2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 102 - Definitions

§ 102. Definitions.
(a) Defined terms.--
Subject to additional or inconsistent definitions contained in subsequent provisions of this title that are applicable to specific provisions of this title, the following words and phrases when used in this title shall have, unless the context clearly indicates otherwise, the meanings given to them in this section:
"Act"
or
"action."
Includes failure to act.
"Affiliate."
A person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with a specified person.
"Associate."
When used to indicate a relationship with any person:
(1) a corporation or other association of which the person is a governor or officer, or is, directly or indirectly, the beneficial owner of interests entitling the person to cast at least 10% of the votes that all interest holders would be entitled to cast in an election of governors of the corporation or other association;
(2) a trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; and
(3) a relative or spouse of the person, or a relative of the spouse, who has the same home as the person.
"Association."
A corporation, for profit or not-for-profit, a partnership, a limited liability company, a business or statutory trust, an entity or two or more persons associated in a common enterprise or undertaking. The term does not include:
(1) a testamentary trust or an inter vivos trust as defined in 20 Pa.C.S. § 711(3) (relating to mandatory exercise of jurisdiction through orphans' court division in general);
(2) an association or relationship that:
(i) is not a person that has:
(A) a legal existence separate from any interest holder of the person; or
(B) the power to acquire an interest in real property in its own name; and
(ii) is not a partnership under the rules stated in section 8422(c) (relating to formation of partnership) or a similar provision of the laws of another jurisdiction;
(3) a decedent's estate; or
(4) a government or a governmental subdivision, agency or instrumentality.
"Banking institution."
An institution as defined in section 102(r) of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.
"Bureau."
The Bureau of Corporations and Charitable Organizations of the Department of State.
"Business corporation."
A domestic or foreign business corporation as defined in section 1103 (relating to definitions), whether or not it is a cooperative corporation.
"Business trust."
A trust subject to Chapter 95 (relating to business trusts).
"Charitable purposes."
The relief of poverty, the advancement and provision of education, including postsecondary education, the advancement of religion, the prevention and treatment of disease or injury, including mental retardation and mental disorders, governmental or municipal purposes and any other purpose the accomplishment of which is recognized as important and beneficial to the public.
"Conversion."
A transaction authorized by Subchapter E of Chapter 3 (relating to conversion).
"Cooperative corporation."
A domestic corporation that is subject to Subpart D of Part II (relating to cooperative corporations), or a foreign corporation that is subject to a similar law of a foreign jurisdiction.
"Corporation for profit."
A domestic or foreign corporation incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise, to its shareholders or members, whether or not it is a cooperative corporation.
"Corporation not-for-profit."
A domestic or foreign corporation not incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise, whether or not it is a cooperative corporation.
"Court."
Either:
(1) the court or courts specified in a bylaw of a domestic business corporation or domestic nonprofit corporation under section 1513 (relating to forum selection provisions) or 5513 (relating to forum selection provisions) with respect to an internal corporate claim as defined in that section; or
(2) subject to any inconsistent general rule prescribed by the Supreme Court of Pennsylvania:
(i) the court of common pleas of the judicial district embracing the county where the registered office of the corporation or other association is or is to be located; or
(ii) where an association results from a merger, division or other transaction without establishing a registered office in this Commonwealth or withdraws as a foreign corporation or association, the court of common pleas in which venue would have been laid immediately prior to the transaction or withdrawal.
"Credit union."
A credit union as defined in 17 Pa.C.S. § 102 (relating to application of title).
"Debtor in bankruptcy."
A person that is the subject of:
(1) an order for relief under 11 U.S.C. (relating to bankruptcy) or a comparable order under a successor statute of general application; or
(2) a comparable order under Federal, State or foreign law governing insolvency.
"Department."
The Department of State of the Commonwealth.
"Dissenters rights."
The rights and remedies provided by Subchapter D of Chapter 15 (relating to dissenters rights).
"Distributional interest."
The right under the organic law of an entity that is not a corporation for profit or not-for-profit, or under the organic rules of such an entity, to receive distributions from the entity.
"Division."
A transaction authorized by Subchapter F of Chapter 3 (relating to division).
"Domestic association."
An association, the internal affairs of which are governed by the laws of this Commonwealth.
"Domestic banking institution."
A domestic association which is an institution as defined in section 102(r) of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.
"Domestic corporation."
A corporation for profit or not-for-profit incorporated under the laws of this Commonwealth.
"Domestic corporation for profit."
A corporation for profit incorporated under the laws of this Commonwealth.
"Domestic corporation not-for-profit."
A corporation not-for-profit incorporated under the laws of this Commonwealth.
"Domestic entity."
An entity, the internal affairs of which are governed by the laws of this Commonwealth.
"Domestic filing association."
A domestic association, the formation of which requires the filing of a public organic record. The term does not include a general partnership that is also:
(1) a limited liability partnership; or
(2) an electing partnership.
"Domestic filing entity."
A domestic entity, the formation of which requires the filing of a public organic record. The term does not include a general partnership that is also:
(1) a limited liability partnership; or
(2) an electing partnership.
"Domestic insurance corporation."
An insurance corporation as defined in section 3102 (relating to definitions).
"Domestic savings association."
(Deleted by amendment).
"Domestication."
A transaction authorized by Subchapter G of Chapter 3 (relating to domestication).
"Electing partnership."
An electing partnership as defined in section 8701(c) (relating to scope and definition).
"Electronic."
Relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic or similar capabilities.
"Entity."
A domestic or foreign:
(1) business corporation;
(2) nonprofit corporation;
(3) general partnership;
(4) limited partnership;
(5) limited liability company;
(6) unincorporated nonprofit association;
(7) professional association; or
(8) business trust, common-law business trust or statutory trust.
"Execute."
When used with respect to authenticating or adopting a filing, document or other record, means "sign."
"Filing association."
A domestic or foreign association, the formation of which requires the filing of a public organic record. The term does not include a general partnership that is also:
(1) a limited liability partnership; or
(2) an electing partnership.
"Filing entity."
A domestic or foreign entity, the formation of which requires the filing of a public organic record. The term does not include a general partnership that is also:
(1) a limited liability partnership; or
(2) an electing partnership.
"Foreign association."
An association that is not a domestic association.
"Foreign corporation for profit."
A corporation for profit incorporated under any laws other than those of this Commonwealth.
"Foreign corporation not-for-profit."
A corporation not-for-profit incorporated under any laws other than those of this Commonwealth.
"Foreign entity."
An entity that is not a domestic entity.
"Foreign filing association."
A foreign association, the formation of which requires the filing of a public organic record.
"Fraternal benefit society."
A fraternal benefit society as defined in section 2403 of the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921.
"General partnership."
Either of the following:
(1) A partnership as defined in section 8412 (relating to definitions).
(2) An association whose internal affairs are governed by the laws of a jurisdiction other than this Commonwealth which would be a partnership if its internal affairs were governed by the laws of this Commonwealth.
"Governance interest."
A right under the organic law or organic rules of an association that is not a corporation for profit or not-for-profit, other than as a governor, agent, assignee or proxy, to:
(1) receive or demand access to information concerning, or the books and records of, the association;
(2) vote for the election of the governors of the association; or
(3) receive notice of or vote on an issue involving the internal affairs of the association.
"Governor."
A person by or under whose authority the powers of an association are exercised and under whose direction the activities and affairs of the association are managed pursuant to the organic law and organic rules of the association. The term includes:
(1) A director of a corporation for profit or a shareholder of a statutory close corporation that is deemed to be a director under section 2332(a) (relating to management by shareholders).
(2) A director or member of an other body of a corporation not-for-profit.
(3) A partner of a general partnership.
(4) A general partner of a limited partnership.
(5) A general partner of an electing partnership.
(6) A manager of a manager-managed limited liability company or a member that has the right to participate materially in the management of a member-managed limited liability company.
(7) A manager of an unincorporated nonprofit association.
(8) A member of the board of governors of a professional association.
(9) A trustee of a business trust, common-law business trust or statutory trust.
"Health maintenance organization."
An entity that is subject to the act of December 29, 1972 (P.L.1701, No.364), known as the Health Maintenance Organization Act.
"Hospital plan corporation."
A hospital plan corporation as defined in 40 Pa.C.S. § 6101 (relating to definitions).
"Insurance corporation."
An insurance corporation as defined in section 3102 (relating to definitions).
"Interest."
A share in a corporation for profit, a membership or share in a corporation not-for-profit, a governance interest or a distributional interest. The term includes the following:
(1) A governance interest or transferable interest in a general partnership.
(2) A governance interest or transferable interest in a limited partnership.
(3) A governance interest or transferable interest in a limited liability company.
(4) A membership in an unincorporated nonprofit association.
(5) An ownership interest in a professional association.
(6) A beneficial interest in a business trust, common-law business trust or statutory trust.
"Interest exchange."
A transaction authorized by Subchapter D of Chapter 3 (relating to interest exchange).
"Interest holder."
A direct or record holder of an interest. The term includes the following:
(1) A shareholder of a corporation for profit.
(2) A member or shareholder of a corporation not-for-profit.
(3) A partner or transferee in a general partnership.
(4) A general or limited partner or transferee in a limited partnership.
(5) A member or transferee in a limited liability company.
(6) A member of an unincorporated nonprofit association.
(7) An associate in a professional association.
(8) A beneficiary or beneficial owner of record of a business trust, common-law business trust or statutory trust.
"Internal Revenue Code of 1986."
The Internal Revenue Code of 1986 (Public Law 99-514, 26 U.S.C. § 1 et seq.).
"Jurisdiction."
When used to refer to a political entity, the United States, a state, a foreign country or a political subdivision of a foreign country.
"Jurisdiction of formation."
The jurisdiction whose law includes the organic law of an association.
"Licensed person."
A natural person who is duly licensed or admitted to practice his profession by a court, department, board, commission or other agency of the Commonwealth or another jurisdiction to render a professional service that is or will be rendered by the association of which he is, or intends to become, a shareholder, partner, owner, director, officer, manager, member, employee or agent.
"Limited liability company."
Either of the following:
(1) A limited liability company as defined in section 8812 (relating to definitions).
(2) An association whose internal affairs are governed by the laws of a jurisdiction other than this Commonwealth which would be a limited liability company if its internal affairs were governed by the laws of this Commonwealth.
"Limited liability limited partnership."
A domestic or foreign limited partnership for which there is in effect:
(1) a statement of registration under Chapter 82 (relating to registered limited liability partnerships);
(2) a provision of its certificate of limited partnership electing to be subject to Chapter 82; or
(3) a similar filing or provision under the organic law of a foreign partnership.
"Limited liability partnership."
A domestic or foreign general partnership for which there is in effect:
(1) a statement of registration under Chapter 82; or
(2) a similar filing under the organic law of a foreign general partnership.
"Limited partnership."
Either of the following:
(1) A limited partnership as defined in section 8612 (relating to definitions).
(2) An association whose internal affairs are governed by the laws of a jurisdiction other than this Commonwealth which would be a limited partnership if its internal affairs were governed by the laws of this Commonwealth.
"Merger."
A transaction in which two or more merging associations are combined into a surviving association pursuant to a document filed by the department or similar office in another jurisdiction.
"Nonfiling association."
An association that is not a filing association.
"Nonprofit corporation."
A domestic or foreign nonprofit corporation as defined in section 5103 (relating to definitions), whether or not it is a cooperative corporation.
"Nonregistered foreign association."
A foreign association that is not registered to do business in this Commonwealth pursuant to a filing with the department.
"Obligation."
Includes a note or other form of indebtedness, whether secured or unsecured.
"Officially publish."
Publish in two newspapers of general circulation in the English language in the county in which the registered office of the association is located or, in the case of a proposed association, will be located, one of which must be the legal newspaper, if any, designated by the rules of court for the publication of legal notices. If there is only one newspaper of general circulation in the county, advertisement in that newspaper is sufficient. If no other frequency is specified, the notice must be published one time. See section 109(a)(2) (relating to name of commercial registered office provider in lieu of registered address).
"Organic law."
The laws of the jurisdiction of formation of an association governing its internal affairs.
"Organic rules."
The public organic record and private organic rules of an association.
"Principal office."
The principal executive office of an association, whether or not the office is located in this Commonwealth.
"Private organic rules."
The rules that govern the internal affairs of an association, are binding on all its interest holders and are not part of its public organic record, if any. The term includes the following:
(1) The bylaws of a corporation for profit.
(2) The bylaws of a corporation not-for-profit.
(3) The partnership agreement of a general partnership.
(4) The partnership agreement of a limited partnership.
(5) The operating agreement of a limited liability company.
(6) The governing principles of an unincorporated nonprofit association.
(7) The bylaws of a professional association.
(8) The bylaws or similar rules, by whatever name they may be referred to, of a business trust, common-law business trust or statutory trust.
"Profession."
Includes the performance of any type of personal service to the public that requires as a condition precedent to the performance of the service the obtaining of a license or admission to practice or other legal authorization from the Supreme Court of Pennsylvania or a licensing board or commission under the Bureau of Professional and Occupational Affairs in the Department of State. Except as otherwise expressly provided by law, this definition shall be applicable to this title only and shall not affect the interpretation of any other statute or any local zoning ordinance or other official document heretofore or hereafter enacted or promulgated.
"Professional association."
An association as defined in section 9302 (relating to application of chapter).
"Professional health service corporation."
A professional health service corporation as defined in 40 Pa.C.S. § 6302 (relating to definitions).
"Professional services."
Any type of services that may be rendered by a member of a profession within the purview of his profession.
"Property."
All property, whether real, personal or mixed, or tangible or intangible, or any right or interest therein, including rights under contracts and other binding agreements.
"Public organic record."
The document the public filing of which by the department or a similar agency in another jurisdiction is required to form an association. The term includes any amendment or restatement of the document and includes the following:
(1) The articles of incorporation of a corporation for profit.
(2) The articles of incorporation of a corporation not-for-profit.
(3) The certificate of limited partnership of a limited partnership.
(4) The certificate of organization of a limited liability company.
(5) The articles of association of a professional association.
(6) The declaration of trust or other instrument of a business trust or statutory trust which has been filed by the department or a similar agency in another jurisdiction.
"Receipt."
Actual coming into possession.
"Receive."
To actually come into possession.
"Recklessness."
Conduct that involves a conscious disregard of a substantial and unjustifiable risk. The risk must be of such a nature and degree that, considering the nature and intent of the actor's conduct and the circumstances known to the actor, its conscious disregard involves a gross deviation from the standard of conduct that a reasonable person would observe in the actor's situation.
"Record form."
Inscribed on a tangible medium or stored in an electronic or other medium and retrievable in perceivable form.
"Registered corporation."
A corporation defined in section 2502 (relating to registered corporation status).
"Registered foreign association."
A foreign association that is registered to do business in this Commonwealth pursuant to a filing in the department.
"Representative."
When used with respect to an association, joint venture, trust or other enterprise, a person occupying the position or discharging the functions of a director, officer, partner, manager, trustee, fiduciary, employee or agent, regardless of the name or title by which the person may be designated. The term does not imply that a director, as such, is an agent of a corporation.
"Restricted professional services."
The following professional services: chiropractic, dentistry, law, medicine and surgery, optometry, osteopathic medicine and surgery, podiatric medicine, public accounting, psychology or veterinary medicine.
"Savings association."
(Deleted by amendment).
"Sign."
With present intent to authenticate or adopt information in record form:
(1) to sign manually or adopt a tangible symbol; or
(2) to attach to, or logically associate with, information in record form, an electronic sound, symbol or process.
"Transfer."
Includes:
(1) an assignment;
(2) a conveyance;
(3) a sale;
(4) a lease;
(5) an encumbrance, including a mortgage or security interest;
(6) a gift; and
(7) a transfer by operation of law.
"Type."
When used with respect to an association, a generic form:
(1) recognized at common law; or
(2) organized under an organic law, whether or not some associations organized under that organic law are subject to provisions of that law which create different categories of the form of association.
"Unincorporated nonprofit association."
A nonprofit association as defined in section 9112 (relating to definitions).
"Verified."
Includes an unsworn document containing a statement by the signatory that is made subject to the penalties of 18 Pa.C.S. § 4904 (relating to unsworn falsification to authorities).
(b) Application of definitions.--
The words and phrases defined in subsection (a) shall have the same meanings when used in 54 Pa.C.S. (relating to names) except to the extent those meanings are inconsistent with the provisions of that title.
(c) Similar laws of other jurisdictions.--
The terms "conversion," "division," "domestication," "interest exchange" or "merger," when used in this title, shall include a transaction that has substantively the same effect, however denominated under the law of a foreign jurisdiction.
(Apr. 27, 1990, P.L.129, No.36, eff. imd.; 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; July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended the def. of "court" and added the defs. of "affiliate," "associate," "conversion," "division," "domestication," "interest exchange," "merger," "recklessness" and "restricted professional services" in subsec. (a) and added subsec. (c).
2016 Amendment.
Act 170 amended the defs. of "association," "general partnership," "limited liability company" and "limited partnership" and added the defs. of "charitable purposes" and "debtor in bankruptcy" in subsec. (a).
2014 Amendment.
Act 172 amended amended the defs. of "association," "cooperative corporation," "corporation for profit," "corporation not for profit" and par. (2) of the def. of "court," added the defs. of "business corporation," "dissenters rights," "distributional interest," "domestic association," "domestic entity," "domestic filing association," "domestic filing entity," "electronic," "entity," "filing association," "filing entity," "foreign association," "foreign entity," "foreign filing association," "fraternal benefit society," "general partnership," "governance interest," "governor," "health maintenance organization," "hospital plan corporation," "interest," "interest holder," "jurisdiction," "jurisdiction of formation," "limited liability limited partnership," "limited liability partnership," "limited partnership," "nonfiling association," "nonprofit corporation," "nonregistered foreign association," "organic law," "organic rules," "principal office," "private organic rules," "professional association," "professional health service corporation," "property," "public organic record," "receipt," "receive," "registered corporation," "registered foreign association," "transfer," "type" and "unincorporated nonprofit association" and deleted the defs. of "domestic savings association" and "savings association" and added subsecs. (a) hdg. and (b).
2013 Amendment.
Act 67 amended the defs. of "banking institution," "representative" and "savings association" and added the defs. of "bureau," "domestic banking institution," "domestic insurance corporation," "domestic savings association," "execute," "obligation," "officially publish," "record form" and "sign."
2001 Amendment.
Act 34 amended the def. of "limited liability company" and added the defs. of "profession" and "professional services."
1994 Amendment.
Act 106 amended the defs. of "association" and "limited liability company" and added the def. of "licensed person."
1992 Amendment.
Act 169 amended the def. of "association" and added the defs. of "business trust," "Internal Revenue Code of 1986" and "limited liability company."
1990 Amendments.
Act 36 added the def. of "act" or "action" and Act 198 amended the defs. of "association," "credit union" and "insurance corporation" and added the defs. of "corporation for profit," "corporation not-for-profit," "electing partnership" and "representative."
Cross References.
Section 102 is referred to in sections 312, 368, 1103, 2902, 5103, 8412, 8612, 8812 of this title; section 1991 of Title 1 (General Provisions); section 101 of Title 54 (Names).