reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 25 - Registered Corporations › Section 2576 - Enforcement actions

§ 2576. Enforcement actions.
(a) Venue.--
Actions to recover any profit due under this subchapter may be commenced in any court of competent jurisdiction by the registered corporation issuing the equity security or by any holder of any equity security of the corporation in the name and on behalf of the corporation if the corporation fails or refuses to bring the action within 60 days after written request by a holder or shall fail to prosecute the action diligently. If a judgment requiring the payment of any such profits is entered, the party bringing such action shall recover all costs, including reasonable attorney fees, incurred in connection with enforcement of this subchapter.
(b) Jurisdiction.--
By engaging in the activities necessary to become a controlling person or group and thereby becoming a controlling person or group, the person or group and all persons participating in the group consent to personal jurisdiction in the courts of this Commonwealth for enforcement of this subchapter. Courts of this Commonwealth may exercise personal jurisdiction over any controlling person or group in actions to enforce this subchapter. The terms of this section shall be supplementary to the provisions of 42 Pa.C.S. §§ 5301 (relating to persons) through 5322 (relating to bases of personal jurisdiction over persons outside this Commonwealth) and, for the purpose of this section, 42 Pa.C.S. § 5322(a)(7)(iv) shall be deemed to include a controlling person or group as defined in section 2573 (relating to definitions). Service of process may be made upon such persons outside this Commonwealth in accordance with the procedures specified by 42 Pa.C.S. § 5323 (relating to service of process on persons outside this Commonwealth).
(c) Limitation.--
Any action to enforce this subchapter shall be brought within two years from the date any profit recoverable by the corporation was realized.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 renumbered section 2575 to section 2576.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 25 - Registered Corporations › Section 2582 - Severance compensation

§ 2582. Severance compensation.
(a) General rule.--
Any eligible employee whose employment is terminated, other than for willful misconduct connected with the work of the employee, within 90 days before the control-share approval with respect to the registered corporation if such termination was pursuant to an agreement, arrangement or understanding, whether formal or informal, with the acquiring person whose control shares were accorded voting rights in connection with such control-share approval or within 24 calendar months after the control-share approval with respect to the registered corporation shall receive a one-time, lump-sum payment from the employer equal to:
(1) the minimum severance amount with respect to the employee; less
(2) any payments made to the employee by the employer due to termination of employment, whether pursuant to any contract, policy, plan or otherwise, but not including any final wage payments to the employee or payments to the employee under pension, savings, retirement or similar plans.
(b) Limitation.--
If the amount specified in subsection (a)(2) is at least equal to the amount specified in subsection (a)(1), no payment shall be required to be made under this subchapter.
(c) Due date of payment.--
Severance compensation under this subchapter to eligible employees shall be made within one regular pay period after the last day of work of the employee, in the case of a layoff known at such time to be at least six months or an involuntary termination and in all other cases within 30 days after the eligible employee first becomes entitled to compensation under this subchapter.
Cross References.
Section 2582 is referred to in section 2581 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 25 - Registered Corporations › Section 2583 - Enforcement and remedies

§ 2583. Enforcement and remedies.
(a) Notice.--
Within 30 days of the control-share approval, the employer shall provide written notice to each eligible employee and to the collective bargaining representative, if any, of the rights of eligible employees under this subchapter.
(b) Remedies.--
In the event any eligible employee is denied a lump-sum payment in violation of this subchapter or the employer fails to provide the notice required by subsection (a), the employee on his or her own behalf or on behalf of other employees similarly situated, or the collective bargaining representative, if any, on the behalf of the employee, may, in addition to all other remedies available at law or in equity, bring an action to remedy such violation. In any such action, the court may order such equitable or legal relief as it deems just and proper.
(c) Civil penalty.--
In the case of violations of subsection (a), the court may order the employer to pay to each employee who was subject to a termination of employment and entitled to severance compensation under this subchapter a civil penalty not to exceed $75 per day for each business day that notice was not provided to such employee.
(d) Successor liability.--
The rights under this subchapter of any individual who was an eligible employee at the time of the control-share approval shall vest at that time, and, in any action based on a violation of this subchapter, recovery may be secured against:
(1) a merged, consolidated or resulting domestic or foreign corporation or other successor employer; or
(2) the corporation after its status as a registered corporation has terminated;
notwithstanding any provision of law to the contrary.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 25 - Registered Corporations › Section 2585 - Application and effect of subchapter

§ 2585. Application and effect of subchapter.
(a) General rule.--
Except as otherwise provided in this section, this subchapter shall apply to every business combination transaction relating to a business operation if such business operation was owned by a registered corporation (or any subsidiary thereof) at the time of a control-share approval with respect to the corporation (regardless of the fact, if such be the case, that such operation after the control-share approval is owned by the registered corporation or any other person).
(b) Exceptions.--
This subchapter shall not apply to:
(1) Any business combination transaction occurring more than five years after the control-share approval of the registered corporation.
(2) Any business operation located other than in this Commonwealth.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 25 - Registered Corporations › Section 2586 - Definitions

§ 2586. Definitions.
The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:
"Business combination transaction."
Any merger or consolidation, sale, lease, exchange or other disposition, in one transaction or a series of transactions, whether affecting all or substantially all the property and assets, including its good will, of the business operation that is the subject of the labor contract referred to in section 2587 (relating to labor contracts preserved in business combination transactions) or any transfer of a controlling interest in such business operation.
"Control-share approval."
The term shall have the meaning specified in section 2581 (relating to definitions).
"Covered labor contract."
Any labor contract if such contract:
(1) covers persons engaged in employment in this Commonwealth;
(2) was negotiated by a labor organization or by a collective bargaining agent or other representative;
(3) relates to a business operation that was owned by the registered corporation (or any subsidiary thereof) at the time of the control-share approval with respect to such corporation; and
(4) was in effect and covered such business operation and such employees at the time of such control-share approval.
"Employee"
and "employment in this Commonwealth." The terms shall have the meanings specified in section 2581.
"Subsidiary."
The term shall have the meaning specified in section 2552 (relating to definitions).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 25 - Registered Corporations › Section 2587 - Labor contracts preserved in business combination transactions

§ 2587. Labor contracts preserved in business combination transactions.
No business combination transaction shall result in the termination or impairment of the provisions of any covered labor contract, and the contract shall continue in effect pursuant to its terms until it is terminated pursuant to any termination provision contained therein or until otherwise agreed upon by the parties to such contract or their successors.
Cross References.
Section 2587 is referred to in section 2586 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 25 - Registered Corporations › Section 2588 - Civil remedies

§ 2588. Civil remedies.
(a) General rule.--
In the event that an employee is denied or fails to receive wages, benefits or wage supplements or suffers any contractual loss as a result of a violation of this subchapter, the employee on his or her own behalf or on behalf of other employees similarly situated, or the labor organization or collective bargaining agent party to the labor contract, may, in addition to all other remedies available at law or in equity, bring an action in any court of competent jurisdiction to recover such wages, benefits, wage supplements or contractual losses and to enjoin the violation of this subchapter.
(b) Successor liability.--
The rights under this subchapter of any employee at the time of the control-share approval shall vest at that time, and, in any action based on a violation of this subchapter, recovery may be secured against:
(1) a merged, consolidated or resulting domestic or foreign corporation or other successor employer; or
(2) the corporation after its status as a registered corporation has terminated;
notwithstanding any provision of law to the contrary.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 27 - Management Corporations › Extra - Chapter Notes

Enactment.
Chapter 27 was added December 19, 1990, P.L.834, No.198, effective immediately.
Prior Provisions.
Former Chapter 27, which related to the same subject matter, was added December 21,
            1988, P.L.1444, No.177, and repealed December 19, 1990, P.L.834, No.198, effective
            immediately.
Cross References.
Chapter 27 is referred to in section 1103 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 27 - Management Corporations › Section 2701 - Application and effect of chapter

§ 2701. Application and effect of chapter.
(a) General rule.--
This chapter shall be applicable to a business corporation, other than a statutory close corporation or a professional corporation, that elects to become a management corporation in the manner provided by this chapter.
(b) Laws applicable to management corporations.--
Except as otherwise provided in this chapter, Part I (relating to preliminary provisions) and this subpart shall be generally applicable to all management corporations. The specific provisions of this chapter shall control over the general provisions of Part I and this subpart. Except as otherwise provided in this article, a management corporation may be simultaneously subject to this chapter and one or more other chapters of this article.
(c) Effect of a contrary provision of the bylaws.--
The bylaws of a management corporation may provide either expressly or by necessary implication that any one or more of the provisions of this chapter, except this subchapter, shall not be applicable, in whole or in part, to the corporation.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment.
Act 172 amended subsec. (b).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 27 - Management Corporations › Section 2702 - Formation of management corporations

§ 2702. Formation of management corporations.
A management corporation shall be formed in accordance with Article B (relating to domestic business corporations generally) except that its articles shall contain:
(1) A heading stating the name of the corporation and that it is a management corporation.
(2) The provisions required by section 2703 (relating to additional contents of articles of management corporations).
Cross References.
Section 2702 is referred to in section 2705 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 27 - Management Corporations › Section 2703 - Additional contents of articles of management corporations

§ 2703. Additional contents of articles of management corporations.
In addition to the provisions otherwise required by this subpart, the articles of a management corporation shall provide that:
(1) If, and so long as, the corporation is not a registered corporation:
(i) All of the outstanding shares of the corporation of all classes shall be subject to one or more of the restrictions on transfer permitted by section 1529 (relating to transfer of securities; restrictions).
(ii) Except as part of a transaction having as a purpose the establishment of the corporation as a registered corporation, neither the corporation nor any shareholder shall make an offering of any of its shares of any class that would constitute a "public offering" within the meaning of the Securities Act of 1933.
(2) If and so long as the corporation is not a management company registered under the Investment Company Act of 1940:
(i) if the compensation or cost of benefits of the directors and five most highly-compensated officers of the corporation is determined other than by a fixed annual amount in dollars per year, or if the corporation is managed by persons other than its directors and officers, the rate, formula or other basis for payment by the corporation of such compensation or benefits shall be valid only if approved by the shareholders from time to time by the affirmative vote; or
(ii) if subparagraph (i) is not applicable, the compensation or the cost of benefits of directors and of the five most highly-compensated officers of the corporation shall not be increased to a higher number of dollars per year without the prior affirmative vote obtained within one year of such increase;
of the holders of the outstanding shares of each class or series whether or not otherwise entitled to vote by the articles. If the articles confer upon the holders of a class or series a specifically enforceable right to the declaration and payment of dividends which are not contingent upon or related to net income (other than as provided by section 1551(b) (relating to limitation)), the articles may deny the holders of such class or series voting rights under this paragraph.
(3) The terms "compensation" and "benefits" shall mean amounts taxable, either currently or on a deferred basis, to a director or officer of the corporation under the Internal Revenue Code of 1986.
Cross References.
Section 2703 is referred to in sections 2702, 2704 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 27 - Management Corporations › Section 2704 - Election of an existing business corporation to become a management corporation

§ 2704. Election of an existing business corporation to become a management corporation.
(a) General rule.--
A business corporation may become a management corporation under this chapter by filing articles of amendment which shall contain, in addition to the requirements of section 1915 (relating to articles of amendment):
(1) A heading stating the name of the corporation and that it is a management corporation.
(2) A statement that it elects to become a management corporation.
(3) The provisions required by section 2703 (relating to additional contents of articles of management corporations).
(b) Procedure.--
An election to become subject to this chapter shall be proposed by a resolution adopted by the board of directors and shall be adopted in accordance with the requirements of Subchapter B of Chapter 19 (relating to amendment of articles). If an effective date is not stated in the articles of amendment, this chapter shall become applicable to the corporation on the date the articles of amendment are filed in the Department of State.
(c) Dissenters rights upon election.--
If any shareholder of a corporation, other than a management company registered under the Investment Company Act of 1940, that adopts an election under this chapter to become a management corporation objects to that action and complies with the provisions of Subchapter D of Chapter 15 (relating to dissenters rights), the dissenting shareholder shall be entitled to the rights and remedies of dissenting shareholders therein provided.
(d) Cross reference.--
See section 134 (relating to docketing statement).
Cross References.
Section 2704 is referred to in sections 1571, 2705, 2721 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 27 - Management Corporations › Section 2705 - Termination and renewal of status as a management corporation

§ 2705. Termination and renewal of status as a management corporation.
(a) General rule.--
A management corporation may terminate its status as such and cease to be subject to this chapter by amending its articles to delete therefrom the additional provisions required by section 2702 (relating to formation of management corporations) to be included in the articles of a management corporation. If an effective date is not stated in the articles of amendment, this chapter shall cease to be applicable to the corporation on the date the articles of amendment are filed in the Department of State.
(b) Automatic termination.--
The status of a nonregistered corporation as a management corporation shall terminate at the time specified in this subsection upon the occurrence of any of the following:
(1) Three months after the end of any fiscal year:
(i) at the end of which the corporation had less than $50,000,000 of assets; and
(ii) during which it had revenue or receipts of less than $50,000,000.
(2) Three years after its date of incorporation or the effective date of its most recent articles of amendment filed under section 2704 (relating to election of an existing business corporation to become a management corporation).
(c) Renewal.--
An election to be subject to this chapter terminated under subsection (b) may be renewed by complying with the provisions of section 2704 (except subsection (c)) in the same manner as an initial election, if the corporation then satisfies the requirements of subsection (b)(1).
(d) Dissenters rights upon renewal of election.--
If any shareholder of a nonregistered corporation that renews an election under this chapter to continue as a management corporation objects to that action and complies with the provision of Subchapter D of Chapter 15 (relating to dissenters rights), the dissenting shareholder shall be entitled to the rights and remedies of dissenting shareholders therein provided.
Cross References.
Section 2705 is referred to in section 1571 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 27 - Management Corporations › Section 2711 - Selection and removal of directors

§ 2711. Selection and removal of directors.
(a) General rule.--
The bylaws of a management corporation may specify the manner in which and the persons by whom the directors of the corporation shall be selected and may be removed. Unless otherwise provided in the bylaws, the directors of a management corporation shall be selected and may be removed by the board of directors. An incidental reference to the election of directors by common or other junior shares contained in the express terms of any class or series of any preference shares defining the contingent or other voting rights of preference shares shall not constitute, for the purposes of this section, a provision of the articles providing for the election of directors by the common or other junior shares.
(b) Term.--
The duration of the term of office of a director of a management corporation shall not be limited by statute.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 27 - Management Corporations › Section 2721 - Bylaw and fundamental change procedures

§ 2721. Bylaw and fundamental change procedures.
So long as a business corporation is a management corporation subject to this chapter:
(1) The board of directors shall have the full authority vested by this subpart in the shareholders to amend the articles under section 2704(b) (relating to procedure) to renew the election of the corporation to be subject to this chapter and to adopt or change the bylaws, and a bylaw adopted by the board of directors pursuant to this section may continue in effect as long as the corporation remains subject to this chapter.
(2) None of the following shall be adopted or changed by the shareholders without the approval of the board of directors:
(i) a plan under Chapter 3 (relating to entity transactions);
(ii) an amendment of the articles;
(iii) an amendment, adoption or repeal of a bylaw;
(iv) a plan of asset transfer; or
(v) a resolution recommending dissolution.
(3) In the case of a corporation that in the ordinary course of business redeems all outstanding shares at the option of the shareholder at the net asset value or at another agreed method or amount of value thereof, a plan under Chapter 3, an amendment of the articles or a plan of asset transfer under section 1932 (relating to voluntary transfer of corporate assets) shall not require the approval of the shareholders of the corporation for adoption by the corporation.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 27 - Management Corporations › Section 2722 - Changes in authorized shares

§ 2722. Changes in authorized shares.
(a) General rule.--
An amendment of the articles of a management corporation shall not require the approval of the shareholders of the corporation to the extent it increases or decreases (to a number not less than that then outstanding) the number of authorized shares of the corporation or of any class or series of the corporation.
(b) Procedure.--
The articles of amendment shall set forth, in addition to the requirements of section 1915 (relating to articles of amendment):
(1) The aggregate number of shares that the corporation shall have authority to issue, or the designations of the classes of shares of the corporation and the maximum number of shares of each class that may be issued.
(2) A statement of the voting rights, designations, preferences, limitations and special rights, if any, in respect of the shares of any class or any series of any class, to the extent that they have been determined, and the maximum number of shares of any series of any class that may be issued.
(3) A statement of any authority vested in the board of directors to divide the authorized and unissued shares into classes or series, or both, and to determine for any such class or series its voting rights, designations, preferences, limitations and special rights.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 29 - Professional Corporations › Extra - Chapter Notes

Enactment.
Chapter 29 was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.
Cross References.
Chapter 29 is referred to in sections 1103, 9303 of this title; section 2524 of Title
            42 (Judiciary and Judicial Procedure).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 29 - Professional Corporations › Section 2901 - Application and effect of chapter

§ 2901. Application and effect of chapter.
(a) General rule.--
This chapter shall be applicable to a business corporation, other than a management corporation, that:
(1) on the effective date of this chapter was subject to the act of July 9, 1970 (P.L.461, No.160), known as the Professional Corporation Law; or
(2) elects to become a professional corporation in the manner provided by this chapter.
(b) Application to business corporations 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 professional corporation, and 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 professional corporation. This chapter shall not alter or affect any right or privilege existing under any statute or general rule heretofore or hereafter enacted by the General Assembly or (with respect to attorneys at law) prescribed by the Supreme Court of Pennsylvania:
(1) not prohibiting; or
(2) in terms permitting;
performance of professional services in corporate form by a corporation that is not a professional corporation.
(c) Laws applicable to professional corporations.--
Except as otherwise provided in this chapter, Part I (relating to preliminary provisions) and this subpart shall be generally applicable to all professional corporations. The specific provisions of this chapter shall control over the general provisions of Part I and this subpart. Except as otherwise provided in this article, a professional corporation may be simultaneously subject to this chapter and one or more other chapters of this article.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment.
Act 172 amended subsec. (c).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 29 - Professional Corporations › Section 2902 - Definitions and index of definitions

§ 2902. Definitions and index of definitions.
(a) 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:
"Disqualified person."
The term "disqualified person" as used in this chapter means a licensed person who for any reason is or becomes legally disqualified (temporarily or permanently) to render the same professional services that the particular professional corporation of which he is an officer, director, shareholder or employee is or was rendering.
"Licensed person."
(Deleted by amendment).
"Profession."
(Deleted by amendment).
"Professional services."
(Deleted by amendment).
(b) Index of other definitions.--
Other definitions applying to this chapter and the sections in which they appear are:
"Licensed person."
Section 102 (relating to definitions).
"Profession."
Section 102.
"Professional services."
Section 102.
(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; Dec. 7, 1994, P.L.703, No.106, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 29 - Professional Corporations › Section 2903 - Formation of professional corporations

§ 2903. Formation of professional corporations.
(a) General rule.--
A professional corporation shall be formed in accordance with Article B (relating to domestic business corporations generally) except that its articles shall contain a heading stating the name of the corporation and that it is a professional corporation.
(b) Legislative intent.--
It is the intent of the General Assembly to authorize by this chapter licensed persons to render professional services by means of a professional corporation in all cases.
(c) Single-purpose corporations.--
Except as provided in subsection (d), a professional corporation may be incorporated only for the purpose of rendering one specific kind of professional service.
(d) Multiple-purpose corporations.--
(1) A professional corporation may be incorporated to render two or more specific kinds of professional services to the extent that:
(i) the several shareholders of the professional corporation, if organized as a partnership, could conduct a combined practice of such specific kinds of professional services; or
(ii) the court, department, board, commission or other government unit regulating each profession involved in the professional corporation has by rule or regulation applicable to professional corporations expressly authorized the combined practice of the profession with each other profession involved in the corporation.
Except as otherwise provided by statute, the government unit may promulgate regulations authorizing combined practice to the extent consistent with the public interest or required by the public health or welfare.
(2) The provisions of paragraph (1) shall not create any vested rights. If by reason of a change in law, rule or regulation the right to practice professions in any particular combination is terminated, all existing professional corporations rendering a combination of professional services shall promptly reduce the specific kinds of professional services rendered by the corporations or shall otherwise reconstitute themselves so as to comply with the currently applicable restrictions applicable to all professions involved.
Cross References.
Section 2903 is referred to in sections 2904, 2906 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 29 - Professional Corporations › Section 2904 - Election of an existing business corporation to become a professional corporation

§ 2904. Election of an existing business corporation to become a professional corporation.
(a) General rule.--
A business corporation may become a professional corporation under this chapter by filing articles of amendment which shall contain, in addition to the requirements of section 1915 (relating to articles of amendment):
(1) A heading stating the name of the corporation and that it is a professional corporation.
(2) A statement that it elects to become a professional corporation.
(3) Such other changes, if any, that may be desired in the articles, including any changes necessary to conform to section 2903(c) and (d) (relating to formation of professional corporations).
(b) Procedure.--
The amendment shall be adopted in accordance with the requirements of Subchapter B of Chapter 19 (relating to amendment of articles). If any shareholder of a business corporation that proposes to amend its articles to become a professional corporation objects to that amendment and complies with the provisions of Subchapter D of Chapter 15 (relating to dissenters rights), the shareholder shall be entitled to the rights and remedies of dissenting shareholders therein provided, if any.
(June 22, 2001, P.L.418, No.34, eff. 60 days)
2001 Amendment.
Act 34 amended subsec. (b).
Cross References.
Section 2904 is referred to in section 1571 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 29 - Professional Corporations › Section 2905 - Election of professional associations to become professional corporations

§ 2905. Election of professional associations to become professional corporations.
(a) General rule.--
This chapter applies to every professional association subject to Chapter 93 (relating to professional associations) that elects to accept the provisions of this chapter in the manner set forth in subsection (b).
(b) Procedure for election.--
A professional association may elect to accept this chapter by filing in the Department of State a statement of election of professional corporation status which shall be executed by all of the associates of the professional association and shall set forth:
(1) The name of the professional association and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its proposed registered office.
(2) The name of the county in the office of the prothonotary of which the initial articles of association of the association were filed.
(3) A statement that the associates of the professional association have elected to accept the provisions of this chapter for the government and regulation of the affairs of the association.
See section 134 (relating to docketing statement).
(c) Date of incorporation.--
This chapter shall become applicable to the professional association, and it shall be deemed incorporated, on the date the statement of election is filed in the department.
Cross References.
Section 2905 is referred to in section 9302 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 29 - Professional Corporations › Section 2906 - Termination of professional corporation status

§ 2906. Termination of professional corporation status.
A professional corporation may terminate its status as such and cease to be subject to this chapter by amending its articles to delete therefrom the additional provisions required by section 2903(a) (relating to formation of professional corporations). The amendment shall be adopted in accordance with Subchapter B of Chapter 19 (relating to amendment of articles).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 29 - Professional Corporations › Section 2907 - Proceedings to terminate breach of qualifying conditions

§ 2907. Proceedings to terminate breach of qualifying conditions.
(a) General rule.--
If the corporation does not otherwise have the right to acquire all the shares of a shareholder who becomes a disqualified person or of a deceased shareholder, the corporation shall nevertheless have an option to acquire the shares, subject to the provisions of subsection (c), at a price that is agreed upon by the parties or, if no agreement is reached, at their fair value as determined under Subchapter D of Chapter 15 (relating to dissenters rights).
(b) Dissolution of corporation.--
If the corporation or a licensed person fails to acquire, or if the corporation fails to commence proceedings under subsection (a) to acquire, all of the shares of a shareholder who becomes a disqualified person or of a deceased shareholder within 90 days following the date of disqualification or within 13 months following the date of death of the shareholder, as the case may be, then that failure shall constitute a ground for the forfeiture of the charter of the corporation and its dissolution. When the failure of a professional corporation to comply with this section is brought to the attention of the court, department, board, commission or other government unit regulating the profession in which the corporation is engaged, the government unit shall certify that fact to the Attorney General for institution of proceedings under section 503 (relating to actions to revoke corporate franchises) to dissolve the corporation.
(c) Nominal consideration transactions.--
If section 1551 (relating to distributions to shareholders) would otherwise prohibit an acquisition of shares under this section, a professional corporation shall have the right to purchase its own shares for a nominal consideration.
Cross References.
Section 2907 is referred to in section 1571 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 29 - Professional Corporations › Section 2921 - Corporate name

§ 2921. Corporate name.
(a) General rule.--
A professional corporation may adopt any name that is not prohibited by law or the ethics of the profession in which the corporation is engaged or by a rule or regulation of the court, department, board, commission or other government unit regulating the profession.
(b) Additional names permitted.--
The provisions of section 202 (relating to requirements for names generally) shall not prohibit the use of a name of a professional corporation if the name contains and is restricted to the name or the last name of one or more of the present, prospective or former shareholders or of individuals who were associated with a predecessor or whose individual name or names appeared in the name of the predecessor. The name may also contain:
(1) the word "and" or any symbol or substitute therefor;
(2) the word "associates";
(3) the term "P.C."; or
(4) any or all of the words or terms in paragraphs (1), (2) and (3).
(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment.
Act 172 amended subsec. (b).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 29 - Professional Corporations › Section 2922 - Stated purposes

§ 2922. Stated purposes.
(a) General rule.--
A professional corporation shall not engage in any business other than the rendering of the professional service or services for which it was specifically incorporated except that a professional corporation may own real and personal property necessary for, or appropriate or desirable in, the fulfillment or rendering of its specific professional service or services and it may invest its funds in real estate, mortgages, stocks, bonds or any other type of investment.
(b) Additional powers.--
A professional corporation may be an equity owner of a partnership, limited liability company, corporation or other association engaged in the business of rendering the professional service or services for which the professional corporation was incorporated.
(June 22, 2001, P.L.418, No.34, eff. 60 days)
2001 Amendment.
Act 34 amended subsec. (b).
Cross References.
Section 2922 is referred to in section 3311 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 29 - Professional Corporations › Section 2923 - Issuance and retention of shares

§ 2923. Issuance and retention of shares.
(a) General rule.--
Except as otherwise provided by a statute, rule or regulation applicable to a particular profession, all of the ultimate beneficial owners of shares in a professional corporation shall be licensed persons and any issuance or transfer of shares in violation of this restriction shall be void. A shareholder of a professional corporation shall not enter into a voting trust, proxy or any other arrangement vesting another person (other than a person who is qualified to be a direct or indirect shareholder of the same corporation) with the authority to exercise the voting power of any or all of his shares, and any such purported voting trust, proxy or other arrangement shall be void.
(b) Ownership by estate.--
Unless a lesser period of time is provided in a bylaw adopted by the shareholders or in a written agreement among the shareholders of the corporation, the estate of a deceased shareholder may continue to hold shares of the professional corporation for a reasonable period of administration of the estate, but the personal representative of the estate shall not by reason of the retention of shares be authorized to participate in any decisions concerning the rendering of professional service.
(c) Interstate application.--
Where a person who is a licensed person under the laws of another jurisdiction engages in activities in this Commonwealth that would be unlawful unless that person were also a licensed person under the laws of this Commonwealth, shares of a professional corporation shall not be issued to or retained by or on behalf of him unless he is also a licensed person under the laws of this Commonwealth. Except as provided in the preceding sentence, this chapter shall not be construed to require that any proportion or number of the holders or beneficial owners of a professional corporation who are licensed persons shall be licensed persons under the laws of this Commonwealth.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; Dec. 7, 1994, P.L.703, No. 106, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days)
2001 Amendment.
Act 34 amended subsecs. (a) and (b).
1992 Amendment.
Act 169 amended subsec. (c).
Cross References.
Section 2923 is referred to in section 1504 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 29 - Professional Corporations › Section 2924 - Rendering professional services

§ 2924. Rendering professional services.
(a) General rule.--
A professional corporation may lawfully render professional services only through officers, employees or agents who are licensed persons. The corporation may employ persons not so licensed but those persons shall not render any professional services rendered or to be rendered by it.
(b) Supporting staff.--
This section shall not be interpreted to preclude the use of clerks, secretaries, nurses, administrators, bookkeepers, technicians and other assistants or paraprofessionals who are not usually and ordinarily considered by law, custom and practice to be rendering the professional service or services for which the professional corporation was incorporated nor to preclude the use of any other person who performs all his employment under the direct supervision and control of a licensed person. A person shall not, under the guise of employment, render professional services unless duly licensed or admitted to practice as required by law.
(c) Charges.--
Notwithstanding any other provision of law, a professional corporation may charge for the professional services of its officers, employees and agents, may collect those charges and may compensate those who render the professional services.
(Dec. 7, 1994, P.L.703, No.106, eff. 60 days)
1994 Amendment.
Act 106 amended subsec. (b).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 31 - Insurance Corporations › Section 3101 - Application and effect of chapter

§ 3101. Application and effect of chapter.
(a) General rule.--
This chapter shall be applicable to a business corporation that is a domestic insurance corporation.
(b) Application to business corporations 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 an insurance 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 an insurance corporation.
(c) Laws applicable to insurance corporations.--
Except as otherwise provided in this chapter, Part I (relating to preliminary provisions) and this subpart shall be generally applicable to all insurance corporations. The specific provisions of this chapter shall control over the general provisions of Part I and this subpart. Except as otherwise provided in this article, an insurance corporation may be simultaneously subject to this chapter and one or more other chapters of this article.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment.
Act 172 amended subsec. (c).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 31 - Insurance Corporations › Section 3102 - Definitions

§ 3102. 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:
"Insurance corporation"
or
"domestic insurance corporation."
A domestic business corporation that is engaged in the business of writing insurance or reinsurance as principal and as such is subject to regulation by the Insurance Department.
"Mutual insurance company."
An insurance corporation that is organized on the mutual principle.
Cross References.
Section 3102 is referred to in sections 102, 1103, 1929.1 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 31 - Insurance Corporations › Section 3121 - Bylaws

§ 3121. Bylaws.
Except as provided in section 1504(b) (relating to adoption, amendment and contents of bylaws), the board of directors of an insurance corporation shall have the authority to adopt, amend and repeal bylaws, subject to the power of the members to change such action. The articles may restrict the authority of the board to adopt, amend or repeal bylaws generally or on any subject or class of subjects.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 31 - Insurance Corporations › Section 3122 - Distributions by insurance corporations

§ 3122. Distributions by insurance corporations.
The amount of capital received by an insurance corporation upon its stock shall be a liability of the corporation for the purpose of determining the power of the corporation to make any distribution of money or other assets to its shareholders or members.
Cross References.
Section 3122 is referred to in section 1551 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 31 - Insurance Corporations › Section 3131 - Directors

§ 3131. Directors.
(a) Qualifications.--
Two-thirds of the directors of an insurance corporation shall be citizens of the United States.
(b) Number.--
The board of directors of an insurance corporation shall consist of not less than seven members.
Cross References.
Section 3131 is referred to in sections 1722, 1723 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 31 - Insurance Corporations › Section 3132 - Officers

§ 3132. Officers.
The treasurer of an insurance corporation shall be a natural person of full age and may also be either the president or the secretary of the corporation. The president shall be a director of the corporation.
(Dec. 7, 1994, P.L.703, No.106, eff. 60 days)
Cross References.
Section 3132 is referred to in section 1732 of this title.