) adopted by the shareholders that is described in subsection (d)(1)(ii), (2) or (3) shall be binding with respect to all of the securities of each class or series to which it applies. A restriction may be amended in the manner provided in the bylaws or agreement for amending the restriction or, in the absence of such a provision, as provided for amending the bylaws or agreement generally.

(c) Restrictions specifically authorized.--A restriction on the transfer of securities of a business corporation is permitted by this section if it:

(1) obligates the holder of the restricted securities to offer to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing a prior opportunity, to be exercised within a reasonable time, to acquire the restricted securities;

(2) obligates the corporation or any holder of securities of the corporation or any other person or any combination of the foregoing, to purchase the securities that are the subject of an agreement respecting the purchase and sale of the restricted securities;

(3) requires the corporation or the holders of any class or series of securities of the corporation to consent to any proposed transfer of the restricted securities or to approve the proposed transferee of the restricted securities or to approve the amount of securities of the corporation that may be owned by any person or group of persons;

(3.1) obligates the holder of the restricted securities to sell or transfer an amount of restricted securities to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing, or causes or results in the automatic sale or transfer of an amount of restricted securities to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing; or

(4) prohibits the transfer of the restricted securities to designated persons or classes of persons and the designation is not manifestly unreasonable.

(d) Tax and regulatory restrictions.--Any restriction on the transfer of securities of a business corporation or on the amount of securities of a corporation that may be owned by a

person or group of persons for any of the following purposes shall be conclusively presumed to be for a reasonable purpose:

(1) relating to the Federal, State, local or foreign taxation of the corporation or its shareholders, including without limitation:

(i) maintaining the status of the corporation as an electing small business corporation under Subchapter S of the Internal Revenue Code of 1986;

(ii) maintaining or preserving any tax attribute, including without limitation net operating losses; or

(iii) qualifying or maintaining the qualification of the corporation as a real estate investment trust pursuant to the Internal Revenue Code of 1986;

(2) complying with any statutory or regulatory requirement; or

(3) maintaining any statutory or regulatory status.

(e) Other restrictions.--Any other lawful restriction on transfer or registration of transfer of securities is permitted by this section.

(f) Notice to transferee.--A written restriction on the transfer or registration of transfer of a share or other security of a business corporation, if permitted by this section and noted conspicuously on the face or back of the security or in the notice provided by section 1528(f) (relating to uncertificated shares) or in an equivalent notice with respect to another uncertificated security, may be enforced against the holder of the restricted security or any successor or transferee of the holder, including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the security or in the notice provided by section 1528(f) or in an equivalent notice with respect to another uncertificated security, a restriction, even though permitted by this section, is ineffective except against a person with actual knowledge of the restriction. (July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 amended subsecs. (b), (c) and (d). Cross References. Section 1529 is referred to in sections 1528, 2301, 2324, 2703 of this title.
15 Pa.C.S. § 2123 — PA Code / Title 15 / Chapter 21 / Section 2123
Evidence of membership; liability of members.
Status: in_force

(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 shall state:

(1) That the corporation is a nonstock corporation incorporated under the laws of this Commonwealth, unless the name of the corporation contains the word "mutual."

(2) The name of the person to whom issued.

(3) The class of membership, if any, held by the member.

(b) Notice of variations in rights.--If the membership of the corporation is divided into classes, the document shall set forth (or shall state that the corporation will furnish to any member, upon request and without charge) a full or summary statement of the special rights and liabilities of membership of each class and the variations in the rights and liabilities of membership between classes. If a membership is not fully paid or if the member is otherwise liable to assessment, the document evidencing the membership shall so state.

(c) Liability.--A subscriber to the minimum guaranteed capital of or member of a nonstock corporation shall not be under any liability to the corporation or any creditor thereof other than the obligations of complying with the terms of the subscription to the minimum guaranteed capital, if any, and with the terms of the document evidencing his membership. Otherwise, the members of a nonstock corporation shall not be personally liable for the debts, liabilities or obligations of the corporation.

(d) Dissenters rights.--The document evidencing membership shall constitute a share certificate for the purposes of
15 Pa.C.S. § 2541 — PA Code / Title 15 / Chapter 25 / Section 2541
Application and effect of subchapter.
Status: in_force

(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 in section 2502(1)(ii) or (2) (relating to registered corporation status);

(2) the bylaws, by amendment adopted either:

(i) by March 23, 1984; or

(ii) on or after March 23, 1988, and on or before June 21, 1988; and, in either event, not subsequently rescinded by an article amendment, explicitly provide that this subchapter shall not be applicable to the corporation in the case of a corporation which on June 21, 1988, did not have outstanding one or more classes or series of preference shares entitled, upon the occurrence of a default in the payment of dividends or another similar contingency, to elect a majority of the members of the board of directors (a bylaw adopted on or before June 21, 1988, by a corporation excluded from the scope of this paragraph by the restriction of this paragraph relating to certain outstanding preference shares shall be ineffective unless ratified under paragraph (3));

(3) the bylaws of which explicitly provide that this subchapter shall not be applicable to the corporation by amendment ratified by the board of directors on or after December 19, 1990, and on or before March 19, 1991, in the case of a corporation:

(i) which on June 21, 1988, had outstanding one or more classes or series of preference shares entitled, upon the occurrence of a default in the payment of dividends or another similar contingency, to elect a majority of the members of the board of directors; and

(ii) the bylaws of which on that date contained a provision described in paragraph (2); or

(4) the articles explicitly provide that this subchapter shall not be applicable to the corporation by a provision included in the original articles, by an article amendment adopted prior to the date of the control transaction and prior to or on March 23, 1988, pursuant to the procedures then applicable to the corporation, or by an articles amendment adopted prior to the date of the control transaction and subsequent to March 23, 1988, pursuant to both:

(i) the procedures then applicable to the corporation; and

(ii) unless such proposed amendment has been approved by the board of directors of the corporation, in which event this subparagraph shall not be applicable, the affirmative vote of the shareholders entitled to cast at least 80% of the votes which all shareholders are entitled to cast thereon. A reference in the articles or bylaws to former section 910 (relating to right of shareholders to receive payment for shares following a control transaction) of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, shall be deemed a reference to this subchapter for the purposes of this section. See section 101(c) (relating to references to prior statutes).

(b) Inadvertent transactions.--This subchapter shall not apply to any person or group that inadvertently becomes a controlling person or group if that controlling person or group, as soon as practicable, divests itself of a sufficient amount of its voting shares so that it is no longer a controlling person or group.

(c) Certain subsidiaries.--This subchapter shall not apply to any corporation that on December 23, 1983, was a subsidiary of any other corporation.

(d) Rights cumulative.--(Deleted by amendment).

(e) Exemption.--Voting shares acquired by a person or group in a transaction that complies with section 321(f) (relating to approval by business corporation) shall be disregarded for purposes of determining if the person or group constitutes a controlling person or group. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 added subsec. (e). 1992 Amendment. Act 169 deleted subsec. (d). 1990 Amendment. Act 198 amended subsec. (a). Cross References. Section 2541 is referred to in section 1106 of this title.
15 Pa.C.S. § 5991.1 — PA Code / Title 15 / Chapter 59 / Section 5991.1
Authority of board of directors.
Status: in_force

(a) General rule.--The board of directors or other body of a nonprofit corporation that has elected to proceed under this subchapter shall have full power to wind up and settle the affairs of the corporation in accordance with this subchapter both prior to and after the filing of articles of dissolution in accordance with section 5977 (relating to articles of dissolution).

(b) Winding up.--The corporation shall, as speedily as possible, proceed to comply with the requirements of this subchapter while simultaneously collecting all sums due it and converting into cash all corporate assets, the conversion of which into cash is required to make adequate provision for its liabilities. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 added section 5991.1.
15 Pa.C.S. § 5546.1 — PA Code / Title 15 / Chapter 55 / Section 5546.1
Insolvency or bankruptcy (Repealed).
Status: repealed

2001 Repeal. Section 5546.1 was repealed June 22, 2001, P.L.418, No.34, effective in 60 days.
15 Pa.C.S. § 104 — PA Code / Title 15 / Chapter 1 / Section 104
Legislative findings as to acceptance of Constitution of Pennsylvania.
Status: in_force

(a) General rule.--The General Assembly finds and determines as follows for the purpose of section 3B of the act of May 5, 1933 (P.L.289, No.105), known as the Nonprofit Corporation Law of 1933, as amended by the act of January 18, 1966 (1965 P.L.1406, No.520), section 3B of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, as amended by the act of January 18, 1966 (1965 P.L.1305, No.519), and sections 3 and 5 of the act of January 18, 1966 (1965 P.L.1443, No.521) (referred to collectively in this section as the Registry Acts of 1966);

(1) The corporation incorporated by the act of February 24, 1846 (P.L.56, No.47), is subject to the Constitution of Pennsylvania by reason of the enactment and acceptance of the act of April 8, 1867 (P.L.916, No.836).

(2) The corporation incorporated by the act signed March 27, 1855 (1857 P.L.729, No.732), is subject to the Constitution of Pennsylvania by reason of having its charter enrolled under the act of April 16, 1845 (P.L.532, No.348), after the enactment of the act of May 3, 1855 (P.L.423, No.448).

(3) The Cedar Grove Cemetery Association, incorporated pursuant to the act of April 6, 1791 (3 Sm.L.20, Ch.1536, 14 Stat. 50), referred to as the Corporation Act of 1791, as supplemented by the act of October 13, 1840 (1841 P.L.1, No.258), is subject to the Constitution of Pennsylvania by reason of the reserved power contained in the proviso to section 3 of the act of April 6, 1791 (3 Sm.L.20, Ch.1536, 14 Stat. 50).

(4) The corporation incorporated by the act of May 11, 1751 (1 Sm.L. 208, Ch.390, 5 Stat. 128), is subject to the Constitution of Pennsylvania by reason of the acceptance of the benefits of laws passed by the General Assembly after 1873 governing the affairs of corporations, as evidenced by a written acknowledgment of that fact filed by the corporation in the Department of State on December 17, 1981.

(5) As reported by the Department of State, no corporations, other than those mentioned in paragraphs (1) through (4), filed in the Department of State under the Registry Acts of 1966 on or before January 1, 1967, a

certificate declining to accept the provisions of the Constitution of Pennsylvania.

(6) All corporations incorporated prior to October 14, 1857, under the authority of the Commonwealth or of the late Proprietaries of the Province of Pennsylvania are now subject to the Constitution of Pennsylvania and the general legislative jurisdiction of the General Assembly.

(b) Proceedings to challenge findings.--Unless a person adversely affected by the findings set forth in subsection (a) commences a declaratory judgment proceeding against the Commonwealth under 42 Pa.C.S. Ch. 75 Subch. C (relating to declaratory judgments) challenging such findings and determinations within one year after the enactment of this act, the findings and determinations shall be final and conclusive. In any such proceeding, the Commonwealth may assert any proper ground, whether or not specified in this section, in support of the determination that the objecting corporation is subject to the Constitution of Pennsylvania and the general legislative jurisdiction of the General Assembly.
15 Pa.C.S. § 5711 — PA Code / Title 15 / Chapter 57 / Section 5711
Alternative provisions.
Status: in_force

(a) General rule.--Section 5716 (relating to alternative standard) shall not be applicable to any nonprofit corporation to which section 5715 (relating to exercise of powers generally) is applicable. Section 5715 shall be applicable to any corporation except a corporation:

(1) the bylaws of which by amendment adopted by the board of directors on or before July 26, 1990, and not subsequently rescinded by an articles amendment, explicitly provide that section 5715 or corresponding provisions of prior law shall not be applicable to the corporation; or

(2) the articles of which explicitly provide that section 5715 or corresponding provisions of prior law shall not be applicable to the corporation.

(b) Reversal of opt-out.--A provision of the articles or bylaws providing that section 5715 or corresponding provisions of prior law shall not be applicable to the corporation may be rescinded pursuant to the procedures required by this subpart and the articles and bylaws at the time of the rescission to amend the articles or bylaws. (Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) Cross References. Section 5711 is referred to in sections 5715, 5716 of this title.
15 Pa.C.S. § 9507 — PA Code / Title 15 / Chapter 95 / Section 9507
Foreign business trusts.
Status: in_force

(a) General rule.--(Deleted by amendment).

(b) Provision applicable to all foreign business trusts.--Section 9506(c) (relating to certain specifically authorized debt terms) shall be applicable to any obligation, as defined in section 1510 (relating to certain specifically authorized debt terms), of a business trust organized under any laws other than those of this Commonwealth, whether or not required to qualify in this Commonwealth, executed or effected in this Commonwealth or affecting real property situated in this Commonwealth. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 7, 1994, P.L.703, No.106, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015) 2014 Amendment. Act 172 deleted subsec. (a). Cross References. Section 9507 is referred to in section 412 of this title. APPENDIX TO TITLE 15 CORPORATIONS AND UNINCORPORATED ASSOCIATIONS ------- Supplementary Provisions of Amendatory Statutes ------- 1972, NOVEMBER 15, P.L.1063, NO.271
15 Pa.C.S. § 1307 — PA Code / Title 15 / Chapter 13 / Section 1307
Advertisement.
Status: in_force

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 appear prior to or after the day the articles of incorporation are filed in the Department of State and shall set forth briefly:

(1) The name of the proposed corporation.

(2) A statement that the corporation is to be or has been incorporated under the provisions of the Business Corporation Law of 1988.
15 Pa.C.S. § 2546 — PA Code / Title 15 / Chapter 25 / Section 2546
Shareholder demand for fair value.
Status: in_force

(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 time after the notice required by section 2545 (relating to notice to shareholders) is given, which time period may be specified in the notice, make written demand on the controlling person or group for payment of the amount provided in subsection (c) with respect to the voting shares of the corporation held by the shareholder, and the controlling person or group shall be required to pay that amount to the shareholder pursuant to the procedures specified in section 2547 (relating to valuation procedures).

(b) Contents of demand.--The demand of the shareholder shall state the number and class or series, if any, of the shares owned by him with respect to which the demand is made.

(c) Measure of value.--A shareholder making written demand under this section shall be entitled to receive cash for each of his shares in an amount equal to the fair value of each voting share as of the date on which the control transaction occurs, taking into account all relevant factors, including an increment representing a proportion of any value payable for acquisition of control of the corporation.

(d) Purchases independent of subchapter.--The provisions of this subchapter shall not preclude a controlling person or group subject to this subchapter from offering, whether in the notice required by section 2545 or otherwise, to purchase voting shares of the corporation at a price other than that provided in subsection (c), and the provisions of this subchapter shall not preclude any shareholder from agreeing to sell his voting shares at that or any other price to any person. Cross References. Section 2546 is referred to in section 2547 of this title.
15 Pa.C.S. § 8475 — PA Code / Title 15 / Chapter 84 / Section 8475
Continued use of partnership name.
Status: in_force

Continued use of a partnership name, or the name of a person dissociated as a partner as part of the partnership name, by

partners continuing the business does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the business.
15 Pa.C.S. § 8207 — PA Code / Title 15 / Chapter 82 / Section 8207
Extraterritorial application of subchapter.
Status: in_force

(a) Legislative intent.--(Deleted by amendment).

(b) Basis for determining liability of partners.--The liability of partners in a domestic limited liability partnership or domestic limited liability limited partnership shall at all times be determined under Chapters 84 (relating to general partnerships) and 86 (relating to limited partnerships) as modified by the provisions of this subchapter.

(c) Conflict of laws.--The personal liability of a partner of a domestic limited liability partnership or domestic limited liability limited partnership to any person or in any action or proceeding for the debts, obligations or other liabilities of the partnership or for the acts or omissions of other partners or representatives of the partnership shall be governed solely and exclusively by the laws of this Commonwealth. Whenever a conflict arises between the laws of this Commonwealth and the laws of any other state with regard to the liability of partners of a domestic limited liability partnership or domestic limited liability limited partnership for the debts, obligations and other liabilities of the partnership or for the acts or omissions of the other partners or representatives of the partnership, the laws of this Commonwealth shall govern in determining such liability. (Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
15 Pa.C.S. § 2573 — PA Code / Title 15 / Chapter 25 / Section 2573
Definitions.
Status: in_force

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 otherwise:

"Beneficial owner." The term shall have the meaning specified in section 2552 (relating to definitions).

"Control." The power, whether or not exercised, to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract or otherwise.

"Controlling person or group."

(1)

(i) A person or group who has acquired, offered to acquire or, directly or indirectly, publicly disclosed or caused to be disclosed (other than for the purpose of circumventing the intent of this subchapter) the intention of acquiring voting power over voting shares of a registered corporation that would entitle the holder thereof to cast at least 20% of the votes that all shareholders would be entitled to cast in an election of directors of the corporation; or

(ii) a person or group who has otherwise, directly or indirectly, publicly disclosed or caused to be disclosed (other than for the purpose of circumventing the intent of this subchapter) that it may seek to acquire control of a corporation through any means.

(2) Two or more persons acting in concert, whether or not pursuant to an express agreement, arrangement, relationship or understanding, including as a partnership, limited partnership, syndicate, or through any means of affiliation whether or not formally organized, for the purpose of acquiring, holding, voting or disposing of equity securities of a corporation shall be deemed a group for purposes of this subchapter. Notwithstanding any other provision of this subchapter to the contrary and regardless of whether a group has been deemed to acquire beneficial ownership of an equity security under this subchapter, each person who participates in a group, where such group is a controlling person or group as defined in this subchapter, shall also be deemed to be a controlling person or group for the purposes of this subchapter, and a direct or indirect transferee solely pursuant to a transfer or series of transfers under section 2571(b)(5)(ii) through (vi) (relating to application and effect of subchapter) of an equity security acquired from any person or group that is or becomes

a controlling person or group, shall be deemed, with respect to such equity security, to be acting in concert with the controlling person or group, and shall be deemed to have acquired such equity security in the same transaction (at the same time, in the same manner and from the same person) as its acquisition by the controlling person or group.

"Equity security." Any security, including all shares, stock or similar security, and any security convertible into (with or without additional consideration) or exercisable for any such shares, stock or similar security, or carrying any warrant, right or option to subscribe to or purchase such shares, stock or similar security or any such warrant, right, option or similar instrument. The term also includes any other security, instrument, right of payment or other arrangement based on the value of any of the foregoing.

"Profit." The positive value, if any, of the difference between:

(1) the consideration received from the disposition of equity securities less only the usual and customary broker's commissions actually paid in connection with such disposition; and

(2) the consideration actually paid for the acquisition of such equity securities plus only the usual and customary broker's commissions actually paid in connection with such acquisition.

"Proxy." Includes any proxy, consent or authorization. "Proxy solicitation" or "solicitation of proxies." Includes any solicitation of a proxy, including a solicitation of a revocable proxy of the nature and under the circumstances described in section 2574(b)(3) (relating to controlling person or group safe harbor).

"Publicly disclosed or caused to be disclosed." The term shall have the meaning specified in section 2562 (relating to definitions).

"Transfer." Includes an acquisition or disposition of equity securities in a transaction under Chapter 3 (relating to entity transactions).

"Voting shares." The term shall have the meaning specified in section 2552 (relating to definitions). (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 amended the defs. of "equity security" and "transfer." 1992 Amendment. Act 169 deleted the def. of "Exchange Act." 1990 Amendment. Act 198 amended the def. of "proxy solicitation" or "solicitation of proxies." Cross References. Section 2573 is referred to in sections 2562, 2574, 2576 of this title.
15 Pa.C.S. § 2529 — PA Code / Title 15 / Chapter 25 / Section 2529
Voting lists.
Status: in_force

A registered corporation is not required to produce or make available to its shareholders a list of shareholders in connection with any meeting of its shareholders for which a judge or judges of election are appointed, but such a list must be furnished to the judge or judges of election. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 2529.

Cross References. Section 2529 is referred to in section 1764 of this title.
15 Pa.C.S. § 301 — PA Code / Title 15 / Chapter 3 / Section 301
Transitional provisions (Repealed).
Status: repealed

1990 Repeal. Section 301 was repealed December 19, 1990, P.L.834, No.198, effective immediately.
15 Pa.C.S. § 1756 — PA Code / Title 15 / Chapter 17 / Section 1756
Quorum.
Status: in_force

(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 present. Unless otherwise provided in a bylaw adopted by the shareholders:

(1) A quorum for the purposes of consideration and action on a particular matter at a meeting shall consist of:

(i) the presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on the matter; and

(ii) if any shareholders are entitled to vote as a class on the matter, the presence of shareholders entitled to cast at least a majority of the votes entitled to be cast in the class vote.

(2) The shareholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

(3) If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided in this subpart, adjourn the meeting to a time and place they may determine.

(4) If a proxy casts a vote or takes other action on behalf of a shareholder on any issue other than a procedural motion considered at a meeting of shareholders, the shares for which the proxy has so acted shall be deemed to be present during the entire meeting for purposes of determining whether a quorum is present for consideration of any other issue.

(b) Exceptions.--Unless otherwise provided in a bylaw adopted by the shareholders, those shareholders entitled to vote who attend a meeting of shareholders:

(1) At which directors are to be elected that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in this section or in the bylaws, shall nevertheless constitute a quorum for the purpose of electing directors.

(2) That has been previously adjourned for one or more periods aggregating at least 15 days because of an absence of a quorum, although less than a quorum as fixed in this section or in the bylaws, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.

(c) Cross references.--See sections 2523 (relating to quorum at shareholder meetings) and 3134 (relating to quorum at shareholder or member meetings). (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 amended subsec. (a)(1), (3) and

(4). 1992 Amendment. Act 169 amended subsec. (b). 1990 Amendment. Act 198 amended subsec. (c). Cross References. Section 1756 is referred to in sections 1504, 2523, 3134 of this title.
15 Pa.C.S. § 8811 — PA Code / Title 15 / Chapter 88 / Section 8811
Short title and application of chapter.
Status: in_force

(a) Short title.--This chapter may be cited as the Pennsylvania Uniform Limited Liability Company Act of 2016.

(b) Initial application.--Before April 1, 2017, this chapter governs only:

(1) a limited liability company formed on or after February 21, 2017; and

(2) except as provided in subsection (c), a limited liability company formed before February 21, 2017, which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.

(c) Full effective date.--Except as provided in subsection

(d), on and after April 1, 2017, this chapter governs all limited liability companies.

(d) Certificates of membership interest.--For purposes of applying this chapter to a limited liability company formed before February 21, 2017, language in the company's certificate of organization authorizing the issuance of certificates of membership interest operates as if that language were in the operating agreement.

(e) Cross reference.--See section 8815(c)(5) (relating to contents of operating agreement).

Cross References. Section 8811 is referred to in sections 8812, 8815 of this title.
15 Pa.C.S. § 1577 — PA Code / Title 15 / Chapter 15 / Section 1577
Release of restrictions or payment for shares.
Status: in_force

(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 the proposed corporate action, it shall return any certificates that have been deposited and release uncertificated shares from any transfer restrictions imposed by reason of the demand for payment.

(b) Renewal of notice to demand payment.--When uncertificated shares have been released from transfer restrictions and deposited certificates have been returned, the corporation may at any later time send a new notice conforming to the requirements of section 1575 (relating to notice to demand payment), with like effect.

(c) Payment of fair value of shares.--Promptly after effectuation of the proposed corporate action, or upon timely receipt of demand for payment if the corporate action has already been effectuated, the corporation shall either remit to dissenters who have made demand and (if their shares are certificated) have deposited their certificates the amount that the corporation estimates to be the fair value of the shares, or give written notice that no remittance under this section will be made. The remittance or notice shall be accompanied by:

(1) The closing balance sheet and statement of income of the issuer of the shares held or owned by the dissenter for a fiscal year ending not more than 16 months before the date of remittance or notice together with the latest available interim financial statements.

(2) A statement of the corporation's estimate of the fair value of the shares.

(3) A notice of the right of the dissenter to demand payment or supplemental payment, as the case may be, accompanied by a copy of this subchapter.

(d) Failure to make payment.--If the corporation does not remit the amount of its estimate of the fair value of the shares as provided by subsection (c), it shall return any certificates that have been deposited and release uncertificated shares from any transfer restrictions imposed by reason of the demand for payment. The corporation may make a notation on any such certificate or on the records of the corporation relating to any such uncertificated shares that such demand has been made. If shares with respect to which notation has been so made shall be transferred, each new certificate issued therefor or the records relating to any transferred uncertificated shares shall bear a similar notation, together with the name of the original dissenting holder or owner of such shares. A transferee of such shares shall not acquire by such transfer any rights in the corporation other than those that the original dissenter had after making demand for payment of their fair value. (Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment. Act 198 amended subsecs. (c) and (d).

Cross References. Section 1577 is referred to in sections 1576, 1578, 2512 of this title.
15 Pa.C.S. § 205 — PA Code / Title 15 / Chapter 2 / Section 205
Other fundamental transactions.
Status: in_force

(a) General rule.--Any plan of merger, consolidation, exchange, asset transfer, division or conversion of any insurance corporation, any recapitalization or voluntary dissolution of any insurance corporation or any issuance of shares by any insurance corporation in exchange for shares of another insurance company shall become effective only if approved by the Insurance Department. See 15 Pa.C.S. § 103 (relating to subordination of title to regulatory laws).

(b) Standards.--A share exchange or similar transaction shall be approved if it is in accordance with law and the terms and conditions are fair. A reduction in capital stock shall be approved if it is in accordance with law and consistent with the interests of the policyholders and creditors. A merger or consolidation of a title insurance company or the acquisition of substantially all the assets or stock of a title insurance company or abstract company by a title insurance company shall be approved if it is in accordance with law, not inequitable to the shareholders of any title insurance or abstract company involved and will not substantially reduce the security of and service to be rendered to policyholders of the domestic title insurance company in this Commonwealth or elsewhere. Any other transaction subject to subsection (a) shall be approved if it is in accordance with law and not injurious to the interests of the policyholders and creditors.

(c) Approval of compensation.--No director, officer, agent or employee of any title insurance company or abstract company party to any merger, consolidation or acquisition subject to subsection (a) shall receive any fee, commission, compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting therein except as set forth in the terms of the transaction submitted to the Insurance Department for approval.

(d) Transactions with foreign corporations.--Any foreign insurance company participating in or resulting from any transaction subject to subsection (a) shall engage in the transaction only with the approval of the insurance supervising officials of the jurisdiction in which such foreign insurance company is incorporated or is to be incorporated. A change in domicile of an insurance corporation to another jurisdiction may be effected only with the consent of the Insurance Department. A foreign insurance company that is a surviving or resulting corporation in any transaction subject to subsection

(a) shall not be deemed to hold a certificate of authority to do an insurance business within this Commonwealth solely by reason of the approval by the Insurance Department and consummation of the transaction.

(e) Mergers of stock and mutual insurance companies.--A mutual insurance company shall not merge or consolidate with an insurance corporation organized on a stock share basis.

(f) Dissolution of mutual companies.--Assets of mutual life insurance companies, derived from a health and accident business, other than those properly credited to the members or policyholders on policies covering such business, and the assets of mutual companies, other than mutual life companies, which may not be properly credited to policyholders and members, shall be escheated to the Commonwealth upon the dissolution of such companies.

(g) Definition.--As used in this section, the term "recapitalization" includes any reduction in stated capital and excludes any new or additional share authorization for which approval by the Insurance Department is not required by section 204.
15 Pa.C.S. § 8892 — PA Code / Title 15 / Chapter 88 / Section 8892
Definitions.
Status: in_force

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 otherwise:

"Benefit company." A limited liability company that is subject to this subchapter.

"Benefit enforcement proceeding." A claim or action for:

(1) failure to pursue or create the general public benefit purpose of the benefit company or any specific public benefit purpose set forth in its certificate of organization; or

(2) violation of any obligation, duty or standard of conduct under this subchapter.

"General public benefit." A material positive impact on society and the environment, taken as a whole and assessed against a third-party standard, from the business and operations of a benefit company.

"Independent." When a person has no material relationship with a benefit company or any of its subsidiaries. A material relationship between an individual and a benefit company or any of its subsidiaries will be conclusively presumed to exist if:

(1) the person is or has been within the last three years an employee of the benefit company or any of its subsidiaries;

(2) an immediate family member of the person is or has been within the last three years an executive officer of the benefit company or any of its subsidiaries; or

(3) the person, or an association of which the person is a governor or officer or in which the person owns beneficially or of record 5% or more of the outstanding interests, owns beneficially or of record 5% or more of the outstanding interests of the benefit company. The percentage of ownership in an association shall be calculated as if all outstanding rights to acquire interests in the association had been exercised.

"Minimum status vote." As follows:

(1) In the case of a limited liability company, in addition to any other required approval or vote, the satisfaction of the following conditions:

(i) The members of every class or series must be entitled, as a class, to vote on the action regardless of a limitation stated in the certificate of organization or operating agreement on the voting rights of any class or series.

(ii) The action must be approved by a vote of the members of each class or series entitled to cast at least two-thirds of the votes that all members of the class or series are entitled to cast on the action.

(2) In the case of a domestic association other than a limited liability company, in addition to any other required approval, vote or consent, the satisfaction of the following conditions:

(i) The holders of every class or series of interest in the association that are entitled to receive a distribution of any kind from the association must be entitled as a class to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series.

(ii) The action must be approved by vote or consent of the holders described in subparagraph (i) entitled to cast at least two-thirds of the votes or consents that all of those holders are entitled to cast on the action.

"Specific public benefit." The term shall have the meaning specified in section 3302 (relating to definitions).

"Subsidiary." The term shall have the meaning specified in section 3302.

"Third-party standard." A standard for defining, reporting and assessing overall social and environmental performance which is:

(1) Comprehensive in that it assesses the effect of the business and its operations upon the interests listed in section 8895(a)(1)(ii), (iii), (iv) and (v) (relating to standard of conduct for members).

(2) Developed by an organization that is independent of the benefit company and satisfies the following requirements:

(i) Not more than one-third of the members of the governing body of the organization are representatives of any of the following:

(A) An association of businesses operating in a specific industry the performance of whose members is measured by the standard.

(B) Businesses from a specific industry or an association of businesses in that industry.

(C) Businesses whose performance is assessed against the standard.

(ii) The organization is not materially financed by an association or business described in subparagraph

(i).

(3) Credible because the standard is developed by a person that both:

(i) Has access to necessary expertise to assess overall social and environmental performance.

(ii) Uses a balanced multistakeholder approach, including a public comment period of at least 30 days to develop the standard.

(4) Transparent because the following information is publicly available:

(i) About the standard:

(A) The criteria considered when measuring the overall social and environmental performance of a business.

(B) The relative weightings, if any, of those criteria.

(ii) About the development and revision of the standard:

(A) The identity of the directors, officers, material owners and the governing body of the organization that developed and controls revisions to the standard.

(B) The process by which revisions to the standard and changes to the membership of the governing body are made.

(C) An accounting of the sources of financial support for the organization, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.
15 Pa.C.S. § 5764.1 — PA Code / Title 15 / Chapter 57 / Section 5764.1
Actions by members to enforce a secondary right (Repealed).
Status: repealed

2001 Repeal. Section 5764.1 was repealed June 22, 2001, P.L.418, No.34, effective in 60 days.
15 Pa.C.S. § 522 — PA Code / Title 15 / Chapter 5 / Section 522
Indemnification of authorized representatives.
Status: in_force

A banking institution shall be governed by the provisions of Subchapter D of Chapter 17 (relating to indemnification). (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References. Section 522 is referred to in section 518 of this title.
15 Pa.C.S. § 2704 — PA Code / Title 15 / Chapter 27 / Section 2704
Election of an existing business corporation to become a management corporation.
Status: in_force

(a) General rule.--A business corporation may become a management corporation under this chapter by filing articles of amendment which shall contain, in addition to the requirements of section 1915 (relating to articles of amendment):

(1) A heading stating the name of the corporation and that it is a management corporation.

(2) A statement that it elects to become a management corporation.

(3) The provisions required by section 2703 (relating to additional contents of articles of management corporations).

(b) Procedure.--An election to become subject to this chapter shall be proposed by a resolution adopted by the board of directors and shall be adopted in accordance with the requirements of Subchapter B of Chapter 19 (relating to amendment of articles). If an effective date is not stated in the articles of amendment, this chapter shall become applicable to the corporation on the date the articles of amendment are filed in the Department of State.

(c) Dissenters rights upon election.--If any shareholder of a corporation, other than a management company registered under the Investment Company Act of 1940, that adopts an election under this chapter to become a management corporation objects to that action and complies with the provisions of
15 Pa.C.S. § 5757 — PA Code / Title 15 / Chapter 57 / Section 5757
Action by members.
Status: in_force

(a) General rule.--Except as otherwise provided in this title or in a bylaw adopted by the members, whenever any corporate action is to be taken by vote of the members of a nonprofit corporation, it shall be authorized upon receiving the affirmative vote of a majority of the votes cast by the members entitled to vote thereon and, if any members are entitled to vote thereon as a class, upon receiving the affirmative vote of a majority of the votes cast by the members entitled to vote as a class.

(b) Changes in required vote.--Whenever a provision of this title requires a specified number or percentage of votes of members or of a class of members for the taking of any action, a nonprofit corporation may prescribe in a bylaw adopted by the members that a higher number or percentage of votes shall be required for the action. The number or percentage of members necessary to call a special meeting of members or to petition for the proposal of an amendment of articles under this subpart may not be increased under this subsection. See sections 5504(d) (relating to adoption, amendment and contents of bylaws) and 5914(d) (relating to adoption of amendments).

(c) Expenses.--Unless otherwise restricted in the articles, the corporation shall pay the reasonable expenses of solicitation of votes, proxies or consents of members by or on behalf of the board of directors or its nominees for election to the board, including solicitation by professional proxy solicitors and otherwise, and may pay the reasonable expenses of a solicitation by or on behalf of other persons.

(d) Cross reference.--See section 322 (relating to approval by nonprofit corporation). (July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)

Cross References. Section 5757 is referred to in sections 322, 5504 of this title.
15 Pa.C.S. § 8701 — PA Code / Title 15 / Chapter 87 / Section 8701
Scope and definition.
Status: in_force

(a) Application of chapter.--This chapter applies to a general or limited partnership formed under the laws of this Commonwealth that elects to be governed by this chapter. Any partnership that desires to elect to be governed by this chapter, or to amend or terminate the election, shall deliver to the Department of State for filing a statement of election, amendment or termination, as the case may be, which shall be signed by a general partner and shall set forth:

(1) The name of the partnership.

(2) The location of the principal place of business.

(3) The name of each general partner of the partnership as of the date of the statement.

(4) A statement that the partnership elects to be governed by this chapter or that the election to be governed by this chapter shall be amended or terminated, as the case may be.

(5) If the election is to be made or terminated, a statement that the election or termination has been authorized by at least a majority in interest of the partners.

(a.1) Effective date and time.--Subject to section 136(c) (relating to processing of documents by Department of State), upon the filing of the statement of election, amendment or termination in the department, the election to be governed by this chapter shall be effective, amended or terminated, as the case may be.

(b) Effect of election.--As long as an election under subsection (a) is in effect, the partnership shall be governed by the provisions of this chapter and, to the extent not inconsistent with this chapter, Chapter 84 (relating to general partnerships) or, if a limited partnership, Chapter 86 (relating to limited partnerships).

(c) Definition.--As used in this chapter, the term "electing partnership" means a partnership as to which an election under subsection (a) is in effect.

(d) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References. Section 8701 is referred to in sections 102, 8703 of this title.
15 Pa.C.S. § 372 — PA Code / Title 15 / Chapter 3 / Section 372
Plan of domestication.
Status: in_force

(a) General rule.--A domestic entity may become a foreign entity of the same type by approving a plan of domestication. The plan shall be in record form and contain all of the following:

(1) The name and type of the domesticating entity.

(2) The name and jurisdiction of formation of the domesticated entity.

(3) The manner, if any, of canceling or converting those interests in the domesticating entity, if any, that are to receive special treatment as authorized by and subject to section 329 (relating to special treatment of interest holders).

(4) The proposed public organic record of the domesticated entity if it is a filing entity.

(5) The full text of the private organic rules of the domesticated entity that are proposed to be in record form.

(6) The other terms and conditions of the domestication.

(7) Any other provision required by:

(i) laws of this Commonwealth;

(ii) the laws of the jurisdiction of formation of the foreign domesticated entity; or

(iii) the organic rules of the domesticating entity.

(b) Optional contents.--In addition to the requirements of subsection (a), a plan of domestication may contain any other provision not prohibited by law.

(c) Terms of interests.--Except as provided in the plan of domestication pursuant to section 329, the terms of the interests in the domesticated entity and the rights of the interest holders in the domesticated entity shall be substantially the same as the terms of the interests and the rights of the interest holders in the domesticating entity, except to the extent a different term or right is required by a provision of the organic law of the domesticated entity that cannot be varied in its organic rules.

(d) Cross reference.--See section 316(c) (relating to contents of plan). Cross References. Section 372 is referred to in sections 8415, 8615, 8815 of this title.
15 Pa.C.S. § 374 — PA Code / Title 15 / Chapter 3 / Section 374
Amendment or abandonment of plan of domestication.
Status: in_force

(a) Approval of amendment.--A plan of domestication in which the domesticating entity is a domestic entity may be amended in one of the following ways:

(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.

(2) By the governors or interest holders of the domestic entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change any of the following:

(i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the plan.

(ii) The public organic record, if any, or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules.

(iii) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(b) Approval of abandonment.--After a plan of domestication has been approved by a domestic entity that is the domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic entity that is the domesticating entity may abandon the plan in the same manner as the plan was approved.

(c) Statement of abandonment.--If a plan of domestication is abandoned after a statement of domestication has been delivered to the department for filing and before the statement becomes effective, a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness), signed by the domesticating entity, must be delivered to the department for filing before the time the statement of domestication becomes effective.
15 Pa.C.S. § 516 — PA Code / Title 15 / Chapter 5 / Section 516
Alternative standard.
Status: in_force

(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 may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon communities in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of section 512 (relating to standard of care, justifiable reliance and business judgment rule).

(b) Presumption.--(Deleted by amendment).

(c) Cross reference.--See section 511(b) (relating to alternative provisions). (Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) Cross References. Section 516 is referred to in sections 511, 512, 517 of this title.
15 Pa.C.S. § 203 — PA Code / Title 15 / Chapter 2 / Section 203
Authorization to do business.
Status: in_force

No insurance corporation incorporated after June 19, 1991, shall have power to engage in the business of insurance until it shall have received a certificate from the Insurance Department authorizing the corporation to commence business.
15 Pa.C.S. § 6103 — PA Code / Title 15 / Chapter 61 / Section 6103
Acquisition of foreign domiciliary corporation status.
Status: in_force

(a) General rule.--A foreign nonprofit corporation shall become a foreign domiciliary corporation under section 6102 (relating to foreign domiciliary corporations) on the first day of the month following the month in which the corporation first has knowledge that either test has been met or upon entry of an order by any court of competent jurisdiction declaring that either test has been met.

(b) Newly incorporated corporations.--Where the test or tests under section 6102 are met at the time of the admission of the first members of the corporation and continuously thereafter, foreign domiciliary corporation status when established shall be retroactive to the incorporation of the corporation. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 6103.
15 Pa.C.S. § 8484 — PA Code / Title 15 / Chapter 84 / Section 8484
Power to bind partnership after dissolution.
Status: in_force

(a) Power of partner.--A partnership is bound by a partner's act after dissolution which:

(1) is appropriate for winding up the partnership business; or

(2) would have bound the partnership under section 8431 (relating to partner agent of partnership) before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.

(b) Power of person dissociated as partner.--A person dissociated as a partner binds a partnership through an act occurring after dissolution if:

(1) at the time the other party enters into the transaction:

(i) less than two years have passed since the dissociation; and

(ii) the other party does not know or have notice of the dissociation and reasonably believes that the person is a partner; and

(2) the act:

(i) is appropriate for winding up the partnership's business; or

(ii) would have bound the partnership under section 8431 before dissolution and the other party does not know or have notice of the dissolution at the time the other party enters into the transaction. Cross References. Section 8484 is referred to in sections 8482, 8485 of this title.
15 Pa.C.S. § 5341 — PA Code / Title 15 / Chapter 53 / Section 5341
Statement of revival.
Status: in_force

(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 April 9, 1929 (P.L.343, No.176), known as The Fiscal Code, or otherwise, or whose corporate existence has expired by reason of any limitation contained in its charter or articles and the failure to effect a timely renewal or extension of its corporate existence, may, at any time by delivering to the department for filing a statement of revival, procure a revival of its charter or articles, together with all the rights, franchises, privileges and immunities and subject to all of its duties, debts and liabilities that had been vested in and imposed upon the corporation by its charter or articles as last in effect.

(b) Contents of statement.--The statement of revival shall be signed in the name of the forfeited or expired corporation and shall, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), set forth:

(1) The name of the corporation at the time its charter or articles were forfeited or expired and the address, including street and number, if any, of its last registered office.

(2) The statute by or under which the corporation was incorporated and the date of incorporation.

(3) The name that the corporation adopts as its new name if the adoption of a new name is required by section 207 (relating to required name changes by senior associations).

(4) The address, including street and number, if any, of its registered office in this Commonwealth.

(5) A reference to the proclamation or other action by which its charter or articles were forfeited or a reference to the limitation contained in its expired charter or articles.

(6) A statement that the corporate existence of the corporation shall be revived.

(7) A statement that the filing of the statement of revival has been authorized by the corporation. Every forfeited or expired corporation may act by its last directors or may elect directors and officers in the manner provided by this subpart for the limited purpose of effecting a filing under this section.

(c) Filing and effect.--The statement of revival and, in the case of a forfeited corporation, the clearance certificates required by section 139 (relating to tax clearance of certain fundamental transactions) shall be delivered to the department for filing. Upon the filing of the statement of revival, the corporation shall be revived with the same effect as if its charter or articles had not been forfeited or expired by limitation. The revival shall validate all contracts and other

transactions made and effected within the scope of the articles of the corporation by its representatives during the time when its charter or articles were forfeited or expired to the same effect as if its charter or articles had not been forfeited or expired.

(d) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
15 Pa.C.S. § 9132 — PA Code / Title 15 / Chapter 91 / Section 9132
Distributions prohibited; compensation and other permitted payments.
Status: in_force

(a) General rule.--Except as provided in subsection (b), a nonprofit association may not pay dividends or make distributions to a member or manager.

(b) Permitted payments.--A nonprofit association may:

(1) pay reasonable compensation or reimburse reasonable expenses to a member or manager for services rendered;

(2) confer benefits on or make contributions to a member or manager in conformity with its nonprofit purposes;

(3) repurchase a membership and repay a capital contribution made by a member to the extent authorized by its governing principles;

(4) repay indebtedness to a member or manager; and

(5) make distributions of property to members upon winding up and termination to the extent permitted by section 9135 (relating to winding up). (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 9132.
15 Pa.C.S. § 8232 — PA Code / Title 15 / Chapter 82 / Section 8232
Liability for improper distributions by limited liability partnership.
Status: in_force

(a) General rule.--If a partner of a limited liability partnership consents to a distribution made in violation of section 8231 (relating to limitations on distributions by limited liability partnership) and in consenting to the distribution fails to comply with section 8447 (relating to standards of conduct for partners), the partner is personally liable to the partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of section 8231.

(b) Recipients.--A person that receives a distribution knowing that the distribution violated section 8231 is personally liable to the limited liability partnership, but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 8231.

(c) Contribution.--A person against which an action is commenced because the person is liable under subsection (a) may:

(1) join any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and

(2) join any person that received a distribution in violation of subsection (b) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b).

(d) Statute of repose.--An action under this section is barred unless commenced within two years after the distribution. Cross References. Section 8232 is referred to in section 8441 of this title.
15 Pa.C.S. § 7703 — PA Code / Title 15 / Chapter 77 / Section 7703
Corporations.
Status: in_force

(a) Members and purpose.--Corporations, productive and distributive, may be incorporated under this chapter, upon compliance with its requirements, by five or more farmers, mechanics, laborers or other persons who have incorporated themselves together by written articles under section 7704 (relating to articles of incorporation) for the purpose of carrying on agricultural, horticultural, mining, quarrying, building, mechanical, manufacturing or commercial business; for the purpose of manufacturing, cultivating, raising, trading or dealing in goods, wares, merchandise, chattels, grains, vegetables, roots, fruits and other produce or animals; or for the purpose of buying, selling, holding, leasing or improving lands, tenements or buildings.

(b) Name.--

(1) The name of the corporation must comply with section 202 (relating to requirements for names generally).

(2) The two last words of the name shall be "cooperative corporation," but it shall be unlawful to use in the name either the words "society" or "company." A violation of this paragraph by a corporation formed under this chapter renders each member personally liable for all debts of the corporation.

(c) Business office.--A corporation must have a regular business office. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015) 2014 Amendment. Act 172 amended subsec. (b)(1). 1990 Amendment. Act 198 renumbered section 7702 to section 7703 and renumbered former section 7703 to section 7704 and amended subsec. (a), retroactive to June 19, 1989. Cross References. Section 7703 is referred to in section 7720 of this title.
15 Pa.C.S. § 2324 — PA Code / Title 15 / Chapter 23 / Section 2324
Corporation option where a restriction on transfer of a security is held invalid.
Status: in_force

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 statutory close corporation is held not to be authorized by section 1529 (relating to transfer of securities; restrictions), the corporation shall nevertheless have an option, for a period of 30 days after the judgment setting aside the restriction becomes final, to acquire the restricted security at a price that is agreed upon by the parties or, if an agreement is not reached, at the fair value as determined under Subchapter D of Chapter 15 (relating to dissenters rights). Cross References. Section 2324 is referred to in section 1571 of this title.
15 Pa.C.S. § 1755 — PA Code / Title 15 / Chapter 17 / Section 1755
Time of holding meetings of shareholders.
Status: in_force

(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 the articles, at least one meeting of the shareholders shall be held in each calendar year for the election of directors at such time as shall be provided in or fixed pursuant to authority granted by the bylaws. Failure to hold the annual or other regular meeting at the designated time shall not work a dissolution of the corporation or affect otherwise valid corporate acts. If the annual or other regular meeting is not called and held within six months after the designated time, any shareholder may call the meeting at any time thereafter.

(b) Special meetings.--Special meetings of the shareholders may be called at any time:

(1) by the board of directors;

(2) unless otherwise provided in the articles, by shareholders entitled to cast at least 20% of the votes that all shareholders are entitled to cast at the particular meeting;

(3) by such officers or other persons as may be provided in the bylaws; or

(4) as provided in section 1725(b)(3) (relating to selection of directors).

(b.1) Duties of secretary.--At any time, upon written request of any person who has called a special meeting, it shall be the duty of the secretary to fix the time of the meeting which, if the meeting is called pursuant to a statutory right, shall be held within any period specified by this subpart or, if no period is specified, not more than 60 days after the receipt of the request. If the secretary neglects or refuses to fix the time of the meeting, the person or persons calling the meeting may do so. See sections 2521 (relating to call of special meetings of shareholders) and 2565(a) (relating to procedure for establishing voting rights of control shares).

(c) Adjournments.--Adjournments of any regular or special meeting may be taken but any meeting at which directors are to be elected shall be adjourned for no longer than from day to day, or for such longer periods not exceeding 15 days each as the shareholders present and entitled to vote shall direct, until the directors have been elected. See section 2522 (relating to adjournment or postponement of meeting of shareholders).

(d) Postponement or cancellation.--The board of directors may postpone, or delegate to an officer the authority to postpone, the annual or other regular meeting of shareholders, subject to the provision of subsection (a) providing for a meeting each calendar year. Unless otherwise restricted in the bylaws or otherwise provided by statute, the holding of a special meeting of shareholders may be postponed for not more than 15 days or may be canceled by the person or group that called the special meeting. In the case of a postponed or canceled meeting, prompt notice in record form of the postponement or cancellation must be given to the shareholders entitled to vote at the meeting.

(e) Cross reference.--See section 1106(b)(4) (relating to uniform application of subpart). (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 amended subsecs. (b) and (c), added subsec. (b.1), relettered former subsec. (d) to subsec. (e) and added present subsec. (d). 1990 Amendment. Act 198 amended subsec. (a) and added subsec. (d). Cross References. Section 1755 is referred to in sections 1106, 1509, 2565 of this title.
15 Pa.C.S. § 1110 — PA Code / Title 15 / Chapter 11 / Section 1110
Annual report information (Repealed).
Status: repealed

2022 Repeal. Section 1110 was repealed November 3, 2022, P.L.1791, No.122, effective in 60 days.
15 Pa.C.S. § 8437 — PA Code / Title 15 / Chapter 84 / Section 8437
Actions by and against partnership and partners.
Status: in_force

(a) Partnership as party.--A partnership may sue and be sued in the name of the partnership.

(b) Partner as party.--To the extent not inconsistent with section 8436 (relating to partner's liability), a partner may be joined in an action against the partnership or named in a separate action.

(c) Judgment against partnership only.--A judgment against a partnership:

(1) is not by itself a judgment against a partner; and

(2) except as provided in subsection (d), may not be satisfied from a partner's assets.

(d) Judgment against partnership and partner.--If there is a judgment against a partnership and a partner on the same claim, the judgment creditor may levy execution against the assets of the partner if both of the following apply:

(1) The partner is personally liable for the claim under section 8436.

(2) One of the following subparagraphs applies:

(i) A writ of execution on the judgment against the partnership has been returned unsatisfied in whole or in part.

(ii) The partnership is a debtor in bankruptcy.

(iii) The partner has agreed that the creditor need not exhaust partnership assets.

(iv) A court grants permission to levy execution based on a finding that:

(A) partnership assets subject to execution are clearly insufficient to satisfy the judgment;

(B) exhaustion of partnership assets is excessively burdensome; or

(C) the grant of permission is an appropriate exercise of the court's equitable powers.

(v) Liability is imposed on the partner by law or contract independent of the existence of the partnership.

(e) Liability for representations.--This section also applies to any debt, liability or other obligation of a partnership which results from a representation by a partner or purported partner under section 8438 (relating to liability of purported partner).

(f) Cross reference.--See section 8415(c)(8) (relating to contents of partnership agreement). Cross References. Section 8437 is referred to in section 8415 of this title.
15 Pa.C.S. § 5783 — PA Code / Title 15 / Chapter 57 / Section 5783
Special litigation committee.
Status: in_force

(a) General rule.--If a nonprofit corporation or the board of directors receives a demand to bring an action to enforce a right of the corporation, or if a derivative action is commenced before demand has been made on the corporation or the board, the board may appoint a special litigation committee to investigate the claims asserted in the demand or action and to determine on behalf of the corporation or recommend to the board whether pursuing any of the claims asserted is in the best interests of the corporation. The corporation must deliver a notice in record form to the person making the demand, or to the plaintiff if a derivative action has been commenced, promptly after the appointment of a committee under this section notifying the person making the demand or the plaintiff that a committee has been appointed and identifying by name the members of the committee.

(b) Discovery stay.--If the board of directors appoints a special litigation committee and an action is commenced before a determination has been made under subsection (e):

(1) On motion by the nonprofit corporation, or the committee made in the name of the corporation, the court shall stay discovery for the time reasonably necessary to permit the committee to complete its investigation, except for good cause shown.

(2) The time for the defendants to plead shall be tolled until the process provided for under subsection (f) has been completed.

(c) Composition of committee.--A special litigation committee shall be composed of two or more individuals who:

(1) are not interested in the claims asserted in the demand or action;

(2) are capable as a group of objective judgment in the circumstances; and

(3) may, but need not, be members, directors or members of an other body.

(c.1) Committee members who are not directors or members of an other body.--A member of a special litigation committee who is not a director or member of an other body, when acting as a member of the committee, is subject to the liabilities

imposed, and entitled to the rights and immunities conferred by Subchapters B (relating to fiduciary duty) and D (relating to indemnification) and other provisions of law upon directors of a corporation.

(d) Appointment of committee.--A special litigation committee may be appointed:

(1) by a majority of the directors not named as actual or potential parties in the demand or action; or

(2) if all the directors are named as actual or potential parties in the demand or action, by a majority of:

(i) the members of an other body not named as parties in the proceeding if the other body has the authority to appoint a special litigation committee; or

(ii) the directors so named.

(e) Determination.--After appropriate investigation by a special litigation committee, the committee may determine, or the committee may recommend to the board of directors that the board determine that it is in the best interests of the nonprofit corporation that:

(1) an action based on some or all of the claims asserted in the demand not be brought by the corporation but that the corporation not object to an action being brought by the party that made the demand;

(2) an action based on some or all of the claims asserted in the demand be brought by the corporation;

(3) some or all of the claims asserted in the demand be settled on terms determined or recommended by the committee;

(4) an action not be brought based on any of the claims asserted in the demand;

(5) an action already commenced continue under the control of:

(i) the plaintiff;

(ii) the corporation; or

(iii) the committee;

(6) some or all the claims asserted in an action already commenced be settled on terms determined or recommended by the committee; or

(7) an action already commenced be dismissed.

(f) Court review and action.--If a special litigation committee is appointed and a derivative action is commenced before or after the committee makes a determination under subsection (e) or the board of directors determines under subsection (e) to accept the recommendation of the committee:

(1) The nonprofit corporation or the committee shall file with the court after a determination is made under subsection (e) a statement of the determination and a report of the committee supporting the determination. The corporation or the committee shall serve each party with a copy of the determination and report. If the corporation or the committee moves to file the report under seal, the report shall be served on the parties subject to an appropriate stipulation agreed to by the parties or a protective order issued by the court.

(2) The corporation or the committee shall file with the court a motion, pleading or notice consistent with the determination under subsection (e).

(3) If the determination is one described in subsection

(e)(2), (3), (4), (5)(ii), (6) or (7), the court shall determine whether the members of the committee met the qualifications required under subsection (c)(1) and (2) and whether the committee conducted its investigation and made

its determination or recommendation in good faith, independently and with reasonable care. The plaintiff has the burden of proving that the committee did not meet those qualifications or act in the required manner. If the court finds that the members of the committee met the qualifications required under subsection (c)(1) and (2) and that the committee acted in good faith, independently and with reasonable care, the court shall enforce the determination of the committee or the board. Otherwise, the court shall:

(i) dissolve any stay of discovery entered under subsection (b);

(ii) allow the action to continue under the control of the plaintiff; and

(iii) permit the defendants to file preliminary objections, other appropriate pleadings and motions.

(g) Attorney General.--Nothing in this section limits the rights, powers and duties of the Attorney General under other applicable law with respect to a nonprofit corporation.

(h) Interest of a defendant.--The fact that a person is named as a defendant does not make the person interested in the claims asserted in a demand or action for purposes of subsection

(c)(1) if the claims against the person:

(1) are based only on an allegation that the person approved of or acquiesced in the transaction or conduct that is the subject of the claims; and

(2) do not otherwise allege with particularity facts that, if true, raise a significant prospect that the person would be adjudged liable. (Nov. 21, 2016, P.L.1328, No.170, eff. 90 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 amended subsecs. (a), (b)(1), (e) intro. par., (3) and (6) and (f) and added subsecs. (c.1) and

(h). 2016 Amendment. Act 170 added section 5783. Cross References. Section 5783 is referred to in section 5781 of this title.
15 Pa.C.S. § 507 — PA Code / Title 15 / Chapter 5 / Section 507
Validation of certain share authorizations.
Status: in_force

(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 on conversion thereof into or exchange thereof for other shares of the corporation, purchased or redeemed and canceled any shares, canceled any treasury shares, redeemed any shares or adopted any resolution of the board with respect to authorized but unissued shares reducing the number of shares that the corporation is authorized to issue without filing in the Department of State a statement of redemption and cancellation, a statement of cancellation of shares, a statement of reduction of authorized shares or similar document as then provided by any statute supplied or repealed by Subpart B (relating to business corporations), such action shall be deemed not to have had any effect on the authorized share structure of the corporation and the number and class of shares authorized to be issued by the corporation from time to time and at any time shall be deemed and taken to be the number and class of shares as set forth at the time in the most recently amended text of the charter or articles of the corporation as then on file in the department.

(b) Restriction on reissuance.--Subsection (a) shall not validate any shares reissued in violation of a provision of the charter or articles prohibiting the reissuance of redeemed or otherwise acquired shares. Except as otherwise expressly provided therein, such a provision shall not be interpreted as prohibiting the reissuance of redeemed or otherwise acquired shares as shares of a different class or series.
15 Pa.C.S. § 8875 — PA Code / Title 15 / Chapter 88 / Section 8875
Other claims against dissolved limited liability company.
Status: in_force

(a) Permissive notice.--A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.

(b) Notice procedure.--A notice under subsection (a) must:

(1) be officially published one time;

(2) describe the information required to be contained in a claim, state that the claim must be in writing and provide a mailing address to which the claim is to be sent; and

(3) state that a claim against the limited liability company is barred unless an action to enforce the claim is commenced within two years after publication of the notice.

(c) Claims barred.--If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company within two years after the publication date of the notice:

(1) a claimant that did not receive notice in record form under section 8874 (relating to known claims against dissolved limited liability company);

(2) a claimant whose claim was timely sent to the company but not acted on; and

(3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.

(d) Claims not barred.--A claim not barred under this section or section 8874 may be enforced:

(1) against a dissolved limited liability company, to the extent of its undistributed assets; and

(2) except as provided in section 8876 (relating to court proceedings), if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution, whichever is less, except that a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution. Cross References. Section 8875 is referred to in sections 8845, 8876 of this title.
15 Pa.C.S. § 2553 — PA Code / Title 15 / Chapter 25 / Section 2553
Interested shareholder.
Status: in_force

(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 the corporation) that:

(1) is the beneficial owner, directly or indirectly, of shares entitling that person to cast at least 20% of the votes that all shareholders would be entitled to cast in an election of directors of the corporation; or

(2) is an affiliate or associate of such corporation and at any time within the five-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of shares entitling that person to cast at least 20% of the votes that all shareholders would be entitled to cast in an election of directors of the corporation.

(b) Exception.--For the purpose of determining whether a person is an interested shareholder:

(1) the number of votes that would be entitled to be cast in an election of directors of the corporation shall be calculated by including shares deemed to be beneficially owned by the person through application of the definition of "beneficial owner" in section 2552 (relating to definitions), but excluding any other unissued shares of such corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion or option rights, or otherwise; and

(2) there shall be excluded from the beneficial ownership of the interested shareholder any:

(i) shares which have been held continuously by a natural person since January 1, 1983, and which are then held by that natural person;

(ii) shares which are then held by any natural person or trust, estate, foundation or other similar entity to the extent such shares were acquired solely by gift, inheritance, bequest, devise or other testamentary distribution or series of those transactions, directly or indirectly, from a natural person who had acquired such shares prior to January 1, 1983; or

(iii) shares which were acquired pursuant to a stock split, stock dividend, reclassification or similar recapitalization with respect to shares described under this paragraph that have been held continuously since their issuance by the corporation by the natural person or entity that acquired them from the corporation, or that were acquired, directly or indirectly, from the natural person or entity, solely pursuant to a transaction or series of transactions described in subparagraph (ii), and that are then held by a natural person or entity described in subparagraph (ii). Cross References. Section 2553 is referred to in sections 1106, 2521, 2552 of this title.
15 Pa.C.S. § 5106 — PA Code / Title 15 / Chapter 51 / Section 5106
Uniform application of subpart.
Status: in_force

(a) General rule.--Except as provided in subsection (b), this title and its amendments are intended to provide uniform rules for the governance and regulation of the affairs of nonprofit corporations and of their officers, directors and members and of members of other bodies, regardless of the date or manner of incorporation or qualification, or of the issuance of any evidences of membership in or shares of a nonprofit corporation.

(b) Exceptions.--

(1) Unless expressly provided otherwise in any amendment to this title, the amendment shall take effect only prospectively.

(2) Any existing corporation lawfully using a name or, as a part of its name, a word that could not be used as or included in the name of a corporation subsequently incorporated or qualified under this title may continue to use the name or word as part of its name if the use or inclusion of the word or name was lawful when first adopted by the corporation in this Commonwealth.

(3) Subsection (a) shall not adversely affect the rights specifically provided for or saved in this subpart, including, without limiting the generality of the foregoing, the provisions of section 363 (relating to approval of division).

(4) Nothing in this title shall be deemed to repeal or supersede any provision in section 7 of the act of April 26, 1855 (P.L.328, No.347), entitled "An act relating to

Corporations and to Estates held for Corporate, Religious and Charitable uses." (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015) Cross References. Section 5106 is referred to in section 5311 of this title.
15 Pa.C.S. § 5302 — PA Code / Title 15 / Chapter 53 / Section 5302
Number and qualifications of incorporators.
Status: in_force

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 subpart. (July 9, 2013, P.L.476, No.67, eff. 60 days)
15 Pa.C.S. § 2542 — PA Code / Title 15 / Chapter 25 / Section 2542
Definitions.
Status: in_force

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 otherwise:

"Control transaction." The acquisition by a person or group of the status of a controlling person or group.

"Controlling person or group." A controlling person or group as defined in section 2543 (relating to controlling person or group).

"Fair value." A value not less than the highest price paid per share by the controlling person or group at any time during the 90-day period ending on and including the date of the control transaction plus an increment representing any value, including, without limitation, any proportion of any value payable for acquisition of control of the corporation, that may not be reflected in such price.

"Partial payment amount." The amount per share specified in section 2545(c)(2) (relating to contents of notice).

"Subsidiary." Any corporation as to which any other corporation has or has the right to acquire, directly or indirectly, through the exercise of all warrants, options and rights and the conversion of all convertible securities, whether issued or granted by the subsidiary or otherwise, voting power over voting shares of the subsidiary that would entitle the holders thereof to cast in excess of 50% of the votes that all shareholders would be entitled to cast in the election of directors of such subsidiary, except that a subsidiary will not be deemed to cease being a subsidiary as long as such corporation remains a controlling person or group within the meaning of this subchapter.

"Voting shares." The term shall have the meaning specified in section 2552 (relating to definitions). (Apr. 27, 1990, P.L.129, No.36, eff. imd.)
15 Pa.C.S. § 5733 — PA Code / Title 15 / Chapter 57 / Section 5733
Removal of officers and agents.
Status: in_force

Unless otherwise provided in the bylaws, any officer or agent of a nonprofit corporation may be removed by the board of directors or other body with or without cause. The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. (July 9, 2013, P.L.476, No.67, eff. 60 days)
15 Pa.C.S. § 9128 — PA Code / Title 15 / Chapter 91 / Section 9128
Selection and management rights of managers.
Status: in_force

Except as provided in this chapter or the governing principles:

(1) if there is no manager selected and serving, all members are managers;

(2) only the members may select a manager;

(3) a manager may be a member or a nonmember;

(4) each manager has equal rights in the management and conduct of the activities of the nonprofit association;

(5) all matters relating to the activities of the nonprofit association are decided by its managers except for matters reserved for approval by the members in section 9123 (relating to approval by members); and

(6) a difference among the managers is decided by a majority of the managers. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 9128.
15 Pa.C.S. § 1971 — PA Code / Title 15 / Chapter 19 / Section 1971
Voluntary dissolution by shareholders or incorporators.
Status: in_force

(a) General rule.--The shareholders or incorporators of a business corporation that has never transacted business or held assets other than money received from subscriptions for shares may effect the dissolution of the corporation by filing articles of dissolution in the Department of State. The articles of dissolution shall be executed in the name of the corporation

by a majority of the incorporators or a majority in interest of the shareholders and shall set forth:

(1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office.

(2) The statute under which the corporation was incorporated and the date of incorporation.

(3) That the corporation has never transacted business or held assets other than money received from subscriptions for shares.

(4) That the amount, if any, actually paid in on subscriptions for its shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto.

(5) That all liabilities of the corporation have been discharged or that adequate provision has been made therefor.

(6) That a majority of the incorporators or a majority in interest of the shareholders elect that the corporation be dissolved.

(b) Filing.--The articles of dissolution shall be filed in the Department of State. See section 134 (relating to docketing statement).

(c) Effect.--Upon the filing of the articles of dissolution, the existence of the corporation shall cease. (Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) 2016 Amendment. Act 170 amended subsec. (a). Cross References. Section 1971 is referred to in section 139 of this title.
15 Pa.C.S. § 8448 — PA Code / Title 15 / Chapter 84 / Section 8448
Actions by partnership and partners.
Status: in_force

(a) Action by partnership.--A partnership may maintain an action against a partner for either of the following that causes or threatens harm to the partnership:

(1) a breach of the partnership agreement; or

(2) the violation of a duty to the partnership.

(b) Action by partner.--A partner may maintain an action against the partnership or another partner, with or without an accounting as to partnership business, to enforce the partner's rights and protect the partner's interests, including rights and interests under the partnership agreement or this title or arising independently of the partnership relationship.

(c) Claims not revived.--A right to an accounting on dissolution and winding up does not revive a claim barred by law.

(d) Cross reference.--See section 8415(c)(12)(relating to contents of partnership agreement). Cross References. Section 8448 is referred to in sections 8415, 8471 of this title.
15 Pa.C.S. § 7716 — PA Code / Title 15 / Chapter 77 / Section 7716
Directors and officers.
Status: in_force

(a) Directors.--

(1) The business of the corporation shall be managed by a board of not less than five directors, who shall be natural persons. At least a majority of the board must be members. The first directors shall serve until the first annual meeting of the corporation, at which time their successors shall be elected by the members of the corporation. Thereafter, a director shall hold office for a term of not less than one year nor more than three years and until a successor is elected and qualified. In an election for directors, a member has the right to cast the number of votes equal to the number of directors to be elected; and the member may cast the whole number of votes for one director or may distribute them among several candidates. An election for a director shall be by secret ballot. A director may be elected to successive terms.

(2) Except as otherwise provided in the bylaws:

(i) A director shall be elected for a term of at least one year, except that the first directors shall serve only until the first annual meeting.

(ii) Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the board, though less than a quorum. A person so elected shall be a director until a successor is elected by the members, who shall make such an election at the next annual meeting of the members or at a special meeting for that purpose.

(iii) The meetings of the board of directors may be held at a place determined by a majority of the directors.

(iv) A quorum for the transaction of business consists of a majority of the directors in office; and, of those present, at least a majority must be members of the corporation. The acts of a majority of the directors present at a meeting at which a quorum is present are the acts of the board of directors.

(v) The board of directors may, by resolution adopted by a majority of the board, appoint two or more directors as an executive committee, which, to the extent provided in the resolution, shall have and exercise the authority of the board of directors.

(vi) An action taken at a meeting of the directors or members of the executive committee may be taken without a meeting, if consent in writing setting forth the action taken is signed by all of the directors or all of the members of the executive committee, as the case may be. The consent shall be filed with the secretary of the corporation.

(vii) Each director shall be provided with an updated copy of the articles of the corporation along with proposed amendments.

(3) If the bylaws so provide, the directors of a corporation may be classified in respect to the time for which they shall hold office. In this case each class shall be as nearly equal in number as possible; the term of office of at least one class shall expire in each year; and the members of a class shall not be elected for a shorter period than one year or for a longer period than three years. If, at a meeting, directors of more than one class are to be

elected, each class of directors shall be elected in a separate election.

(4) A director may be removed from office by the affirmative vote of not less than a majority of the members present and voting at a regular meeting or a special meeting called for that purpose. A director may be removed from office for cause by a vote of not less than a majority of the directors then in office, but this removal may be reversed by a vote by a majority of the members present and voting at a special meeting called for that purpose. The bylaws shall provide for the filing of charges of cause, the giving of notice of the charges, an opportunity to be heard and the procedures under which a director may be removed.

(b) Officers.--

(1) The board shall elect a president, a secretary and a treasurer, and may elect one or more vice presidents, and other officers as authorized in the bylaws. Officers must be members. Any two of the offices of vice president, secretary and treasurer may be held by one person.

(2) An officer may be removed by the affirmative vote of a majority of the directors if, in their judgment, the best interest of the corporation will be served by removal.
15 Pa.C.S. § 131 — PA Code / Title 15 / Chapter 1 / Section 131
Application of subchapter.
Status: in_force

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 of law that:

(1) makes reference to the powers and procedures of this subchapter; or

(2) to the extent not inconsistent with this subchapter:

(i) requires a filing in the bureau; and

(ii) does not specify some or all of the necessary procedures for the filing provided in this subchapter. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days)
15 Pa.C.S. § 6121 — PA Code / Title 15 / Chapter 61 / Section 6121
Admission of foreign corporations (Repealed).
Status: repealed

2014 Repeal. Section 6121 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
15 Pa.C.S. § 6102 — PA Code / Title 15 / Chapter 61 / Section 6102
Foreign domiciliary corporations.
Status: in_force

A foreign nonprofit corporation is a foreign domiciliary corporation if it is a corporation:

(1) which derived more than one-half of its revenues for the preceding three fiscal years, or such portion thereof as the corporation was in existence, from sources in this Commonwealth and was at any time during that period doing business in this Commonwealth on the basis of the most minimal contacts with this Commonwealth permitted under the Constitution of the United States; or

(2) at least a majority of the bona fide members of which are residents of this Commonwealth. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 6102. Cross References. Section 6102 is referred to in sections 5103, 6103, 6104 of this title.
15 Pa.C.S. § 7106 — PA Code / Title 15 / Chapter 71 / Section 7106
Election of an existing nonprofit corporation to become a cooperative corporation.
Status: in_force

(a) General rule.--Any nonprofit corporation not organized on the cooperative principle may become a nonprofit cooperative corporation under this chapter by:

(1) Adopting a plan of conversion adjusting its affairs so as to comply with the requirements of this chapter applicable to cooperative corporations.

(2) Filing articles of amendment which shall contain, in addition to the requirements of section 5915 (relating to articles of amendment):

(i) A statement that the corporation elects to become a cooperative corporation.

(ii) The provisions required by section 7102(a) (relating to cooperative corporations generally) to be set forth in the articles of a cooperative corporation.

(iii) Such other changes, if any, that may be desired in the articles.

(b) Procedure.--The plan of conversion of the corporation into a cooperative corporation (which plan shall include the amendment of the articles required by subsection (a)) shall be adopted in accordance with the requirements of Subchapter B of
15 Pa.C.S. § 5767 — PA Code / Title 15 / Chapter 57 / Section 5767
Appointment of custodian of corporation on deadlock or other cause.
Status: in_force

(a) General rule.--Upon application of any member, the court may appoint one or more persons to be custodians of and for any nonprofit corporation when it appears that:

(1) at any meeting for the election of directors or members of an other body, the members are so divided that they have failed to elect successors to those whose terms have expired or would have expired upon the qualification of their successors; or

(2) any of the conditions specified in section 5981 (relating to proceedings upon application of member or director), other than that it is beneficial to the interest of the members that the corporation be wound up and dissolved, exist with respect to the corporation.

(a.1) Exception.--The court shall not appoint a custodian to resolve a deadlock if the members by agreement or otherwise have provided for the appointment of a provisional director or member of an other body or other means for the resolution of the deadlock, but the court shall enforce the remedy so provided, if appropriate.

(b) Power and title of custodian.--A custodian appointed under this section shall have all the power and title of a receiver appointed under Subchapter G of Chapter 59 (relating to involuntary liquidation and dissolution), but the authority of the custodian shall be to continue the business of the corporation and not to liquidate its affairs and distribute its assets except when the court shall otherwise order.

(c) Cross reference.--See section 6145 (relating to applicability of certain safeguards to foreign domiciliary corporations). (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 renumbered and amended former section 5767 to section 5770 and renumbered and amended former section 5764 to section 5767. Cross References. Section 5767 is referred to in section 6145 of this title.
15 Pa.C.S. § 8612 — PA Code / Title 15 / Chapter 86 / Section 8612
Definitions.
Status: in_force

(a) General 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 otherwise:

"Certificate of limited partnership." The certificate required by section 8621 (relating to formation of limited partnership and certificate of limited partnership). The term includes the certificate as amended or restated.

"Contribution." Property or a benefit described in section 8651 (relating to form of contribution) which is provided by a person to a limited partnership to become a partner or in the person's capacity as a partner.

"Distribution." A direct or indirect transfer of money or other property or incurrence of indebtedness by a limited partnership to a person on account of a transferable interest or in the person's capacity as a partner. The term:

(1) Includes:

(i) a redemption or other purchase by a limited partnership of a transferable interest; and

(ii) a transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the

partnership's activities and affairs or to have access to records or other information concerning the partnership's activities and affairs.

(2) Does not include:

(i) amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program;

(ii) the making of, or payment or performance on, a guaranty or similar arrangement by a partnership for the benefit of any or all of its partners;

(iii) a direct or indirect allocation or transfer effected under Chapter 3 (relating to entity transactions) with the approval of the members; or

(iv) a direct or indirect transfer of:

(A) a governance or transferable interest; or

(B) options, rights or warrants to acquire a governance or transferable interest.

"General partner." A person that:

(1) has become a general partner under section 8641 (relating to becoming a general partner) or was a general partner in a partnership when the partnership became subject to this chapter under section 8611 (relating to short title and application of chapter); and

(2) has not dissociated as a general partner under section 8663 (relating to dissociation as general partner).

"Limited partner." A person that:

(1) has become a limited partner under section 8631 (relating to becoming a limited partner) or was a limited partner in a limited partnership when the partnership became subject to this chapter under section 8611 (relating to short title and application of chapter); and

(2) has not dissociated as a limited partner under section 8661 (relating to dissociation as limited partner).

"Limited partnership." An association formed under this chapter or which becomes subject to this chapter under Chapter 3 (relating to entity transactions) or section 8611 (relating to short title and application of chapter). The term includes a limited liability limited partnership or an electing partnership that is also a limited partnership.

"Partner." A limited partner or general partner.

"Partnership agreement." The agreement, whether or not referred to as a partnership agreement and whether oral, implied, in record form or in any combination thereof, of all the partners of a limited partnership concerning the matters described under section 8615(a) (relating to contents of partnership agreement). The term includes the agreement as amended or restated.

"Required information." The information that a limited partnership is required to maintain under section 8618 (relating to required information).

"Transferable interest." The right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a limited partnership, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.

"Transferee." A person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. The term includes a person that owns a transferable interest under section 8662(a)(3) (relating to

effects of dissociation as limited partner) or 8665(a)(4) (relating to effects of dissociation as general partner).

(b) Index of definitions.--Following is a nonexclusive list of definitions in section 102 (relating to definitions) that apply to this chapter: "Act" or "action."

"Court."

"Debtor in bankruptcy."

"Department."

"Jurisdiction."

"Jurisdiction of formation."

"Obligation."

"Professional services."

"Property."

"Record form."

"Sign."

"Transfer." Cross References. Section 8612 is referred to in sections 102, 8654 of this title.
15 Pa.C.S. § 1526 — PA Code / Title 15 / Chapter 15 / Section 1526
Liability of shareholders.
Status: in_force

(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 or in any other manner for a debt, obligation or liability of the corporation of any kind or for the acts of any shareholder or representative of the corporation.

(b) Professional relationship unaffected.--Subsection (a) shall not afford the shareholders of a business corporation that is not a professional corporation but that provides professional services with greater immunity than is available to the officers, shareholders, employees or agents of a business corporation that is a professional corporation. See section 2925 (relating to professional relationship retained).

(c) Disciplinary jurisdiction unaffected.--A business corporation providing professional services shall be subject to the applicable rules and regulations adopted by, and all the disciplinary powers of, the court, department, board, commission or other government unit regulating the profession in which the corporation is engaged. The court, department, board or other government unit may require that a corporation include in its articles provisions that conform to any rule or regulation heretofore or hereafter promulgated for the purpose of enforcing the ethics of a profession. This subpart shall not affect or impair the disciplinary powers of the court, department, board, commission or other government unit over licensed persons or any law, rule or regulation pertaining to the standards for professional conduct of licensed persons or to the professional relationship between any licensed person rendering professional services and the person receiving professional services. (June 22, 2001, P.L.418, No.34, eff. 60 days)
15 Pa.C.S. § 2511 — PA Code / Title 15 / Chapter 25 / Section 2511
Financial reports to shareholders.
Status: in_force

(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 apply to a registered corporation described in section 2502(2) (relating to registered corporation status) that has more than one shareholder. Cross References. Section 2511 is referred to in sections 1508, 1554 of this title.
15 Pa.C.S. § 5981 — PA Code / Title 15 / Chapter 59 / Section 5981
Proceedings upon application of member or director.
Status: in_force

Upon application filed by a member or director of a nonprofit corporation, the court may entertain proceedings for the involuntary winding up and dissolution of the corporation when any of the following occur:

(1) The objects of the corporation have wholly failed, or are entirely abandoned, or their accomplishment is impracticable.

(2) The acts of the directors, or those in control of the corporation, are illegal, oppressive or fraudulent and it is beneficial to the interests of the members that the corporation be wound up and dissolved.

(3) The corporate assets are being misapplied or wasted and it is beneficial to the interests of the members that the corporation be wound up and dissolved.

(4) The directors or other body are deadlocked in the direction of the management of the business and affairs of the corporation and the members are unable to break the deadlock and irreparable injury to the corporation is being suffered or is threatened by reason thereof. The court shall not appoint a receiver or grant other similar relief under this paragraph if the members by agreement or otherwise have provided for appointment of a provisional director or member of an other body or other means for the resolution of a

deadlock, but the court shall enforce the remedy provided by the members, if appropriate. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days) Cross References. Section 5981 is referred to in section 5767 of this title.
15 Pa.C.S. § 8451 — PA Code / Title 15 / Chapter 84 / Section 8451
Partner not co-owner of partnership property.
Status: in_force

A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
15 Pa.C.S. § 8653 — PA Code / Title 15 / Chapter 86 / Section 8653
Sharing of and right to distributions before dissolution.
Status: in_force

(a) General rule.--Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners and persons dissociated as partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from

each partner, except as provided in section 8672(b) (relating to transfer of transferable interest) or to the extent necessary to comply with a charging order in effect under section 8673 (relating to charging order).

(b) No entitlement to distribution.--A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.

(c) Distribution in kind.--A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as provided under section 8690(f) (relating to disposition of assets in winding up and required contributions), a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.

(d) Status as creditor.--If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution, except that the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as a partner on whose account the distribution is made. Cross References. Section 8653 is referred to in section 8617 of this title.
15 Pa.C.S. § 5761 — PA Code / Title 15 / Chapter 57 / Section 5761
(Reserved).
Status: reserved

(July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 renumbered and amended former section 5761 to section 5763 and added section 5761 (Reserved).