reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8846 - Liability for improper distributions

§ 8846. Liability for improper distributions.
(a) General rule.--
Except as provided in subsection (b), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 8845 (relating to limitations on distributions) and in consenting to the distribution fails to comply with section 8849.1 (relating to standards of conduct for members) or 8849.2 (relating to standards of conduct for managers), the member or manager is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of section 8845.
(b) Members without authority.--
To the extent the operating agreement of a member-managed limited liability company relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of authority and responsibility.
(c) Recipients.--
A person that receives a distribution knowing that the distribution violated section 8845 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 8845.
(d) Contribution.--
A person against which an action is commenced because the person is liable under subsection (a) may:
(1) join any other person that is liable under subsection (a) or otherwise seek to enforce a right of contribution from the person; and
(2) join any person that is liable under subsection (c) or otherwise seek to enforce a right of contribution from the person in the amount the person is liable for under subsection (c).
(e) Statute of repose.--
An action under this section is barred unless commenced within two years after the distribution.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8851 - Nature of transferable interest

§ 8851. Nature of transferable interest.
(a) Personal property.--
A transferable interest is personal property.
(b) Only right that may be transferred.--
A person may not transfer to a person not a member any rights in a limited liability company other than a transferable interest.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8852 - Transfer of transferable interest

§ 8852. Transfer of transferable interest.
(a) General rule.--
Subject to section 8853(f) (relating to charging order), a transfer, in whole or in part, of a transferable interest:
(1) is permissible;
(2) does not by itself cause the dissociation of the transferor as a member or a dissolution and winding up of the limited liability company's activities and affairs; and
(3) subject to section 8854 (relating to power of personal representative of deceased member), does not entitle the transferee to:
(i) participate in the management or conduct of the company's activities and affairs; or
(ii) except as provided in subsection (c), have access to records or other information concerning the company's activities and affairs.
(b) Right to distributions.--
A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) Right to account on dissolution.--
In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.
(d) Certificate of interest.--
A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in record form and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e) Recognition of transferee's rights.--
A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer.
(f) Transfer restrictions.--
A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.
(g) Rights retained by transferor.--
Except as provided in section 8861(5)(ii) (relating to events causing dissociation), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.
Cross References.
Section 8852 is referred to in sections 8844, 8853, 8854 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8854 - Power of personal representative of deceased member

§ 8854. Power of personal representative of deceased member.
If a member dies, the deceased member's personal representative may exercise:
(1) the rights of a transferee provided in section 8852(c) (relating to transfer of transferable interest); and
(2) for the purposes of settling the estate, the rights the deceased member had under section 8850 (relating to rights to information).
Cross References.
Section 8854 is referred to in sections 8850, 8852, 8863 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8862 - Power to dissociate and wrongful dissociation

§ 8862. Power to dissociate and wrongful dissociation.
(a) Power to dissociate.--
A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 8861(1) (relating to events causing dissociation).
(b) Wrongful dissociation.--
A person's dissociation as a member is wrongful only if the dissociation:
(1) is in breach of an express provision of the operating agreement; or
(2) occurs before the completion of the winding up of the limited liability company and:
(i) the person withdraws as a member by express will;
(ii) the person is expelled as a member by judicial order under section 8861(6);
(iii) the person is dissociated under section 8861(8); or
(iv) the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated, except that this subparagraph does not apply to a person that is:
(A) a trust that is not a business or statutory trust;
(B) an estate; or
(C) an individual.
(c) Damages for wrongful dissociation.--
A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 8881 (relating to direct action by member), to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the member to the company or the other members.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8863 - Effects of dissociation

§ 8863. Effects of dissociation.
(a) General rule.--
If a person is dissociated as a member:
(1) the person's rights as a member terminate;
(2) if the company is member-managed, the person's duties and obligations under section 8849.1 (relating to standards of conduct for members) as a member end with regard to matters arising and events occurring after the person's dissociation; and
(3) subject to sections 8844(e) (relating to sharing of and right to distributions before dissolution) and 8854 (relating to power of personal representative of deceased member) and Chapter 3 (relating to entity transactions), any transferable interest owned by the person in the person's capacity as a member immediately before dissociation as a member is owned by the person solely as a transferee.
(b) Existing obligations not discharged.--
A person's dissociation as a member does not of itself discharge the person from any debt, obligation or other liability to the company or the other members which the person incurred while a member.
Cross References.
Section 8863 is referred to in section 8812 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8871 - Events causing dissolution

§ 8871. Events causing dissolution.
(a) General rule.--
A limited liability company is dissolved, and its activities and affairs shall be wound up, upon the occurrence of any of the following:
(1) An event or circumstance that the operating agreement states causes dissolution.
(2) The consent of all the members.
(3) The passage of 180 consecutive days after the company ceases to have any members unless before the end of the period:
(i) consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and
(ii) at least one person becomes a member in accordance with the consent.
(4) On application by a member, the entry by the court of an order dissolving the company on the grounds that:
(i) the conduct of all or substantially all the company's activities and affairs is unlawful;
(ii) it is not reasonably practicable to carry on the company's activities and affairs in conformity with the certificate of organization and the operating agreement; or
(iii) the managers or those members in control of the company:
(A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(B) have acted or are acting in a manner that is oppressive and was, is or will be directly harmful to the applicant.
(b) Other remedies.--
In a proceeding brought under subsection (a)(4)(iii)(B), the court may order a remedy other than dissolution.
(c) Cross reference.--
See section 8815(c)(15) (relating to contents of operating agreement).
Cross References.
Section 8871 is referred to in sections 8815, 8841, 8872 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8874 - Known claims against dissolved limited liability company

§ 8874. Known claims against dissolved limited liability company.
(a) General rule.--
Except as provided in subsection (d), a dissolved limited liability company may give notice of a known claim under subsection (b), which has the effect provided in subsection (c).
(b) Required notice.--
A dissolved limited liability company may notify in record form its known claimants of the dissolution. The notice must:
(1) specify the information required to be included in a claim;
(2) state that a claim must be in writing and provide a mailing address to which the claim is to be sent;
(3) state the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant; and
(4) state that the claim will be barred if not received by the deadline.
(c) Claims barred.--
A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met and:
(1) the claim is not received by the specified deadline; or
(2) if the claim is timely received but rejected by the company:
(i) the company causes the claimant to receive a notice in record form stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and
(ii) the claimant does not commence the required action within 90 days after the complainant receives the notice.
(d) Later arising claims.--
This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
Cross References.
Section 8874 is referred to in sections 8845, 8875 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8875 - Other claims against dissolved limited liability company

§ 8875. Other claims against dissolved limited liability company.
(a) Permissive notice.--
A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) Notice procedure.--
A notice under subsection (a) must:
(1) be officially published one time;
(2) describe the information required to be contained in a claim, state that the claim must be in writing and provide a mailing address to which the claim is to be sent; and
(3) state that a claim against the limited liability company is barred unless an action to enforce the claim is commenced within two years after publication of the notice.
(c) Claims barred.--
If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company within two years after the publication date of the notice:
(1) a claimant that did not receive notice in record form under section 8874 (relating to known claims against dissolved limited liability company);
(2) a claimant whose claim was timely sent to the company but not acted on; and
(3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
(d) Claims not barred.--
A claim not barred under this section or section 8874 may be enforced:
(1) against a dissolved limited liability company, to the extent of its undistributed assets; and
(2) except as provided in section 8876 (relating to court proceedings), if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution, whichever is less, except that a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.
Cross References.
Section 8875 is referred to in sections 8845, 8876 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8876 - Court proceedings

§ 8876. Court proceedings.
(a) Determination of security.--
A dissolved limited liability company that has officially published a notice under section 8875 (relating to other claims against dissolved limited liability company) may file an application with the court for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the company and:
(1) at the time of application:
(i) are contingent; or
(ii) have not been made known to the company; or
(2) are based on an event occurring after the effective date of dissolution.
(b) When security not required.--
Security is not required for any claim that is or is reasonably anticipated to be barred under section 8875(c).
(c) Notice.--
Within 10 days after the filing of an application under subsection (a), the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.
(d) Guardian ad litem.--
In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.
(e) Effect on contingent claims.--
A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection (a) satisfies the company's obligations with respect to claims that are contingent, have not been made known to the company or are based on an event occurring after the effective date of dissolution. The claims may not be enforced against a member or transferee that received assets in liquidation.
Cross References.
Section 8876 is referred to in sections 8845, 8875 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8877 - Disposition of assets in winding up

§ 8877. Disposition of assets in winding up.
(a) Creditors.--
In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.
(b) Surplus.--
After a limited liability company complies with subsection (a), any surplus shall be distributed in the following order, subject to any charging order in effect under section 8853 (relating to charging order):
(1) to each owner of a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and
(2) among owners of transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the company.
(c) Insufficient assets.--
If a limited liability company does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.
(d) Form of payment.--
All distributions made under subsections (b) and (c) must be paid in money.
Cross References.
Section 8877 is referred to in sections 8844, 8845 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8878 - Voluntary termination by members or organizers

§ 8878. Voluntary termination by members or organizers.
(a) General rule.--
The members or organizers of a limited liability company that has never transacted business or held assets other than money received as capital contributions may effect the termination of the company by delivering to the department for filing a certificate of termination signed by an organizer or a member and stating:
(1) the name of the company;
(2) 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 the registered office of the company;
(3) that the company has never transacted business or held assets other than money received as capital contributions;
(4) that the amounts, if any, actually paid in as capital contributions, less any part disbursed for necessary expenses, have been returned to those entitled to the return of the amounts;
(5) that all liabilities of the company have been discharged or that adequate provision has been made for those liabilities; and
(6) that a majority of the organizers or a majority in interest of the members elect that the company be terminated.
(b) Effect.--
Upon the filing of the certificate of termination, the existence of the limited liability company shall cease.
(c) Cross references.--
See:
Section 134 (relating to docketing statement).
Section 135 (relating to requirements to be met by filed documents).
Section 136(c) (relating to processing of documents by Department of State).
Cross References.
Section 8878 is referred to in section 139 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8881 - Direct action by member

§ 8881. Direct action by member.
(a) General rule.--
Subject to subsection (b), a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement or this title or arising independently of the membership relationship.
(b) Required injury.--
A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
(c) Cross reference.--
See section 8815(c)(17) (relating to contents of operating agreement).
Cross References.
Section 8881 is referred to in sections 8849.1, 8849.2, 8861, 8862 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8885 - Proceeds and expenses

§ 8885. Proceeds and expenses.
(a) Proceeds.--
Except as provided in subsection (b):
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and
(2) if the plaintiff or its counsel receives any proceeds, the proceeds shall be remitted immediately to the company.
(b) Expenses.--
If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited liability company, but in no event shall the attorney fees awarded exceed a reasonable proportion of the value of the relief, including nonpecuniary relief, obtained by the plaintiff for the company.
(c) Cross reference.--
See section 8815(c)(13) (relating to contents of operating agreement).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8891 - Application and effect of subchapter

§ 8891. Application and effect of subchapter.
(a) General rule.--
This subchapter shall apply to all benefit companies.
(b) Limited application of subchapter.--
The existence of a provision of this subchapter shall not of itself create any implication that a contrary or different rule of law is or would be applicable to a limited liability company that is not a benefit company. This subchapter shall not affect any statute or rule of law that is or would be applicable to a limited liability company that is not a benefit company.
(c) Laws applicable to benefit companies.--
Except as otherwise provided in this subchapter, the provisions of Part I (relating to preliminary provisions) and this chapter shall apply generally to benefit companies. The provisions of this subchapter shall control over inconsistent provisions of this title.
(d) Organic rules may not be inconsistent.--
See section 8815(c)(19) (relating to contents of operating agreement).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8893 - Benefit company status

§ 8893. Benefit company status.
(a) Formation of benefit company.--
A benefit company shall be formed in accordance with section 8821 (relating to formation of limited liability company and certificate of organization) except that its certificate of organization shall also state that it is a benefit company.
(b) Election of benefit company status.--
An existing limited liability company may elect to become a benefit company by amending its certificate of organization so that it contains, in addition to the requirements of section 8821, a statement that the company is a benefit company. The amendment shall not be effective unless it is adopted by at least the minimum status vote.
(c) Election of status in a fundamental transaction.--
If an association that is not a benefit company 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 company, 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.
(d) Termination of benefit company status.--
A benefit company may terminate its status as a benefit company and cease to be subject to this subchapter by amending its certificate of organization to delete the provision required by subsection (a) or (b) to be stated in the certificate of organization of a benefit company. The amendment shall not be effective unless it is adopted by at least the minimum status vote.
(e) Termination of status in a fundamental transaction.--
If a plan would have the effect of terminating the status of a limited liability company as a benefit company, 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 company, 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 8893 is referred to in section 8821 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8894 - Purposes

§ 8894. Purposes.
(a) General public benefit purpose.--
A benefit company shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 8818(b) (relating to characteristics of limited liability company).
(b) Optional specific public benefit purpose.--
The certificate of organization of a benefit company may identify one or more specific public benefits that it is the purpose of the benefit company to create in addition to its purposes under subsection (a) and section 8818(b). The identification of a specific public benefit does not limit the obligation of a benefit company 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 company.
(d) Amendment.--
A benefit company may amend its certificate of organization to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit company to create. The amendment shall not be effective unless it is adopted by at least the minimum status vote.
(e) Professional companies.--
A professional company that is a benefit company does not violate a restriction on its permissible purposes or activities 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 88 - Limited Liability Companies › Section 8896 - Standard of conduct for managers and officers

§ 8896. Standard of conduct for managers and officers.
(a) Managers.--
Each manager of a manager-managed limited liability company that is a benefit company shall consider the interests and factors described in section 8895(a) (relating to standard of conduct for members) when discharging his or her duties under this title and under the operating agreement.
(b) Officers.--
If a benefit company has a person serving in the capacity of an officer, the person shall consider the interests and factors described in section 8895(a) when discharging the person's duties under this title and under the operating agreement if:
(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 company of general public benefit or a specific public benefit identified in the certificate of organization of the benefit company.
(c) Coordination with other provisions of law.--
The consideration of interests and factors by a manager in the manner described in subsection (a) shall not constitute a violation of section 8849.2 (relating to standards of conduct for managers).
(d) Exoneration from personal liability.--
Regardless of whether the operating agreement of a manager-managed benefit company includes a provision eliminating or limiting the personal liability of a manager or officer:
(1) A manager or officer shall not be personally liable, as such, for monetary damages for any action taken as a manager or officer in the course of performing the duties specified in subsection (a) or (b) unless the action constitutes self-dealing, willful misconduct or recklessness.
(2) A manager or officer shall not be personally liable for monetary damages for failure of the benefit company to pursue or create general public benefit or a specific public benefit.
(e) Limitation on standing.--
A manager or 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 company arising from the status of the person as a beneficiary.
(f) Ownership of interest.--
The ownership by a manager or officer, directly or indirectly, of an interest in a benefit company does not alone create a conflict of interest on the part of the manager or officer with respect to the performance by the manager or officer of the duties of a manager or officer under subsection (a) or (b), except to the extent the ownership would create a conflict of interest if the limited liability company were not a benefit company.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsec. (d) and added subsec. (f).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8897 - Right of action

§ 8897. 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 company or its members, managers or officers with respect to:
(i) failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of organization; or
(ii) violation of a duty or standard of conduct under this subchapter.
(2) A benefit company shall not be liable for monetary damages under this subchapter for any failure of the benefit company 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 company; or
(2) derivatively by:
(i) a member that owned at least 2% of the total number of interests of a class or series outstanding at the time of the act complained of;
(ii) a manager of a manager-managed limited liability company;
(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 company is a subsidiary at the time of the act complained of; or
(iv) such other persons as may be specified in the certificate of organization or operating agreement of the benefit company.
(c) Cross reference.--
The provisions of Subchapter H (relating to actions by members) shall apply to derivative actions under this section.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8898 - Annual benefit report

§ 8898. Annual benefit report.
(a) Contents.--
A benefit company must deliver to each member an annual benefit report, including:
(1) A narrative description of:
(i) the ways in which the benefit company pursued general public benefit during the year and the extent to which general public benefit was created;
(ii) the ways in which the benefit company pursued any specific public benefit that the certificate of organization states is the purpose of the benefit company to create and the extent to which that specific public benefit was created;
(iii) any circumstances that have hindered the creation by the benefit company of general or specific public benefit; and
(iv) the process and rationale for selecting or changing the third-party standard used to prepare the benefit report.
(2) An assessment of the overall social and environmental performance of the benefit company against a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application. The assessment does not need to be audited or certified by a third-party standards provider.
(3) A statement of any connection between the organization that established the third-party standard, or its directors, officers or any holder of 5% or more of the governance interests in the organization, and the benefit company or its members, managers or officers or any holder of 5% or more of the outstanding interests in the benefit company, including any financial or governance relationship which might materially affect the credibility of the use of the third-party standard.
(b) Timing of report.--
A benefit company shall annually send a benefit report to each member either:
(1) within 120 days following the end of the fiscal year of the benefit company; or
(2) at the same time that the benefit company delivers any other annual report to its members.
(c) Internet website posting.--
A benefit company must post all of its benefit reports on the public portion of its Internet website, if any, except that any financial or proprietary information included in the benefit report may be omitted from the benefit report as posted.
(d) Availability of copies.--
If a benefit company does not have an Internet website, the benefit company shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy, but any financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.
(e) Filing of report.--
Concurrently with the delivery of the benefit report to members pursuant to subsection (b), the benefit company must deliver a copy of the benefit report to the department for filing, except that any financial or proprietary information included in the benefit report may be omitted from the benefit report as filed under this section. The department shall charge a fee of $70 for filing a benefit report.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 89 - Limited Liability Companies › Extra - Chapter Notes

Enactment.
Chapter 89 was added December 7, 1994, P.L.703, No.106, effective in 60 days.
Cross References.
Chapter 89 is referred to in section 325 of this title; section 501 of Title 54 (Names).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 89 - Limited Liability Companies › Section 8901 - § 8908 - (Repealed)

2016 Repeal.
Subchapter A (§§ 8901 - 8908) was added December 7, 1994, P.L.703, No.106, and repealed November 21, 2016, P.L.1328, No.170, effective in 90 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 89 - Limited Liability Companies › Section 8911 - § 8916 - (Repealed)

2016 Repeal.
Subchapter B (§§ 8911 - 8916) was added December 7, 1994, P.L.703, No.106, and repealed November 21, 2016, P.L.1328, No.170, effective in 90 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 89 - Limited Liability Companies › Section 8921 - § 8926 - (Repealed)

2016 Repeal.
Subchapter C (§§ 8921 - 8926) was added December 7, 1994, P.L. 703, No.106, and repealed November 21, 2016, P.L.1328, No.170, effective in 90 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 89 - Limited Liability Companies › Section 8931 - § 8935 - (Repealed)

2016 Repeal.
Subchapter D (§§ 8931 - 8935) was added December 7, 1994, P.L.703, No.106, and repealed November 21, 2016, P.L.1328, No.170, effective in 90 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 89 - Limited Liability Companies › Section 8941 - § 8948 - (Repealed)

2016 Repeal.
Subchapter E (§§ 8941 - 8948) was added December 7, 1994, P.L.703, No.106, and repealed November 21, 2016, P.L.1328, No.170, effective in 90 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 89 - Limited Liability Companies › Section 8951 - (Repealed)

2016 Repeal.
Subchapter F (§ 8951) was added December 7, 1994, P.L.703, No.106, and repealed November 21, 2016, P.L.1328, No.170, effective in 90 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 89 - Limited Liability Companies › Section 8956 - § 8959 - (Repealed)

2014 Repeal.
Subchapter G (§§ 8956 - 8959) was added December 7, 1994, P.L.703, No.106, 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 89 - Limited Liability Companies › Section 8961 - § 8965 - (Repealed)

2014 Repeal.
Subchapter H (§§ 8961 - 8965) was added December 7, 1994, P.L.703, No.106, 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 89 - Limited Liability Companies › Section 8971 - § 8978 - (Repealed)

2016 Repeal.
Subchapter I (§§ 8971 - 8978) was added December 7, 1994, P.L.703, No.106, and repealed November 21, 2016, P.L.1328, No.170, effective in 90 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 89 - Limited Liability Companies › Section 8981 - § 8982 - (Repealed)

2014 Repeal.
Subchapter J (§§ 8981 - 8982) was added December 7, 1994, P.L.703, No.106, 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 89 - Limited Liability Companies › Section 8991 - § 8993 - (Repealed)

2016 Repeal.
Subchapter K (§§ 8991 - 8993) was added December 7, 1994, P.L.703, No.106, and repealed November 21, 2016, P.L.1328, No.170, effective in 90 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 89 - Limited Liability Companies › Section 8997 - Taxation of restricted professional companies

§ 8997. Taxation of restricted professional companies.
(a) General rule.--
Except as provided in subsection (b), for the purposes of the imposition by the Commonwealth or any political subdivision of any tax or license fee on or with respect to any income, property, privilege, transaction, subject or occupation other than the corporate net income tax, capital stock and foreign franchise tax and personal income tax, a domestic or registered foreign restricted professional company shall be deemed to be a limited partnership organized and existing under Chapter 86 (relating to limited partnerships), and a member of such a company, as such, shall be deemed a limited partner of a limited partnership.
(b) Exception.--
A domestic or qualified foreign restricted professional company shall be subject to section 8835(a) (relating to taxation of limited liability companies), instead of subsection (a), for the whole of any taxable year of the company during any part of which the company has:
(1) engaged in any business not permitted by section 8996(a) (relating to purposes of restricted professional companies);
(2) (Repealed);
(3) been a member of a limited liability company.
(July 6, 2006, P.L.319, No.67, eff. imd.; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
1997 Partial Repeal.
Section 35.1(b) of Act 7 of 1997 provided that section 8997 is repealed insofar as it is inconsistent with Act 7.
Cross References.
Section 8997 is referred to in sections 8925, 8995 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9101 - Customary parliamentary law applicable (Repealed)

§ 9101. Customary parliamentary law applicable (Repealed).
2013 Repeal.
Section 9101 was repealed July 9, 2013, P.L.476, No.67, effective in 60 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9102 - Funeral and similar benefits (Repealed)

§ 9102. Funeral and similar benefits (Repealed).
2013 Repeal.
Section 9102 was repealed July 9, 2013, P.L.476, No.67, effective in 60 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9103 - Nontransferable membership interests (Repealed)

§ 9103. Nontransferable membership interests (Repealed).
2013 Repeal.
Section 9103 was repealed July 9, 2013, P.L.476, No.67, effective in 60 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9111 - Short title and application of chapter

§ 9111. Short title and application of chapter.
(a) Short title.--
This chapter shall be known and may be cited as the Pennsylvania Uniform Unincorporated Nonprofit Association Law.
(b) Transitional provisions concerning property.--
(1) If, before September 9, 2013, an interest in property was by the terms of a transfer purportedly transferred to a nonprofit association but under the law of this Commonwealth the interest did not vest in the nonprofit association, or in one or more persons on behalf of the nonprofit association under paragraph (2), on September 9, 2013, the interest vests in the nonprofit association, unless the parties to the transfer have treated the transfer as ineffective.
(2) If, before September 9, 2013, an interest in property was by the terms of a transfer purportedly transferred to a nonprofit association but the interest was vested in one or more persons to hold the interest for the nonprofit association, its members or both, on or after September 9, 2013, the persons or their successors in interest may transfer the interest to the nonprofit association in its name, or the nonprofit association may require that the interest be transferred to it in its name.
(c) Savings provisions.--
(1) This chapter supplements the law of this Commonwealth that applies to nonprofit associations operating in this Commonwealth, but, if a conflict exists between this chapter and another statute, the other statute applies.
(2) Nothing in this chapter 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."
(d) Cross reference.--
See section 5331 (relating to incorporation of unincorporated associations).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9111.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9112 - Definitions

§ 9112. Definitions.
The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:
"Established practices."
The practices used by a nonprofit association without material change during:
(1) the most recent five years of its existence; or
(2) if it has existed for less than five years, its entire existence.
"Governing principles." The agreements, whether oral, in record form or implied from its established practices, that govern the purpose or operation of a nonprofit association and the rights and obligations of its members and managers. The term includes any amendment or restatement of the agreements constituting the governing principles.
"Manager." A person that is responsible, alone or in concert with others, for the management of a nonprofit association.
"Member." A person that, under the governing principles, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policies and activities of the nonprofit association.
"Nonprofit association." An unincorporated organization consisting of two or more members joined together under an agreement that is oral, in record form or implied from conduct for one or more common, nonprofit purposes. The term does not include:
(1) a trust;
(2) a marriage, domestic partnership, common law domestic relationship, civil union or other domestic living arrangement;
(3) an organization formed under any other statute that governs the organization and operation of unincorporated associations;
(4) a joint tenancy, tenancy in common or tenancy by the entireties, even if the co-owners share use of the property for a nonprofit purpose; or
(5) a relationship under an agreement in record form that expressly provides that the relationship between the parties does not create a nonprofit association.
"Property." Includes:
(1) real property;
(2) personal property which is tangible or intangible;
(3) mixed real and personal property; and
(4) a right or interest in property.
"Transfer." (Deleted by amendment).
(July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014
Amendment.
Act 172 deleted the def. of "transfer."
2013 Amendment.
Act 67 added section 9112.
Cross References. Section 9112 is referred to in section 102 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9113 - Governing law

§ 9113. Governing law.
(a) Operations.--
Except as provided in subsection (b), the law of this Commonwealth governs the operation in this Commonwealth of a nonprofit association formed or operating in this Commonwealth.
(b) Internal affairs.--
Unless the governing principles specify a different jurisdiction, the law of the jurisdiction in which a nonprofit association has its main place of activities governs the internal affairs of the nonprofit association.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9113.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9114 - Entity status

§ 9114. Entity status.
(a) Legal entity.--
A nonprofit association is a legal entity distinct from its members and managers.
(b) Perpetual duration.--
A nonprofit association has perpetual duration unless the governing principles specify otherwise.
(c) Powers.--
A nonprofit association has the same powers as an individual to do all things necessary or convenient to carry on its purposes.
(d) Profits.--
A nonprofit association may engage in profit-making activities, but profits from any activities must be used or set aside for the nonprofit purposes of the nonprofit association.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9114.