reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5991 - Definitions

§ 5991. Definitions.
The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:
"Contractual claims."
Excludes contingent contractual claims based on any implied warranty as to any product manufactured, sold, distributed or handled by the dissolved corporation.
"Priority."
Does not refer either to the order of payments set forth in section 5997(a)(1) through (4) (relating to payments and distributions) or to the relative times at which any claims mature or are reduced to judgment.
"Successor entity."
Includes any trust, receivership or other legal entity governed by the laws of this Commonwealth or any other jurisdiction to which the remaining assets of a dissolved nonprofit corporation are transferred subject to its liabilities and which exists solely for the purposes of prosecuting and defending actions, by or against the corporation, enabling the corporation to settle and close its business, to dispose of and convey the property of the corporation, to discharge the liabilities of the corporation, and to distribute to the members of the corporation any remaining assets, but not for the purpose of continuing the business for which the corporation was incorporated.
(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5991.1 - Authority of board of directors

§ 5991.1. Authority of board of directors.
(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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5992 - Notice to claimants

§ 5992. Notice to claimants.
(a) General rule.--
After a nonprofit corporation that has elected to proceed under this subchapter has been dissolved in accordance with section 5977 (relating to articles of dissolution), the corporation or any successor entity shall give notice of the dissolution requesting all persons having a claim against the corporation to present their claims against the corporation in accordance with the notice. The notice shall state:
(1) That all claims must be presented in writing and must contain sufficient information reasonably to inform the corporation or successor entity of the identity of the claimant and the substance of the claim.
(2) The mailing address to which a claim must be sent.
(3) The deadline, which shall be not less than 60 days after the date the notice is given, by which the corporation or successor entity must receive the claim.
(4) That the claim will be barred if not received by the deadline.
(5) That the corporation or a successor entity may make distribution to other claimants and the members of the corporation or persons interested as having been such without further notice to the claimant.
(b) Unmatured contractual claims.--
The corporation or successor entity electing to follow the procedures specified in this subchapter shall also give notice of the dissolution of the corporation to persons with contractual claims contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured and shall request that such persons present their claims in accordance with the terms of the notice. The notice shall be in substantially the form specified in subsection (a).
(c) Publication and service of notices.--
(1) The notices required by this section shall be officially published at least once a week for two consecutive weeks.
(2) Concurrently with or preceding the publication, the corporation or successor entity shall send a copy of the notice by certified or registered mail, return receipt requested, to each:
(i) known creditor or claimant;
(ii) holder of a claim described in subsection (b); and
(iii) municipal corporation in which a place of business of the corporation in this Commonwealth was located at the time of filing the articles of dissolution in the department.
(d) Claims barred.--
A claim against a dissolved corporation is barred if a claimant who was given written notice under subsection (c)(2) does not deliver the claim to the dissolved corporation or successor entity by the deadline.
(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 amended subsec. (c)(2).
Cross References.
Section 5992 is referred to in sections 5979, 5993, 5994, 5995 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5993 - Acceptance or rejection of matured claims

§ 5993. Acceptance or rejection of matured claims.
(a) Notice.--
A dissolved nonprofit corporation or successor entity may reject, in whole or in part, any matured claim made by a claimant pursuant to section 5992 (relating to notice to claimants) by sending notice of the rejection by certified or registered mail, return receipt requested, to the claimant within 90 days after receipt of the claim and, in all events, at least 30 days before the expiration of the two-year period specified in section 5979(a)(2) (relating to survival of remedies and rights after dissolution). A notice sent pursuant to this section shall include or be accompanied by a copy of this subchapter and of section 5979.
(b) Claims barred.--
A claim against a dissolved corporation is barred if a claimant whose claim is rejected by the dissolved corporation or successor entity does not commence an action in the court to enforce the claim within 90 days after mailing of the rejection notice.
(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)
Cross References.
Section 5993 is referred to in sections 5979, 5997 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5994 - Disposition of unmatured claims

§ 5994. Disposition of unmatured claims.
(a) Contractual claims.--
The dissolved nonprofit corporation or successor entity shall offer any claimant whose contractual claim made pursuant to section 5992 (relating to notice to claimants) is contingent, conditional or unmatured, such security as the corporation or successor entity determines is sufficient to provide compensation to the claimant if the claim matures. The corporation or successor entity shall send the offer to the claimant by certified or registered mail, return receipt requested, within 90 days after receipt of the claim and, in all events, at least 30 days before the expiration of the two-year period specified in section 5979(a)(2) (relating to survival of remedies and rights after dissolution). A notice sent pursuant to this section shall include or be accompanied by a copy of this subchapter and of section 5979. If the claimant offered the security does not deliver to the corporation or successor entity a written notice rejecting the offer within 60 days after mailing of the offer for security, the claimant shall be deemed to have accepted the security as the sole source from which to satisfy his claim against the corporation.
(b) Other claims.--
Except as provided in section 5997(d) (relating to liability of directors), the holder of any other claim may bring an action against the dissolved corporation or its directors, members of an other body, officers or members within the time limited by section 5979(a).
(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)
Cross References.
Section 5994 is referred to in sections 5979, 5995, 5997 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5995 - Court proceedings

§ 5995. Court proceedings.
(a) General rule.--
A dissolved nonprofit corporation or successor entity that has given notice in accordance with section 5992 (relating to notice to claimants) shall file an application with the court for a determination of the amount and form of security:
(1) that will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to section 5994 (relating to disposition of unmatured claims); and
(2) that will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the corporation or that have not arisen but that, based on the facts known to the corporation or successor entity, are likely to arise or to become known to the corporation or successor entity prior to the expiration of the two-year period specified in section 5979(a)(2) (relating to survival of remedies and rights after dissolution).
(b) Guardian ad litem.--
The court may appoint a guardian ad litem in respect of any proceeding brought under this subchapter. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the applicant in the proceeding unless otherwise ordered by the court.
(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)
Cross References.
Section 5995 is referred to in section 5997 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5996 - No revival or waiver

§ 5996. No revival or waiver.
The giving of any notice or making of any offer under this subchapter shall not revive any claim then barred or constitute acknowledgment by the dissolved nonprofit corporation or successor entity that any person to whom the notice is sent is a proper claimant and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom the notice is sent.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5997 - Payments and distributions

§ 5997. Payments and distributions.
(a) General rule.--
A dissolved nonprofit corporation or successor entity that has elected to proceed under this subchapter shall:
(1) Pay the claims made and not rejected under section 5993 (relating to acceptance or rejection of matured claims).
(2) Post the security offered and not rejected under section 5994 (relating to disposition of unmatured claims).
(3) Post security ordered by the court in any proceeding under section 5995 (relating to court proceedings).
(4) Pay or make provision for all other claims that are mature, known and uncontested or that have been finally determined to be owing by the corporation or the successor entity.
(b) Disposition.--
The claims and liabilities shall be paid in full and any provision for payment shall be made in full if there are sufficient assets. If there are insufficient assets, the claims and liabilities shall be paid or provided for in order of their priority and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining assets shall be distributed as provided in the last sentence of section 5975(c) (relating to winding up and distribution), except that the distribution shall not be made less than 60 days after the last notice of rejection, if any, was given under section 5993.
(c) Evaluation of other liabilities.--
In the absence of actual fraud, the judgment of the board of directors or other body of the dissolved corporation or the governing persons of the successor entity as to the provision made for the payment of all claims under subsection (a)(4) shall be conclusive.
(d) Liability of directors.--
(Deleted by amendment).
(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 deleted subsec. (d).
1992 Amendment.
Act 169 amended subsecs. (a) and (c), deleted former subsec. (d) and relettered subsec. (e) to subsec. (d).
Cross References.
Section 5997 is referred to in sections 5979, 5991, 5994 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5998 - Liability of members (Repealed)

§ 5998. Liability of members (Repealed).
1992 Repeal.
Section 5998 was repealed December 18, 1992, P.L.1333, No.169, effective in 60 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Extra - Chapter Notes

Enactment.
Chapter 61 was added as Chapter 81 November 15, 1972, P.L.1063, No.271, effective
            in 90 days. Chapter 81 was renumbered to Chapter 61 December 21, 1988, P.L.1444, No.177,
            effective October 1, 1989.
Cross References.
Chapter 61 is referred to in section 5103 of this title.
Cross References.
Subchapter B is referred to in sections 412, 6141, 6143 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6101 - Application of article

§ 6101. Application of article.
(a) General rule.--
Except as otherwise provided in this section or in subsequent provisions of this article, this article shall apply to and the words "corporation" or "foreign nonprofit corporation" in this article shall include every foreign corporation not-for-profit.
(b) Government entities.--
This article shall also apply to and the words "corporation," "foreign corporation" and "foreign nonprofit corporation" shall include a government or other sovereign (other than the Commonwealth) and any governmental corporation, agency or other entity thereof.
(c) Admitted foreign fraternal benefit society exclusion.--
This article shall not apply to any foreign corporation not-for-profit qualified to do business in this Commonwealth under section 2455 of the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 amended subsec. (c).
1990 Amendment.
Act 198 reenacted and amended the entire section.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6102 - Foreign domiciliary corporations

§ 6102. Foreign domiciliary corporations.
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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6103 - Acquisition of foreign domiciliary corporation status

§ 6103. Acquisition of foreign domiciliary corporation status.
(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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6104 - Termination of foreign domiciliary corporation status

§ 6104. Termination of foreign domiciliary corporation status.
A foreign domiciliary corporation shall cease to have that status on the first day of the month following the month in which the corporation first has knowledge that it no longer meets either test under section 6102 (relating to foreign domiciliary corporations) or upon entry of an order of any court of competent jurisdiction declaring that the corporation no longer meets either test.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 6104.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6121 - Admission of foreign corporations (Repealed)

§ 6121. Admission of foreign corporations (Repealed).
2014 Repeal. Section 6121 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6122 - Excluded activities (Repealed)

§ 6122. Excluded activities (Repealed).
2014 Repeal. Section 6122 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6123 - Requirements for foreign corporation names (Repealed)

§ 6123. Requirements for foreign corporation names (Repealed).
2014 Repeal. Section 6123 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6124 - Advertisement of registration to do business

§ 6124. Advertisement of registration to do business.
(a) General rule.--
(Deleted by amendment).
(b) Advertisement.--
A foreign nonprofit corporation shall officially publish notice of its intention to register to do business or its registration to do business in this Commonwealth under Chapter 4 (relating to foreign associations). The notice may appear prior to or after the day on which a registration statement is delivered to the department for filing and shall set forth:
(1) A statement that the corporation will register or has registered to do business in this Commonwealth under Chapter 4.
(2) The name of the corporation and its jurisdiction of formation.
(3) The address, including street and number, if any, of its principal office under the laws of its jurisdiction of formation.
(4) 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 proposed registered office in this Commonwealth.
(c) (Reserved).
(d) (Reserved).
(Apr. 28, 1978, P.L.202, No.53, eff. 60 days; Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
Cross References.
Section 6124 is referred to in section 412 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6125 - Issuance of certificate of authority (Repealed)

§ 6125. Issuance of certificate of authority (Repealed).
2014 Repeal. Section 6125 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6126 - Amended certificate of authority (Repealed)

§ 6126. Amended certificate of authority (Repealed).
2014 Repeal. Section 6126 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6127 - Merger, consolidation or division of qualified foreign corporations (Repealed)

§ 6127. Merger, consolidation or division of qualified foreign corporations (Repealed).
2014 Repeal. Section 6127 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6128 - Revocation of certificate of authority (Repealed)

§ 6128. Revocation of certificate of authority (Repealed).
2014 Repeal. Section 6128 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6129 - Advertisement of termination of registration to do business

§ 6129. Advertisement of termination of registration to do business.
(a) General rule.--
(Deleted by amendment).
(b) Advertisement.--
A registered foreign nonprofit corporation shall, before filing a statement of withdrawal under section 415 (relating to voluntary withdrawal of registration), officially publish and mail a notice of its intention to withdraw from doing business in this Commonwealth in a manner similar to that required by section 5975(b) (relating to notice to creditors and taxing authorities). The notice shall set forth:
(1) The name of the corporation and its jurisdiction of formation.
(2) The address, including street and number, if any, of its principal office under the laws of its jurisdiction of formation.
(3) 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 last registered office in this Commonwealth.
(c) (Reserved).
(d) (Reserved).
(Apr. 28, 1978, P.L.202, No.53, eff. 60 days; Oct. 5, 1980, P.L.693, No.142, eff. 60 days; Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6130 - Change of address after withdrawal (Repealed)

§ 6130. Change of address after withdrawal (Repealed).
2014 Repeal. Section 6130 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6131 - Registration of name (Repealed)

§ 6131. Registration of name (Repealed).
2014 Repeal. Section 6131 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6141 - Penalty for doing business without certificate of authority (Repealed)

§ 6141. Penalty for doing business without certificate of authority (Repealed).
2014 Repeal. Section 6141 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6142 - General powers and duties of qualified foreign corporations (Repealed)

§ 6142. General powers and duties of qualified foreign corporations (Repealed).
2014 Repeal. Section 6142 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6143 - General powers and duties of nonqualified foreign corporations (Repealed)

§ 6143. General powers and duties of nonqualified foreign corporations (Repealed).
2014 Repeal. Section 6143 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6144 - Registered office of qualified foreign corporations (Repealed)

§ 6144. Registered office of qualified foreign corporations (Repealed).
2014 Repeal. Section 6144 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6146 - Provisions applicable to all foreign corporations

§ 6146. Provisions applicable to all foreign corporations.
The following provisions of this subpart shall, except as otherwise provided in this section, be applicable to every foreign corporation not-for-profit, whether or not required to register under Chapter 4 (relating to foreign associations):
Section 5503 (relating to defense of ultra vires) as to contracts and conveyances governed by the laws of this Commonwealth and conveyances affecting real property situated in this Commonwealth.
Section 5506 (relating to form of execution of instruments) as to instruments or other documents governed by the laws of this Commonwealth or affecting real property situated in this Commonwealth.
Section 5510 (relating to certain specifically authorized debt terms) as to obligations (as defined in the section) governed by the laws of this Commonwealth or affecting real property situated in this Commonwealth.
Section 5782 (relating to eligible member plaintiffs and security for costs) as to any derivative action brought in a court of this Commonwealth.
(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 6146 is referred to in sections 5503, 5506, 5510, 5782 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 61 - Foreign Nonprofit Corporations › Section 6161 - § 6162 - (Repealed)

2014 Repeal.
Subchapter D (§§ 6161 - 6162) was added December 21, 1988, P.L.1444, No.177, and repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 71 - Cooperative Corporations Generally › Extra - Chapter Notes

Enactment.
Chapter 71 was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.
Prior Provisions.
Former Chapter 71, which related to general provisions for corporations not-for-profit,
            was added November 15, 1972, P.L.1063, No.271, and renumbered to Chapter 51 December
            21, 1988, P.L.1444, No.177, effective October 1, 1989.
Cross References.
Chapter 71 is referred to in section 7504 of this title.
Cross References.
Subchapter A is referred to in section 7302 of this title.
Cross References.
Subchapter C is referred to in section 7302 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 71 - Cooperative Corporations Generally › Section 7102 - Cooperative corporations generally

§ 7102. Cooperative corporations generally.
(a) General rule.--
Any corporation incorporated under this part may be organized on the cooperative principle by setting forth in its articles a common bond of membership among its shareholders or members by reason of occupation, residence or otherwise and that it is a cooperative corporation.
(b) Applicable law.--
A corporation incorporated under this subpart shall be governed by the applicable provisions of this subpart and, to the extent not inconsistent with this subpart:
(1) Subpart B (relating to business corporations) if its articles state that it is incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise, to its shareholders or members or if its articles are silent on the subject.
(2) Subpart C (relating to nonprofit corporations) if:
(i) its articles state that it is incorporated for a purpose or purposes not involving pecuniary profit; or
(ii) it is subject to Chapter 73 (relating to electric cooperative corporations).
(c) Credit unions.--
This subpart shall not apply to a credit union, whether proposed or existing, except as otherwise provided by Title 17 (relating to credit unions).
(d) Workers' cooperative corporations.--
Except as otherwise expressly provided in Chapter 77 (relating to workers' cooperative corporations), only Chapters 1 (relating to general provisions), 5 (relating to corporations) and 77 shall apply to a corporation subject to Chapter 77. A cooperative corporation may be incorporated under this chapter notwithstanding the fact that its corporate purposes consist of or include a purpose or purposes within the scope of Chapter 77.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
Cross References.
Section 7102 is referred to in sections 7104, 7105, 7106, 7107 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 71 - Cooperative Corporations Generally › Section 7103 - Use of term "cooperative" in corporate name

§ 7103. Use of term "cooperative" in corporate name.
(a) General rule.--
Except as otherwise provided by statute:
(1) The corporate name of a cooperative corporation shall contain the term "cooperative" or an abbreviation thereof.
(2) The name of an association shall not contain the term "cooperative" or an abbreviation thereof unless the association is a cooperative corporation.
(b) Cross reference.--
See section 7307 (relating to prohibition on use of words "electric cooperative").
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 amended subsec. (b).
Cross References.
Section 7103 is referred to in sections 7105, 7107 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 71 - Cooperative Corporations Generally › Section 7104 - Election of an existing business corporation to become a cooperative corporation

§ 7104. Election of an existing business corporation to become a cooperative corporation.
(a) General rule.--
Any business corporation not organized on the cooperative principle may 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 Chapter 19 (relating to amendment of articles) except that:
(1) The holders of shares of every class shall be entitled to vote on the plan regardless of any limitations stated in the articles or bylaws on the voting rights of any class.
(2) The plan must be approved by two-thirds of the votes cast by all shares of each class.
(3) If any shareholder of a business corporation that adopts a plan of conversion into a cooperative corporation objects to the plan of conversion and complies with the provisions of Subchapter D of Chapter 15 (relating to dissenters rights), the shareholder shall be entitled to the rights and remedies of dissenting shareholders therein provided. There shall be included in or enclosed with the notice of the meeting of shareholders called to act upon the plan of conversion a copy or a summary of the plan and a copy of Subchapter D of Chapter 15 and of this subsection.
(4) The plan shall not impose any additional liability upon any existing patron of the business of the corporation, whether or not that person becomes a member of the corporation pursuant to the plan, unless the patron expressly assumes such liability.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 added section 7104.
Cross References.
Section 7104 is referred to in sections 351, 1571 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 71 - Cooperative Corporations Generally › Section 7105 - Termination of status as a cooperative corporation for profit

§ 7105. Termination of status as a cooperative corporation for profit.
(a) General rule.--
A cooperative corporation for profit may terminate its status as such and cease to be subject to this chapter by:
(1) Adopting a plan of conversion:
(i) providing for the issue of appropriate shares to its members if it is organized as a nonstock corporation and is not to continue as such; and
(ii) adjusting its affairs so as to comply with the requirements of this subpart applicable to business corporations that are not cooperative corporations.
(2) Amending its articles to delete therefrom the additional provisions required or permitted by:
(i) sections 2102(a)(1) (relating to formation of nonstock corporations) and 2103 (relating to contents of articles and other documents of nonstock corporations) to be stated in the articles of a nonstock corporation if it is organized as a nonstock corporation and is not to continue as such;
(ii) section 7102(a) (relating to cooperative corporations generally) to be stated in the articles of a cooperative corporation; and
(iii) section 7103 (relating to use of term "cooperative" in corporate name).
(b) Procedure.--
The plan of conversion (which plan shall include the amendment of the articles required by this section) shall be adopted in accordance with Subchapter B of Chapter 19 (relating to amendment of articles) except that:
(1) The members of every class shall be entitled to vote on the plan regardless of any limitations stated in the articles or bylaws, or in a document evidencing membership, on the voting rights of any class.
(2) The plan must be approved by a majority of the votes cast by the members of each class.
(c) Increased vote requirements.--
The bylaws of a cooperative corporation for profit adopted by the shareholders or members may provide that, on any amendment to terminate its status as a cooperative corporation, a vote greater than that specified in subsection (b) shall be required. If the bylaws contain such a provision, that provision shall not be amended, repealed or modified by any vote less than that required to terminate the status of the corporation as a cooperative corporation.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 added section 7105.
Cross References. Section 7105 is referred to in section 351 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 71 - Cooperative Corporations Generally › Section 7106 - Election of an existing nonprofit corporation to become a cooperative corporation

§ 7106. Election of an existing nonprofit corporation to become a cooperative corporation.
(a) General rule.--
Any nonprofit corporation not organized on the cooperative principle may 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 Chapter 59 (relating to amendment of articles) except that:
(1) The members of every class shall be entitled to vote on the plan regardless of any limitations stated in the articles or bylaws, or in a document evidencing membership, on the voting rights of any class.
(2) The plan must be approved by two-thirds of the votes cast by the members of each class.
(3) The plan shall not impose any additional liability upon any existing patron of the business of the corporation, whether or not that person becomes a member of the corporation pursuant to the plan, unless the patron expressly assumes such liability.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 added section 7106.
Cross References. Section 7106 is referred to in section 351 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 71 - Cooperative Corporations Generally › Section 7107 - Termination of nonprofit cooperative corporation status

§ 7107. Termination of nonprofit cooperative corporation status.
(a) General rule.--
A nonprofit cooperative corporation may terminate its status as such and cease to be subject to this chapter by:
(1) Adopting a plan of conversion adjusting its affairs so as to comply with the requirements of this subpart applicable to nonprofit corporations that are not cooperative corporations.
(2) Amending its articles to delete therefrom the additional provisions required or permitted by:
(i) section 7102(a) (relating to cooperative corporations generally) to be stated in the articles of a cooperative corporation; and
(ii) section 7103 (relating to use of term "cooperative" in corporate name).
(b) Procedure.--
The plan of conversion (which plan shall include the amendment of the articles required by this section) shall be adopted in accordance with Subchapter B of Chapter 59 (relating to amendment of articles) except that:
(1) The members of every class shall be entitled to vote on the plan regardless of any limitations stated in the articles or bylaws, or in a document evidencing membership, on the voting rights of any class.
(2) The plan must be approved by a majority of the votes cast by the members of each class.
(c) Increased vote requirements.--
The bylaws of a nonprofit cooperative corporation adopted by the members may provide that, on any amendment to terminate its status as a cooperative corporation, a vote greater than that specified in subsection (b) shall be required. If the bylaws contain such a provision, that provision shall not be amended, repealed or modified by any vote less than that required to terminate the status of the corporation as a cooperative corporation.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 added section 7107.
Cross References. Section 7107 is referred to in section 351 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 71 - Cooperative Corporations Generally › Section 7111 - Voting rights

§ 7111. Voting rights.
Except as otherwise provided by statute, each member of a cooperative corporation shall have one vote, unless the corporation is organized on the basis of interests in real property or market shares or similar divisions of useful property or cooperative activity, in which case the articles or a bylaw adopted by the members may provide for voting on the basis of apartment units or market shares or other similar units of useful property or cooperative activity.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 71 - Cooperative Corporations Generally › Section 7112 - Distributions

§ 7112. Distributions.
Notwithstanding section 5551 (relating to dividends prohibited; compensation and certain payments authorized), a cooperative corporation may make patronage rebates or other distributions to its members 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 71 - Cooperative Corporations Generally › Section 7121 - Cooperative contracts generally

§ 7121. Cooperative contracts generally.
(a) General rule.--
A contract between a cooperative corporation and any member, whether contained in the bylaws or a separate writing, may require the member to:
(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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 71 - Cooperative Corporations Generally › Section 7122 - Notice of cooperative contracts

§ 7122. Notice of cooperative contracts.
(a) General rule.--
A cooperative corporation may file any cooperative contract in the manner provided in section 7123 (relating to filing procedures) for the purpose of providing notice of its existence and contents as provided in subsection (b). If the corporation has substantially uniform cooperative contracts with more than one member, it may, in lieu of filing the original contracts, file:
(1) A true copy of the uniform contract; and
(2) A list or lists of the names and addresses of members who have executed the contract and the effective date of the contract as to each such member.
(b) Effect of filing.--
Filing pursuant to section 7123 shall operate as constructive notice to all persons of the existence and contents of the cooperative contract. Any right, title, interest or lien created as to the products covered by the contract subsequent to such filing while such filing is in effect is subject to the right, title or interest of the cooperative corporation under the contract. If the member creates any mortgage upon or other security interest in any such products subsequent to the filing of the contract and if the member and the mortgagee or secured party jointly notify the corporation in writing of the existence and amount of the mortgage or other security interest, all payments which after such notice become due from the corporation to that member by reason of the sale or other handling of those products by the corporation shall be paid by the corporation to the mortgagee or other secured interest until the amount of the mortgage or the sum due the secured party has been paid, and the balance thereafter shall be paid to the member.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 71 - Cooperative Corporations Generally › Section 7124 - Relief against breach or threatened breach of contract; penalty for interference

§ 7124. Relief against breach or threatened breach of contract; penalty for interference.
(a) Relief against member.--
In the event of a breach or threatened breach of a cooperative contract, the cooperative corporation shall be entitled to an injunction to prevent the breach or any further breach thereof, and to a decree of specific performance thereof. Upon showing the breach or threatened breach and upon filing a sufficient bond, the corporation shall be entitled to a preliminary or special injunction.
(b) Relief against third parties.--
Any person who, with knowledge that a cooperative contract exists, induces or attempts to induce any member to breach the contract, or who in any manner aids a breach of the contract, shall be liable to the cooperative corporation for damages caused by such interference. The corporation shall also be entitled to an injunction to prevent any interference or further interference with the contract.
Cross References.
Section 7124 is referred to in section 7125 of this title.