reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 31 - Insurance Corporations › Section 3133 - Notice of meetings of members of mutual insurance companies

§ 3133. Notice of meetings of members of mutual insurance companies.
(a) General rule.--
Unless otherwise restricted in the bylaws, persons authorized or required to give notice of an annual meeting of members of a mutual insurance company for the election of directors or of a meeting of members of a mutual insurance company called for the purpose of considering amendment of the articles or bylaws, or both, of the corporation may, in lieu of any notice of meeting of members required to be given by this subpart, give notice of such meeting by causing notice of such meeting to be officially published. Such notice shall be published each week for at least:
(1) Three successive weeks, in the case of an annual meeting.
(2) Four successive weeks, in the case of a meeting to consider amendment of the articles or bylaws, or both.
(b) Cross reference.--
See 1 Pa.C.S. § 1909 (relating to time; publication for successive weeks).
(June 22, 2001, P.L.418, No.34, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 amended subsec. (a) intro. par.
2001 Amendment.
Act 34 amended subsec. (a).
Cross References.
Section 3133 is referred to in section 1702 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 31 - Insurance Corporations › Section 3134 - Quorum at shareholder or member meetings

§ 3134. Quorum at shareholder or member meetings.
The board of directors of an insurance corporation may adopt or change a bylaw on any subject otherwise expressly committed to the shareholders or members by section 1756(a) (relating to quorum).
Cross References.
Section 3134 is referred to in section 1756 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 31 - Insurance Corporations › Section 3135 - Proxies of members of mutual insurance companies

§ 3135. Proxies of members of mutual insurance companies.
In no event shall a proxy given by a member of a mutual insurance company, unless coupled with an interest, be voted on or utilized to express consent or dissent to corporate action after 11 months from the date of execution of the proxy.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
Cross References.
Section 3135 is referred to in section 1759 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 31 - Insurance Corporations › Section 3136 - Judges of election

§ 3136. Judges of election.
The board of directors of an insurance corporation may adopt or change a bylaw on any subject otherwise expressly committed to the shareholders or members by section 1765 (relating to judges of election).
Cross References.
Section 3136 is referred to in section 1765 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 31 - Insurance Corporations › Section 3137 - Appointment of custodian

§ 3137. Appointment of custodian.
Section 1767 (relating to appointment of custodian of corporation on deadlock or other cause) shall not be applicable to an insurance corporation.
Cross References.
Section 3137 is referred to in section 1767 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 31 - Insurance Corporations › Section 3138 - Judicial supervision of corporate action

§ 3138. Judicial supervision of corporate action.
Subchapter G of Chapter 17 (relating to judicial supervision of corporate action) shall not be applicable to an insurance corporation, insofar as inconsistent with the jurisdiction of the Insurance Department.
Cross References.
Section 3138 is referred to in sections 1791, 1792, 1793 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 33 - Benefit Corporations › Section 3301 - Application and effect of chapter

§ 3301. Application and effect of chapter.
(a) General rule.--
This chapter shall apply to all benefit corporations.
(b) Application of business corporation law generally.--
The existence of a provision of this chapter shall not of itself create any implication that a contrary or different rule of law is or would be applicable to a business corporation that is not a benefit corporation. This chapter shall not affect any statute or rule of law that is or would be applicable to a business corporation that is not a benefit corporation.
(c) Laws applicable to benefit corporations.--
Except as otherwise provided in this chapter, Part I (relating to preliminary provisions) and this subpart shall apply generally to benefit corporations. The provisions of this chapter shall control over inconsistent provisions of this title. A benefit corporation may be simultaneously subject to this chapter and one or more other chapters of this article.
(d) Organic rules may not be inconsistent.--
A provision of the articles or bylaws of a benefit corporation may not relax, be inconsistent with or supersede any provision of this chapter.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
2016 Amendment.
Act 170 amended subsec. (d).
2014 Amendment.
Act 172 amended subsec. (c).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 33 - Benefit Corporations › Section 3304 - Election of benefit corporation status

§ 3304. Election of benefit corporation status.
(a) Amendment.--
An existing business corporation may become a benefit corporation by amending its articles so that they contain, in addition to the requirements of section 1306(a) (relating to articles of incorporation), a statement that the corporation is a benefit corporation. The amendment shall not be effective unless it is adopted by at least the minimum status vote.
(b) Fundamental transactions.--
If an association that is not a benefit corporation is a party to a merger or division or is the exchanging association in an interest exchange, and the surviving, new or any resulting association in the merger, division or interest exchange is to be a benefit corporation, then the plan of merger, division or interest exchange shall not be effective unless it is adopted by the association by at least the minimum status vote.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment.
Act 172 amended subsec. (b).
Cross References.
Section 3304 is referred to in sections 321, 322, 323, 324, 325, 326, 327, 328, 3305 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 33 - Benefit Corporations › Section 3305 - Termination of benefit corporation status

§ 3305. Termination of benefit corporation status.
(a) Amendment.--
A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles to delete the provision required under section 3304 (relating to election of benefit corporation status) to be stated in the articles of a benefit corporation. The amendment shall not be effective unless it is adopted by at least the minimum status vote.
(b) Fundamental transactions.--
If a plan would have the effect of terminating the status of a business corporation as a benefit corporation, the plan shall not be effective unless it is adopted by at least the minimum status vote. Any sale, lease, exchange or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.
Cross References.
Section 3305 is referred to in section 321 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 33 - Benefit Corporations › Section 3311 - Corporate purposes

§ 3311. Corporate purposes.
(a) General public benefit purpose.--
A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 1301 (relating to purposes).
(b) Optional specific public benefit purpose.--
The articles of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under section 1301 and subsection (a). The identification of a specific public benefit does not limit the obligation of a benefit corporation to create general public benefit.
(c) Effect of purposes.--
The creation of general and specific public benefit as provided in subsections (a) and (b) is in the best interests of the benefit corporation.
(d) Amendment.--
A benefit corporation may amend its articles to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. The amendment shall not be effective unless it is adopted by at least the minimum status vote.
(e) Professional corporations.--
A professional corporation that is a benefit corporation does not violate section 2922(a) (relating to stated purposes) by having the purpose to create general public benefit or a specific public benefit.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 33 - Benefit Corporations › Section 3323 - Standard of conduct for officers

§ 3323. Standard of conduct for officers.
(a) General rule.--
Each officer of a benefit corporation shall consider the interests and factors described in section 3321(a) (relating to standard of conduct for directors) in the manner provided in that subsection when:
(1) the officer has discretion to act with respect to a matter; and
(2) it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of the benefit corporation.
(b) Coordination with other provisions of law.--
The consideration of interests and factors in the manner described in subsection (a) shall not constitute a violation of section 1734 (relating to officer's standard of care and justifiable reliance).
(c) Exoneration from personal liability.--
(1) An officer shall not be personally liable, as such, for monetary damages for any action taken as an officer in the course of performing the duties specified in subsection (a) unless the action constitutes self-dealing, willful misconduct or a knowing violation of law.
(2) An officer shall not be personally liable for monetary damages for failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
(d) Limitation on standing.--
An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
(e) Ownership of shares.--
An officer's ownership of, or other interest in, the shares of a benefit corporation does not alone create a conflict of interest on the part of the officer with respect to the officer's performance of the duties of an officer under subsection (a), except to the extent the ownership or interest would create a conflict of interest if the corporation were not a benefit corporation.
(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 subsec. (b) and added subsec. (e).
2016 Amendment.
Act 170 amended subsec. (c).
Cross References.
Section 3323 is referred to in section 3322 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 33 - Benefit Corporations › Section 3324 - Benefit officer

§ 3324. Benefit officer.
A benefit corporation may have an officer designated as the benefits officer who shall have such authority and shall perform such duties in the management of the benefit corporation relating to the purpose of the corporation to create general or specific public benefit as may be provided by or pursuant to the bylaws or, in the absence of controlling provisions in the bylaws, as may be determined by or pursuant to resolutions or orders of the board of directors. If a benefit corporation has a benefit officer, the duties of the benefit officer shall include preparing the benefit report required under section 3331 (relating to annual benefit report).
Cross References.
Section 3324 is referred to in section 3302 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 33 - Benefit Corporations › Section 3325 - Right of action

§ 3325. Right of action.
(a) Limitations.--
(1) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:
(i) failure to pursue or create general public benefit or a specific public benefit set forth in its articles; or
(ii) violation of a duty or standard of conduct under this chapter.
(2) A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
(b) Parties with standing.--
A benefit enforcement proceeding may be commenced or maintained only:
(1) directly by the benefit corporation; or
(2) derivatively by:
(i) a shareholder that owned at least 2% of the total number of shares of a class or series outstanding at the time of the act complained of;
(ii) a director;
(iii) a person or group of persons that owns beneficially or of record 5% or more of the interests in an association of which the benefit corporation is a subsidiary at the time of the act complained of; or
(iv) such other persons as may be specified in the articles or bylaws of the benefit corporation.
(c) Cross reference.--
The provisions of Subchapter F of Chapter 17 (relating to derivative actions) shall apply to derivative actions under this section.
(July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
2016 Amendment.
Act 170 amended subsec. (b).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 41 - Foreign Business Corporations › Extra - Chapter Notes

Enactment.
Chapter 41 was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.
Cross References.
Subchapter B is referred to in section 412 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 41 - Foreign Business Corporations › Section 4101 - Application of article

§ 4101. Application of article.
(a) General rule.--
Except as otherwise provided in this section or in subsequent provisions of this article, this article shall apply to and the words "corporation" or "foreign business corporation" in this article shall include every foreign corporation for profit, including a corporation that, if a domestic corporation for profit, would be a banking institution, credit union or savings association.
(b) Domestic Federal financial institution exclusion.--
Except as permitted by act of Congress, this article shall not apply to:
(1) Any of the following institutions or similar federally chartered institutions engaged in this Commonwealth in activities similar to those conducted by banking institutions, saving associations or credit unions:
(i) National banking associations organized under The National Bank Act (13 Stat. 99, 12 U.S.C. § 1 et seq.).
(ii) Federal savings and loan associations and Federal mutual savings banks organized under the Home Owners' Loan Act of 1933 (48 Stat. 128, 12 U.S.C. § 1461 et seq.).
(iii) Federal credit unions organized under the Federal Credit Union Act (48 Stat. 1216, 12 U.S.C. § 1751 et seq.).
(2) Any other Federal corporation intended by the Congress to be treated for state law purposes as a domestic corporation of this Commonwealth.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 41 - Foreign Business Corporations › Section 4102 - Foreign domiciliary corporations

§ 4102. Foreign domiciliary corporations.
(a) General rule.--
Except as provided in subsection (b), a foreign business corporation is a foreign domiciliary corporation if it has as record holders of its shares persons having addresses in this Commonwealth who in the aggregate hold shares:
(1) representing 60% or more in interest of its outstanding shares whether or not entitled to vote; or
(2) entitled to cast at least 60% of the votes that all holders of outstanding shares are entitled to cast in an election of directors.
(b) Registered corporation exclusions.--
None of the following is a foreign domiciliary corporation for the purposes of this subpart:
(1) Foreign corporation with registered securities.--
A foreign business corporation that, if a domestic business corporation, would be a registered corporation.
(2) Subsidiary of registered corporation.--
A foreign business corporation all of the shares of which are owned, directly or indirectly, by one or more registered corporations or corporations described in paragraph (1).
(c) Determination of outstanding shares.--
For the purposes of subsection (a):
(1) Except as provided in paragraphs (2) and (3), any securities held to the knowledge of the corporation in the names of broker-dealers or nominees for broker-dealers shall not be considered outstanding.
(2) Persons who are identified as owners of shares pursuant to procedures equivalent to section 1763(c) (relating to certification by nominee) shall be deemed record holders of the shares owned.
(3) (i) Securities held to the knowledge of the corporation for the direct or indirect benefit of individuals who to the knowledge of the corporation have a principal residence in this Commonwealth shall be deemed held by record holders having addresses in this Commonwealth.
(ii) A statement by the corporation in any notice of meeting or other document transmitted to shareholders in connection with any corporate action of the type described in section 1791 (relating to corporate action subject to subchapter) to the effect that it has no knowledge or only specified knowledge for the purposes of subparagraph (i) shall, except as provided in subparagraph (iii), be conclusive if there shall be included in or enclosed with such document a brief explanation of the effect upon such corporate action of a determination that the corporation is a foreign domiciliary corporation.
(iii) If, prior to the convening of a meeting of shareholders to consider the proposed corporate action, or prior to the expiration of 20 days after the transmission of the document to shareholders, in any other case, any person shall give the corporation written notice of facts relevant under this paragraph, the corporation shall have knowledge of such facts for the purposes of subparagraph (i).
Cross References.
Section 4102 is referred to in sections 1103, 1767, 2502, 2503, 2504, 4103, 4104 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 41 - Foreign Business Corporations › Section 4103 - Acquisition of foreign domiciliary corporation status

§ 4103. Acquisition of foreign domiciliary corporation status.
(a) Shareholding test.--
A foreign corporation shall become a foreign domiciliary corporation under section 4102(a) (relating to foreign domiciliary corporations) on the first day of the sixth month following the month in which the corporation first has knowledge that the test has been met.
(b) Newly incorporated corporations.--
Where the test under section 4102(a) is met at the time of initial issuance of shares of the corporation and continuously thereafter, foreign domiciliary corporation status when established shall be retroactive to the incorporation of the corporation.
(c) Foreign corporations with registered securities.--
The exemption provided by section 4102(b)(1) shall terminate immediately upon the termination of the status of the corporation as a corporation described in that provision.
(d) Subsidiary corporations.--
The exemption provided by section 4102(b)(2) shall terminate immediately upon the happening of any event whereby all of the shares of the corporation are no longer owned, directly or indirectly, by one or more registered corporations or corporations described in section 4102(b)(1).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 41 - Foreign Business Corporations › Section 4104 - Termination of foreign domiciliary corporation status

§ 4104. Termination of foreign domiciliary corporation status.
(a) Shareholding test.--
A foreign domiciliary corporation shall cease to be such on the first day of the sixth month following the month in which the corporation first has knowledge that the test of section 4102(a) (relating to foreign domiciliary corporations) is no longer met.
(b) Foreign corporations with registered securities.--
The exemption provided by section 4102(b)(1) shall take effect on the day following the day on which the corporation becomes a corporation described in that provision.
(c) Subsidiary corporations.--
The exemption provided by section 4102(b)(2) shall take effect immediately upon the acquisition, directly or indirectly, of the last outstanding share of the corporation by one or more registered corporations or corporations described in section 4102(b)(1).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 41 - Foreign Business Corporations › Section 4121 - Admission of foreign corporations (Repealed)

§ 4121. Admission of foreign corporations (Repealed).
2014 Repeal.
Section 4121 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 41 - Foreign Business Corporations › Section 4122 - Excluded activities (Repealed)

§ 4122. Excluded activities (Repealed).
2014 Repeal.
Section 4122 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 41 - Foreign Business Corporations › Section 4123 - Requirements for foreign corporation names (Repealed)

§ 4123. Requirements for foreign corporation names (Repealed).
2014 Repeal.
Section 4123 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 41 - Foreign Business Corporations › Section 4124 - Advertisement of registration to do business

§ 4124. Advertisement of registration to do business.
(a) General rule.--
(Deleted by amendment).
(b) Advertisement.--
A foreign business 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 briefly:
(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).
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
Cross References.
Section 4124 is referred to in section 412 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 41 - Foreign Business Corporations › Section 4125 - Issuance of certificate of authority (Repealed)

§ 4125. Issuance of certificate of authority (Repealed).
2014 Repeal.
Section 4125 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 41 - Foreign Business Corporations › Section 4126 - Amended certificate of authority (Repealed)

§ 4126. Amended certificate of authority (Repealed).
2014 Repeal
. Section 4126 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 41 - Foreign Business Corporations › Section 4127 - Merger, consolidation or division of qualified foreign corporations (Repealed)

§ 4127. Merger, consolidation or division of qualified foreign corporations (Repealed).
2014 Repeal.
Section 4127 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 41 - Foreign Business Corporations › Section 4128 - Revocation of certificate of authority (Repealed)

§ 4128. Revocation of certificate of authority (Repealed).
2014 Repeal.
Section 4128 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 41 - Foreign Business Corporations › Section 4129 - Advertisement of termination of registration to do business

§ 4129. Advertisement of termination of registration to do business.
(a) General rule.--
(Deleted by amendment).
(b) Advertisement.--
A registered foreign business corporation shall, before filing a statement 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 1975(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).
(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 41 - Foreign Business Corporations › Section 4130 - Change of address after withdrawal (Repealed)

§ 4130. Change of address after withdrawal (Repealed).
2014 Repeal.
Section 4130 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 41 - Foreign Business Corporations › Section 4131 - Registration of name (Repealed)

§ 4131. Registration of name (Repealed).
2014 Repeal.
Section 4131 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 41 - Foreign Business Corporations › Section 4141 - Penalty for doing business without certificate of authority (Repealed)

§ 4141. Penalty for doing business without certificate of authority (Repealed).
2014 Repeal.
Section 4141 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 41 - Foreign Business Corporations › Section 4142 - General powers and duties of qualified foreign corporations (Repealed)

§ 4142. General powers and duties of qualified foreign corporations (Repealed).
2014 Repeal.
Section 4142 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 41 - Foreign Business Corporations › Section 4143 - General powers and duties of nonqualified foreign corporations (Repealed)

§ 4143. General powers and duties of nonqualified foreign corporations (Repealed).
2014 Repeal.
Section 4143 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 41 - Foreign Business Corporations › Section 4144 - Registered office of qualified foreign corporations (Repealed)

§ 4144. Registered office of qualified foreign corporations (Repealed).
2014 Repeal.
Section 4144 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 41 - Foreign Business Corporations › Section 4145 - Applicability of certain safeguards to foreign domiciliary corporations

§ 4145. Applicability of certain safeguards to foreign domiciliary corporations.
(a) General rule.--
The General Assembly hereby finds and determines that foreign domiciliary corporations substantially affect this Commonwealth. The courts of this Commonwealth shall not dismiss or stay any action or proceeding brought by a shareholder or representative of a foreign domiciliary corporation, as such, against the corporation or any one or more of the shareholders or representatives thereof, as such, on the ground that the corporation is a foreign corporation for profit or that the cause of action relates to the internal affairs thereof, but every such action shall proceed with like effect as if the corporation were a domestic corporation. Except as provided in subsection (b), the court having jurisdiction of the action or proceeding shall apply the law of the jurisdiction under which the foreign domiciliary corporation was incorporated.
(b) (Reserved).
(c) (Reserved).
(d) Section exclusive.--
The provisions of this subpart, other than the provisions of this section and section 4146 (relating to provisions applicable to all foreign corporations), shall not be construed to regulate the incorporation or internal affairs of a foreign corporation for profit.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 41 - Foreign Business Corporations › Section 4146 - Provisions applicable to all foreign corporations

§ 4146. Provisions applicable to all foreign corporations.
The following provisions of this subpart shall, except as otherwise provided in this section, be applicable to every foreign corporation for profit, whether or not required to register under Chapter 4 (relating to foreign associations):
Section 1503 (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 1506 (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 1510 (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 1782 (relating to eligible shareholder plaintiffs and security for costs), as to any derivative action brought in a court of this Commonwealth.
Subchapter F of Chapter 25 (relating to business combinations), to the extent provided in section 2551(c) (relating to continuing applicability).
(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; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
Cross References.
Section 4146 is referred to in sections 1503, 1506, 1510, 1782, 2551, 4145 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 41 - Foreign Business Corporations › Section 4161 - § 4162 - (Repealed)

2014 Repeal.
Subchapter D (§§ 4161 - 4162) 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 51 - General Provisions › Extra - Chapter Notes

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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 51 - General Provisions › Section 5101 - Short titles

§ 5101. Short titles.
(a) Title of subpart.--
This subpart shall be known and may be cited as the Nonprofit Corporation Law of 1988.
(b) Prior consolidated statute.--
Former 15 Pa.C.S. Pt. III Art. B (relating to domestic nonprofit corporations), added by the act of November 15, 1972 (P.L.1063, No.271), shall be known and may be cited as the Nonprofit Corporation Law of 1972.
(c) Prior law.--
The act of May 5, 1933 (P.L.289, No.105), shall be known and may be cited as the Nonprofit Corporation Law of 1933.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 51 - General Provisions › Section 5102 - Application of subpart

§ 5102. Application of subpart.
(a) General rule.--
Except as otherwise provided in this section, in the scope provisions of subsequent provisions of this subpart or where the context clearly indicates otherwise, this subpart shall apply to and the words "corporation" or "nonprofit corporation" in this subpart shall mean a domestic corporation not-for-profit. See section 101(b) (relating to application of title).
(b) Coordination with other laws.--
Where any other provision of law contemplates notice to, the presence of, or the vote, consent or other action by the members, directors or officers of a nonprofit corporation, without specifying the applicable corporate standards and procedures, the standards and procedures specified by or pursuant to this subpart shall be applicable.
(c) Exclusion.--
This subpart shall not apply to a fraternal benefit society, whether proposed or existing, except as otherwise expressly provided in this subpart or as otherwise provided by statute applicable to the fraternal benefit society.
(d) Cooperative corporations.--
This subpart shall apply to a domestic corporation not-for-profit organized on the cooperative principle only to the extent provided by Subpart D (relating to cooperative corporations).
(e) Nonprofit corporation ancillaries.--
The domestic corporation provisions of this subpart shall apply to any of the following corporations, whether proposed or existing, except as otherwise expressly provided by statute applicable to the corporation:
(1) The Pennsylvania Deposit Insurance Corporation established by the act of October 5, 1978 (P.L.1088, No.255), known as the Pennsylvania Deposit Insurance Corporation Act.
(2) The Pennsylvania Savings Association Corporation established by the act of April 6, 1979 (P.L.17, No.5), referred to as the Pennsylvania Savings Association Insurance Corporation Act.
(3) The Lawyer Trust Account Board established by the act of April 29, 1988 (P.L.373, No.59), known as the Interest on Lawyers' Trust Accounts Act.
(4) Any other domestic corporation not-for-profit incorporated under or subject to a statute that provides that the corporate affairs of the corporation shall be governed by the laws applicable to domestic nonprofit corporations.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 reenacted and amended the entire section.
References in Text.
The act of October 5, 1978 (P.L.1088, No.255), known as the Pennsylvania Deposit Insurance Corporation Act, referred to in subsec. (e)(1), was repealed by the act of October 5, 1980 (P.L.693, No.142).
Cross References.
Section 5102 is referred to in section 5103 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 51 - General Provisions › Section 5104 - Other general provisions (Deleted by amendment)

§ 5104. Other general provisions (Deleted by amendment).
2013 Amendment.
Section 5104 was deleted by amendment July 9, 2013, P.L.476, No.67, effective in 60 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 51 - General Provisions › Section 5105 - Restriction on equitable relief

§ 5105. Restriction on equitable relief.
A member of a nonprofit corporation shall not have any right to claim the right to valuation and payment of the fair value of his membership interest or shares because of any proposed plan or amendment authorized under any provision of this subpart, or to obtain, in the absence of fraud or fundamental unfairness, an injunction against the plan or amendment.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 51 - General Provisions › Section 5106 - Uniform application of subpart

§ 5106. Uniform application of subpart.
(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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 51 - General Provisions › Section 5107 - Subordination of subpart to canon law

§ 5107. Subordination of subpart to canon law.
If and to the extent canon law or similar principles applicable to a corporation incorporated for religious purposes sets forth provisions relating to the government and regulation of the affairs of the corporation that are inconsistent with the provisions of this subpart on the same subject, the canon law or similar principles shall control except to the extent prohibited by the Constitution of the United States or the Constitution of Pennsylvania.
(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 5107 is referred to in sections 5513, 5903 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 51 - General Provisions › Section 5108 - Limitation on incorporation

§ 5108. Limitation on incorporation.
A corporation that can be incorporated under this subpart shall not be incorporated except under the provisions of this subpart.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 51 - General Provisions › Section 5109 - Execution of documents

§ 5109. Execution of documents.
(a) General rule.--
Any document filed in the department under this title by a domestic or foreign nonprofit corporation subject to this subpart may be executed on behalf of the corporation by any one duly authorized officer of the corporation. The corporate seal may be affixed and attested, but the affixation or attestation of the corporate seal shall not be necessary for the due execution of any filing by a corporation under this title.
(b) Cross reference.--
See section 135 (relating to requirements to be met by filed documents).
(c) Transitional provision.--
(Deleted by amendment).
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 51 - General Provisions › Section 5110 - Annual report (Repealed)

§ 5110. Annual report (Repealed).
2022 Repeal.
Section 5110 was repealed November 3, 2022, P.L.1791, No.122, effective in 60 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 53 - Incorporation › Extra - Chapter Notes

Enactment.
Chapter 53 was added as Chapter 73 November 15, 1972, P.L.1063, No.271, effective
            in 90 days. Chapter 73 was renumbered to Chapter 53 December 21, 1988, P.L.1444, No.177,
            effective October 1, 1989.
Cross References.
Subchapter A is referred to in sections 5331, 7306 of this title; section 3702 of
            Title 22 (Detectives and Private Police).
Enactment.
The heading of Subchapter C was added December 21, 1988, P.L.1444, No.177, effective
            October 1, 1989.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 53 - Incorporation › Section 5301 - Purposes

§ 5301. Purposes.
(a) General rule.--
Except as provided in subsection (b), corporations may be incorporated under this article for any lawful purpose or purposes, including, but not limited to, any one or more of the following or similar purposes: athletic; any lawful business purpose to be conducted on a not-for-profit basis; beneficial; benevolent; cemetery; charitable; civic; control of fire; cultural; educational; encouragement of agriculture or horticulture; fraternal; health; literary; missionary; musical; mutual improvement; patriotic; political; prevention of cruelty to persons or animals; professional, commercial, industrial, trade, service or business associations; promotion of the arts; protection of natural resources; religious; research; scientific and social.
(b) Exception.--
Except as otherwise provided by Title 40 (relating to insurance) or the act of December 29, 1972 (P.L.1701, No.364), known as the Health Maintenance Organization Act, a corporation may not be incorporated under this article for the purpose of engaging in the business of writing insurance or reinsurance as principal.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 reenacted and amended the entire section.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 53 - Incorporation › Section 5302 - Number and qualifications of incorporators

§ 5302. Number and qualifications of incorporators.
One or more corporations for profit or not-for-profit or natural persons of full age may incorporate a nonprofit corporation under the provisions of this subpart.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 53 - Incorporation › Section 5303 - Corporate name (Repealed)

§ 5303. Corporate name (Repealed).
2014 Repeal.
Section 5303 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 53 - Incorporation › Section 5304 - Required name changes by senior corporations (Repealed)

§ 5304. Required name changes by senior corporations (Repealed).
2014 Repeal.
Section 5304 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 53 - Incorporation › Section 5305 - Reservation of corporate name (Repealed)

§ 5305. Reservation of corporate name (Repealed).
2014 Repeal.
Section 5305 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 53 - Incorporation › Section 5307 - Advertisement

§ 5307. Advertisement.
The incorporators or the corporation shall officially publish a notice of intention to file or of the filing of articles of incorporation. The notice may appear prior to or after the day the articles of incorporation are filed in the department 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 this subpart.
(3) (Deleted by amendment).
(4) (Deleted by amendment).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 53 - Incorporation › Section 5308 - Filing of articles

§ 5308. Filing of articles.
(a) General rule.--
The articles of incorporation shall be delivered to the department for filing.
(b) Cross references.--
See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days)