reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 517 - Limitation on standing

§ 517. Limitation on standing.
The duty of the board of directors, committees of the board and individual directors under section 512 (relating to standard of care, justifiable reliance and business judgment rule) is solely to the domestic corporation and not to any shareholder, member or creditor or any other person or group, and may be enforced directly by the corporation or may be enforced by an action in the right of the corporation, and may not be enforced directly by a shareholder, member or creditor or by any other person or group. Notwithstanding the preceding sentence, sections 515(a) and (b) (relating to exercise of powers generally) and 516(a) (relating to alternative standard) do not impose upon the board of directors, committees of the board and individual directors any legal or equitable duties, obligations or liabilities or create any right or cause of action against, or basis for standing to sue, the board of directors, committees of the board and individual directors.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 518 - Nonexclusivity and supplementary coverage

§ 518. Nonexclusivity and supplementary coverage.
(a) General rule.--
The indemnification and advancement of expenses provided by or pursuant to section 522 (relating to indemnification of authorized representatives) or any other provisions of law providing for indemnification or advancement of expenses applicable to any domestic corporation shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders, members or directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office. Any domestic corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this section or otherwise.
(b) When indemnification is not to be made.--
Indemnification pursuant to subsection (a) shall not be made in any case where the act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
(c) Grounds.--
Indemnification pursuant to subsection (a) under any bylaw, agreement, vote of shareholders, members or directors or otherwise may be granted for any action taken and may be made whether or not the corporation would have the power to indemnify the person under any other provision of law except as provided in this section and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the corporation. Such indemnification is declared to be consistent with the public policy of this Commonwealth.
(d) Payment of expenses.--
Expenses incurred by an officer, director, employee or agent in defending any action or proceeding against which indemnification may be made pursuant to this section may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.
(e) Rights to indemnification.--
The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 521 - Pensions and allowances

§ 521. Pensions and allowances.
A banking institution may grant allowances or pensions to officers, directors and employees for faithful and long-continued services and, after the death of the officer, director or employee either while in the service of the corporation or after retirement, pensions or allowances may be granted or continued to their dependents. The allowances to dependents shall be reasonable in amount and paid only for a limited time and, unless part of an employee benefit plan or employment contract in effect at the time of retirement or death of the officer, director or employee, shall not exceed in total the amount of the compensation paid to the officer, director or employee during the 12 months preceding retirement or death.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 522 - Indemnification of authorized representatives

§ 522. Indemnification of authorized representatives.
A banking institution shall be governed by the provisions of Subchapter D of Chapter 17 (relating to indemnification).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
Cross References.
Section 522 is referred to in section 518 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 523 - Actions by shareholders or members to enforce a secondary right

§ 523. Actions by shareholders or members to enforce a secondary right.
(a) General rule.--
A banking institution shall be governed by the provisions of Subchapter F of Chapter 17 (relating to derivative actions).
(b) Security for costs.--
(Deleted by amendment).
(c) Definitions.--
When applying the provisions of Subchapter F of Chapter 17, the following words and phrases shall have the meanings given to them in this subsection:
"Director."
Includes any individual performing the function of director, regardless of title.
"Member."
Includes depositors in a mutual banking institution.
"Shares."
Includes outstanding contracts or accounts of members in a mutual banking institution.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 524 - Renunciation of business opportunities

§ 524. Renunciation of business opportunities.
The articles of incorporation, or an action of the board of directors, may renounce any interest or expectancy of a banking institution in, or in being offered an opportunity to participate in, a specified business opportunity or specified classes or categories of business opportunities that are presented to the corporation or to one or more of its directors, officers, shareholders or members.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 added section 524.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 11 - General Provisions › Section 1101 - Short titles

§ 1101. Short titles.
(a) Title of subpart.--
This subpart shall be known and may be cited as the Business Corporation Law of 1988.
(b) Prior law.--
The act of May 5, 1933 (P.L.364, No.106), shall be known and may be cited as the Business Corporation Law of 1933.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 11 - General Provisions › Section 1102 - Application of subpart

§ 1102. Application of subpart.
(a) General rule.--
Except as otherwise provided in this section, in the scope provisions of subsequent provisions of this subpart or where the context clearly indicates otherwise, this subpart shall apply to and the words "corporation" or "business corporation" in this subpart shall mean a domestic corporation for profit. See section 101(b) (relating to application of title).
(b) Coordination with other laws.--
Where any other provision of law contemplates notice to, the presence of or the vote, consent or other action by the shareholders, directors or officers of a business corporation, without specifying the applicable corporate standards and procedures, the standards and procedures specified by or pursuant to this subpart shall be applicable.
(c) Exclusions.--
This subpart shall not apply to any of the following corporations, whether proposed or existing, except as otherwise expressly provided in this subpart or as otherwise provided by statute applicable to the corporation:
(1) A banking institution.
(2) A credit union.
(3) (Deleted by amendment).
(d) Cooperative corporations.--
This subpart shall apply to a domestic corporation for profit organized on the cooperative principle only to the extent provided by Subpart D (relating to cooperative corporations).
(e) Business corporation ancillaries.--
The domestic corporation provisions of this subpart shall apply to any of the following corporations, whether proposed or existing, except as otherwise expressly provided by statute applicable to the corporation:
(1) A business development credit corporation.
(2) Any other domestic corporation for profit incorporated under or subject to a statute that provides that the corporate affairs of the corporation shall be governed by the laws applicable to domestic business corporations.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 deleted subsec. (c)(3).
1990 Amendment.
Act 198 amended subsec. (c).
Cross References.
Section 1102 is referred to in section 1103 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 11 - General Provisions › Section 1104 - Other general provisions (Repealed)

§ 1104. Other general provisions (Repealed).
2013 Repeal.
Section 1104 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 11 - General Provisions › Section 1105 - Restriction on equitable relief

§ 1105. Restriction on equitable relief.
A shareholder of a business corporation shall not have any right to obtain, in the absence of fraud or fundamental unfairness, an injunction against any proposed plan or amendment of articles authorized under any provision of this title, nor any right to claim the right to valuation and payment of the fair value of his shares because of the plan or amendment, except that he may dissent and claim such payment if and to the extent provided in Subchapter D of Chapter 15 (relating to dissenters rights) where this title expressly provides that dissenting shareholders shall have the rights and remedies provided in that subchapter. Absent fraud or fundamental unfairness, the rights and remedies so provided shall be exclusive. Structuring a plan or transaction for the purpose or with the effect of eliminating or avoiding the application of dissenters rights is not fraud or fundamental unfairness within the meaning of this section.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
Cross References.
Section 1105 is referred to in sections 1571, 1904 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 11 - General Provisions › Section 1106 - Uniform application of subpart

§ 1106. Uniform application of subpart.
(a) General rule.--
Except as provided in subsection (b), Part I (relating to preliminary provisions) and this subpart are intended to provide uniform rules for the government and regulation of the affairs of business corporations and of their officers, directors and shareholders regardless of the date or manner of incorporation or qualification, or of the issuance of any shares thereof.
(b) Exceptions.--
(1) Unless expressly provided otherwise in any amendment to this subpart, the amendment shall take effect only prospectively.
(2) An existing corporation lawfully using a name or, as part of its name, a word that could not be used as or included in the name of a corporation subsequently incorporated or qualified under this subpart may continue to use the name or word as part of its name if the use or inclusion of the word or name was lawful when first adopted by the corporation in this Commonwealth.
(3) Subsection (a) shall not adversely affect the rights specifically provided for or saved in this title. See:
The provisions of section 341(c) (relating to interest exchange authorized).
The provisions of section 351(c) (relating to conversion authorized).
The transitional approval requirements set forth in section 363(d) (relating to approval of division).
The provisions of section 1524(e) (relating to transitional provision).
The provisions of section 1554(c) (relating to transitional provision).
The cumulative voting rights set forth in section 1758(c)(2) (relating to cumulative voting).
The provisions of section 2301(d) (relating to transitional provisions).
The provisions of section 2541(a)(2) and (3) and (c) (relating to application and effect of subchapter).
The provisions of section 2543(b)(1) and (2) (relating to exceptions generally).
The provisions of section 2551(b)(3)(i), (5) and (6) (relating to exceptions).
The provisions of section 2553(b)(2) (relating to exception).
(4) Except as otherwise expressly provided in the articles, a domestic corporation for profit that, on September 30, 1989, was not subject to the Business Corporation Law of 1933 and that thereafter becomes subject to this subpart by operation of law shall be deemed to have in effect articles that provide that the following provisions of this subpart shall not be applicable to the corporation:
(i) Section 1726(a)(1) (relating to removal by the shareholders) insofar as it provides a statutory right on the part of shareholders to remove directors from office without assigning any cause.
(ii) Section 1755(b)(2) (relating to special meetings).
(iii) Section 1912(a)(2) (relating to proposal of amendments).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
Cross References.
Section 1106 is referred to in sections 1311, 1726, 1755, 1912 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 11 - General Provisions › Section 1107 - (Reserved)

§ 1107. (Reserved).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 renumbered section 1107 to section 1108 and added present section 1107 (Reserved).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 11 - General Provisions › Section 1108 - Limitation on incorporation

§ 1108. Limitation on incorporation.
A corporation that can be incorporated under this subpart shall not be incorporated except under the provisions of this subpart.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 renumbered section 1107 to section 1108 and renumbered former section 1108 to section 1109.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 11 - General Provisions › Section 1109 - Execution of documents

§ 1109. Execution of documents.
(a) General rule.--
Any document filed in the Department of State under this title by a domestic or foreign business corporation subject to this subpart may be executed on behalf of the corporation by any one duly authorized officer thereof. The corporate seal may be affixed and attested but the affixation or attestation of the corporate seal shall not be necessary for the due execution of any filing by a corporation under this title.
(b) Cross reference.--
See section 135 (relating to requirements to be met by filed documents).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 renumbered former section 1108 to present section 1109.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 11 - General Provisions › Section 1110 - Annual report information (Repealed)

§ 1110. Annual report information (Repealed).
2022 Repeal.
Section 1110 was repealed November 3, 2022, P.L.1791, No.122, effective in 60 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 13 - Incorporation › Extra - Chapter Notes

Enactment.
Chapter 13 was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.
Cross References.
Chapter 13 is referred to in section 1306 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 13 - Incorporation › Section 1301 - Purposes

§ 1301. Purposes.
Corporations may be incorporated under this subpart for any lawful purpose or purposes. Unless otherwise restricted in its articles, every business corporation has as its corporate purpose the engaging in all lawful business for which corporations may be incorporated under this subpart.
Cross References.
Section 1301 is referred to in section 3311 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 13 - Incorporation › Section 1303 - Corporate name (Repealed)

§ 1303. Corporate name (Repealed).
2014 Repeal.
Section 1303 was repealed October 22, 2014, P.L.2640, No.172, July 21, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 13 - Incorporation › Section 1304 - Required name changes by senior corporations (Repealed)

§ 1304. Required name changes by senior corporations (Repealed).
2014
Repeal.
Section 1304 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 13 - Incorporation › Section 1305 - Reservation of corporate name (Repealed)

§ 1305. Reservation of corporate name (Repealed).
2014
Repeal.
Section 1305 was repealed October 22, 2014, P.L.2640, No.172, effective July 21, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 13 - Incorporation › Section 1307 - Advertisement

§ 1307. Advertisement.
The incorporators or the corporation shall officially publish a notice of intention to file or of the filing of articles of incorporation. The notice may appear prior to or after the day the articles of incorporation are filed in the Department of State and shall set forth briefly:
(1) The name of the proposed corporation.
(2) A statement that the corporation is to be or has been incorporated under the provisions of the Business Corporation Law of 1988.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 13 - Incorporation › Section 1308 - Filing of articles

§ 1308. Filing of articles.
(a) General rule.--
The articles of incorporation shall be filed in the Department of State.
(b) Cross reference.--
See section 134 (relating to docketing statement).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 13 - Incorporation › Section 1309 - Effect of filing of articles of incorporation

§ 1309. Effect of filing of articles of incorporation.
(a) Corporate existence.--
Upon the filing of the articles of incorporation in the Department of State or upon the effective date specified in the articles of incorporation, whichever is later, the corporate existence shall begin.
(b) Evidence of incorporation.--
Subject to the provisions of section 503 (relating to actions to revoke corporate franchises), the articles of incorporation filed in the department, or recorded in the office of the recorder of deeds under the former provisions of law, shall be conclusive evidence of the fact that the corporation has been incorporated.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 13 - Incorporation › Section 1310 - Organization meeting

§ 1310. Organization meeting.
(a) General rule.--
After the corporate existence begins, an organization meeting of the initial directors or, if directors are not named in the articles, of the incorporator or incorporators shall be held, within or without this Commonwealth, for the purpose of adopting bylaws which they shall have authority to do at the meeting, of electing directors, if directors are not named in the articles, and the transaction of such other business as may come before the meeting. A bylaw adopted at the organization meeting of directors or incorporators shall be deemed to be a bylaw adopted by the shareholders for the purposes of this subpart and of any other provision of law.
(b) Call of and action at meeting.--
The meeting may be held at the call of any director or, if directors are not named in the articles, of any incorporator, who shall give at least five days' written notice thereof to each other director or incorporator, which notice shall set forth the time and place of the meeting. For the purposes of this section, any incorporator may act in person, by written consent or by proxy signed by him or his attorney-in-fact.
(c) Death or incapacity of directors or incorporators.--
If a designated director or an incorporator dies or is for any reason unable to act at the meeting, the other or others may act. If there is no other designated director or incorporator able to act, any person for whom an incorporator was acting as agent may act or appoint another to act in his stead.
Cross References.
Section 1310 is referred to in section 1504 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 13 - Incorporation › Section 1311 - Filing of statement of summary of record by certain corporations

§ 1311. Filing of statement of summary of record by certain corporations.
(a) General rule.--
Where any of the charter documents of a business corporation are not on file in the Department of State or there is an error in any such document as transferred to the department pursuant to section 140 (relating to custody and management of orphan corporate and business records), and the corporation desires to file any document in the department under any other provision of this subpart or the corporation desires to secure from the department any certificate to the effect that the corporation is a corporation duly incorporated and existing under the laws of this Commonwealth or a certified copy of the articles of the corporation or the corporation desires to correct the text of its charter documents as on file in the department, the corporation shall file in the department a statement of summary of record which shall be executed by the corporation and shall set forth:
(1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the location, including street and number, if any, of its registered office.
(2) The statute by or under which the corporation was incorporated.
(3) The name under which, the manner in which and the date on which the corporation was originally incorporated, including the date when and the place where the original articles were recorded.
(4) The place or places, including volume and page numbers or their equivalent, where the documents that are not on file in the department or that require correction in the records of the department were originally filed or recorded, the date or dates of each filing or recording and the correct text of the documents. The information specified in this paragraph may be omitted in a statement of summary of record that is delivered to the department contemporaneously with amended and restated articles of the corporation filed under this subpart.
(5) (Deleted by amendment).
(6) (Deleted by amendment).
(b) Validation of prior defects in incorporation.--
Upon the filing of a statement by a corporation under this section or the transfer to the department of the records relating to a corporation pursuant to section 140, the corporation shall be deemed to be a validly subsisting corporation to the same extent as if it had been duly incorporated and was existing under this subpart and the department shall so certify regardless of any absence of or defect in the prior proceedings relating to incorporation.
(c) Cross references.--
See sections 134 (relating to docketing statement), 135 (relating to requirements to be met by filed documents) and 1106(b)(2) (relating to uniform application of subpart).
(June 22, 2001, P.L.418, No.34, eff. 60 days)
Cross References.
Section 1311 is referred to in section 9305 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Extra - Chapter Notes

Enactment.
Chapter 15 was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.
Cross References.
Chapter 15 is referred to in section 1306 of this title.
Cross References.
Subchapter B is referred to in section 2125 of this title.
Cross References.
Subchapter D is referred to in sections 102, 317, 321, 329, 333, 343, 353, 363, 1103,
            1105, 1906, 1913, 1932, 2104, 2123, 2321, 2324, 2325, 2512, 2538, 2704, 2705, 2904,
            2907, 7104 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1501 - Corporate capacity

§ 1501. Corporate capacity.
Except as provided in section 103 (relating to subordination of title to regulatory laws), a business corporation shall have the legal capacity of natural persons to act.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1503 - Defense of ultra vires

§ 1503. Defense of ultra vires.
(a) General rule.--
A limitation upon the business, purposes or powers of a business corporation, expressed or implied in its articles or bylaws or implied by law, shall not be asserted in order to defend any action at law or in equity between the corporation and a third person, or between a shareholder and a third person, involving any contract to which the corporation is a party or any right of property or any alleged liability of whatever nature, but the limitation may be asserted:
(1) In an action by a shareholder against the corporation to enjoin the doing of unauthorized acts or the transaction or continuation of unauthorized business. If the unauthorized acts or business sought to be enjoined are being transacted pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the action and if it deems the result to be equitable, set aside and enjoin the performance of the contract, and in so doing shall allow to the corporation, or to the other parties to the contract, as the case may be, such compensation as may be appropriate for the loss or damage sustained by any of them from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
(2) In any action by or in the right of the corporation to procure a judgment in its favor against an incumbent or former officer or director of the corporation for loss or damage due to his unauthorized acts.
(3) In a proceeding by the Commonwealth under section 503 (relating to actions to revoke corporate franchises) or in a proceeding by the Commonwealth to enjoin the corporation from the doing of unauthorized or unlawful business.
(b) Conveyances of property by or to a corporation.--
A conveyance or transfer by or to a business corporation of property, real or personal, of any kind or description, shall not be invalid or fail because in making the conveyance or transfer, or in acquiring the property, real or personal, any representative of the corporation acting within the scope of the actual or apparent authority given to him by the corporation has exceeded any of the purposes or powers of the corporation.
(c) Cross reference.--
See section 4146 (relating to provisions applicable to all foreign corporations).
Cross References.
Section 1503 is referred to in section 4146 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1505 - Persons bound by bylaws

§ 1505. Persons bound by bylaws.
Except as otherwise provided by section 1713 (relating to personal liability of directors) or any similar provision of law, the bylaws of a business corporation are binding on the shareholders, directors and officers of the corporation with respect to its internal affairs whether or not a shareholder, director or officer has actual knowledge of the provisions of the bylaws, but a bylaw shall not affect contracts or other dealings with other persons unless those persons have actual knowledge of the bylaw.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1506 - Form of execution of instruments

§ 1506. Form of execution of instruments.
(a) General rule.--
Any form of execution provided in the articles or bylaws to the contrary notwithstanding, any note, mortgage, evidence of indebtedness, contract or other document, or any assignment or endorsement thereof, executed or entered into between any business corporation and any other person, when signed by one or more officers or agents having actual or apparent authority to sign it, or by the president or vice president and secretary or assistant secretary or treasurer or assistant treasurer of the corporation, shall be held to have been properly executed for and in behalf of the corporation.
(b) Seal unnecessary.--
The affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement by a corporation of any instrument or other document.
(c) Cross reference.--
See section 4146 (relating to provisions applicable to all foreign corporations).
Cross References.
Section 1506 is referred to in section 4146 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1507 - Registered office

§ 1507. Registered office.
(a) General rule.--
Every business corporation shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same as its place of business.
(b) Statement of change of registered office.--
After incorporation, a change of the location of the registered office may be authorized at any time by the board of directors. Before the change of location becomes effective, the corporation shall include the change in an annual report under section 146 (relating to annual report), amend its articles under the provisions of this subpart to reflect the change or deliver to the Department of State for filing a statement of change of registered office executed by the corporation setting forth:
(1) The name of the corporation.
(2) The address, including street and number, if any, of its then registered office.
(3) The address, including street and number, if any, to which the registered office is to be changed.
(4) A statement that the change was authorized by the board of directors.
(c) Alternative procedure.--
A corporation may satisfy the requirements of this subpart concerning the maintenance of a registered office in this Commonwealth by setting forth in any document filed in the department under any provision of this subpart that permits or requires the statement of the address of its then registered office, in lieu of that address, the statement authorized by section 109(a) (relating to name of commercial registered office provider in lieu of registered address).
(d) Effect of statement.--
A statement regarding the registered office of a corporation set forth in a document filed in the department pursuant to this section shall operate as an amendment of the articles.
(e) Cross reference.--
See section 134 (relating to docketing statement).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsec. (b) intro. par., relettered former subsec. (d) to subsec. (e) and added present subsec. (d).
Cross References.
Section 1507 is referred to in sections 1103, 1911 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1510 - Certain specifically authorized debt terms

§ 1510. Certain specifically authorized debt terms.
(a) Interest rates.--
A business corporation shall not plead or set up usury, or the taking of more than the lawful rate of interest, or the taking of any finance, service or default charge in excess of any maximum rate therefor provided or prescribed by law, as a defense to any action or proceeding brought against it to recover damages on, or to enforce payment of, or to enforce any other remedy on, any obligation executed or effected by the corporation.
(b) Yield maintenance premiums.--
A prepayment premium determined by reference to the approximate spread between the yield at issuance, or at the date of amendment of any of the terms, of an obligation of a corporation and the yield at or about such date of an interest rate index of independent significance and contingent upon a change in the ownership of the shares of or a default by or other change in the condition or prospects of the issuer or any affiliate of the issuer shall be deemed liquidated damages and shall not constitute a penalty.
(c) Definitions.--
As used in this section, the following words shall have the meanings given to them in this subsection:
"Affiliate." An affiliate or associate as defined in section 2552 (relating to definitions).
"Obligation." Includes an installment sale contract.
(d) Cross reference.--
See section 4146 (relating to provisions applicable to all foreign corporations).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
Cross References.
Section 1510 is referred to in sections 114, 402, 4146, 8819, 9506, 9507 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1513 - Forum selection provisions

§ 1513. Forum selection provisions.
(a) General rule.--
The bylaws may provide that:
(1) an internal corporate claim must be brought exclusively in a specified court or courts of this Commonwealth and, if so specified, also in:
(i) other identified courts sitting in this Commonwealth; or
(ii) identified courts sitting in other jurisdictions with which the business corporation has a reasonable relationship; or
(2) a claim arising under the Securities Act of 1933 (48 Stat. 74, 15 U.S.C. § 77a et seq.) must be brought exclusively in Federal court.
(b) Jurisdiction.--
A provision of the bylaws adopted under subsection (a) shall not have the effect of conferring jurisdiction on any court or over any person or claim and shall not apply if none of the courts specified in the provision have the requisite personal and subject matter jurisdiction. If none of the courts of this Commonwealth specified in a provision adopted under subsection (a)(1) have the requisite personal and subject matter jurisdiction and another court of this Commonwealth does have such jurisdiction, then the internal corporate claim may be brought in the court with jurisdiction, notwithstanding that it is not specified in the provision.
(c) Definition.--
For the purposes of this section, "internal corporate claim" means:
(1) an action that is based upon an alleged violation of a duty owed to the business corporation under the laws of this Commonwealth by a current or former director, officer or shareholder in that capacity;
(2) a derivative action or proceeding brought on behalf of the corporation;
(3) an action asserting a claim arising pursuant to any provision of:
(i) this title;
(ii) the articles of incorporation or bylaws; or
(iii) an agreement regarding the governance of the corporation or the transfer of shares in the corporation if:
(A) the corporation and at least one shareholder are parties to the agreement or stated or intended beneficiaries thereof; and
(B) the agreement is entered into after the adoption of a forum selection provision under this section and the agreement does not contain an inconsistent forum selection provision; or
(4) any action asserting a claim regarding the internal affairs of the corporation that is not included in paragraphs (1), (2) and (3).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 added section 1513.
Cross References. Section 1513 is referred to in section 102 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1523 - Pricing and issuance of shares

§ 1523. Pricing and issuance of shares.
Except as otherwise restricted in the bylaws, shares of a business corporation may be issued at a price determined by the board of directors; or the board may authorize one or more directors or one or more officers, acting alone or with the participation of one or more directors, to determine, within limits, pursuant to a formula or method or subject to relevant criteria specifically prescribed by the board:
(1) the persons that shares will be issued to; and
(2) the number of shares, price or consideration and other terms on which shares will be issued.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1524 - Payment for shares

§ 1524. Payment for shares.
(a) General rule.--
Consideration for shares, unless otherwise restricted in the bylaws:
(1) May consist of money, obligations (including an obligation of a shareholder), services performed whether or not contracted for, contracts for services to be performed, shares or other securities or obligations of the issuing business corporation, or any other tangible or intangible property or benefit to the corporation. If shares are issued for other than money, the value of the consideration shall be determined by or in the manner provided by the board of directors.
(2) Shall be provided or paid to or as ordered by the corporation.
(b) Issuance without consideration.--
Except as otherwise restricted in the bylaws, upon authorization by the board of directors, the corporation may issue or distribute its own shares pro rata to its shareholders or the shareholders of one or more classes or series, if the relative rights of the holders of any class or series are not adversely affected thereby, to effectuate stock dividends or splits, and any such transaction shall not require payment of consideration.
(c) Status of issued shares.--
Except as provided in subsection (e), all issued shares of a business corporation shall be deemed fully paid regardless of failure to pay in full the agreed consideration therefor. Except as otherwise provided by a regulatory statute controlling under section 103(c) (relating to structural provisions in regulatory statutes controlling), all issued shares of a corporation shall be nonassessable. This subsection shall not affect the personal obligation of a subscriber for shares of a corporation to pay the agreed consideration for the shares.
(d) Rights of subscribing shareholder.--
Notwithstanding any other provision of this subpart, the right to vote, to receive dividends and to have and exercise the other rights of a shareholder prior to payment in full of the agreed consideration for the shares of a shareholder who has acquired his shares by subscription may be denied or limited as provided in the subscription agreement. Any such denial or limitation of rights shall be noted conspicuously on the face or back of the share certificate, if any, or in the notice provided by section 1528(f) (relating to uncertificated shares). Unless so noted, such denial or limitation (even though permitted by this section) shall be ineffective except against a person with actual knowledge of the denial or limitation.
(e) Transitional provision.--
A corporation may enforce calls on partly paid shares outstanding on September 30, 1989, in the same manner and to the same extent as if this subpart had not been enacted.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)
1992 Amendment.
Act 169 amended subsec. (a).
1990 Amendment.
Act 198 amended subsecs. (a), (c) and (e).
Cross References.
Section 1524 is referred to in sections 1106, 1528 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1526 - Liability of shareholders

§ 1526. Liability of shareholders.
(a) General rule.--
A shareholder of a business corporation shall not be liable, solely by reason of being a shareholder, under an order of a court or in any other manner for a debt, obligation or liability of the corporation of any kind or for the acts of any shareholder or representative of the corporation.
(b) Professional relationship unaffected.--
Subsection (a) shall not afford the shareholders of a business corporation that is not a professional corporation but that provides professional services with greater immunity than is available to the officers, shareholders, employees or agents of a business corporation that is a professional corporation. See section 2925 (relating to professional relationship retained).
(c) Disciplinary jurisdiction unaffected.--
A business corporation providing professional services shall be subject to the applicable rules and regulations adopted by, and all the disciplinary powers of, the court, department, board, commission or other government unit regulating the profession in which the corporation is engaged. The court, department, board or other government unit may require that a corporation include in its articles provisions that conform to any rule or regulation heretofore or hereafter promulgated for the purpose of enforcing the ethics of a profession. This subpart shall not affect or impair the disciplinary powers of the court, department, board, commission or other government unit over licensed persons or any law, rule or regulation pertaining to the standards for professional conduct of licensed persons or to the professional relationship between any licensed person rendering professional services and the person receiving professional services.
(June 22, 2001, P.L.418, No.34, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1527 - Issuance of fractional shares or scrip

§ 1527. Issuance of fractional shares or scrip.
(a) General rule.--
A business corporation may but shall not be required to create and issue fractions of a share, either represented by a certificate or uncertificated, which, unless otherwise provided in the articles, shall represent proportional interests in all the voting rights, preferences, limitations and special rights, if any, of full shares. If the corporation creates but does not provide for the issuance of fractions of a share, it shall:
(1) arrange for the disposition of fractional interests by those entitled thereto;
(2) pay in money the fair value of fractions of a share determined at the time and in the manner provided in the plan, amendment or resolution of the board providing for the creation of the fractional interests; or
(3) issue scrip or other evidence of ownership, in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate), entitling the holder to receive a full share upon the surrender of the scrip or other evidence of ownership aggregating a full share, or the transfer of uncertificated scrip aggregating a full share, but which shall not entitle the holder to exercise any voting right, to receive dividends or to participate in any of the assets of the corporation in the event of liquidation.
(b) Elimination of shares or scrip.--
The scrip or other evidence of ownership may be issued subject to the condition that it shall become void if not exchanged for full shares before a specified date, or subject to the condition that the shares for which the scrip or evidence of ownership is exchangeable may be sold and the proceeds thereof distributed to the holders of the scrip or evidence of ownership, or subject to any other conditions that the corporation deems advisable.
(c) Limitation.--
The articles may not provide that scrip or other evidence of ownership entitles the holder to exercise any voting right, to receive dividends or to participate in any of the assets of the corporation in the event of liquidation.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 amended subsec. (a)(3) and added subsec. (c).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1530 - Preemptive rights of shareholders

§ 1530. Preemptive rights of shareholders.
(a) General rule.--
Except as otherwise provided in the articles, a business corporation may issue shares, option rights or securities having conversion or option rights, or obligations without first offering them to shareholders of any class or classes.
(b) Cross references.--
See sections 1525(e) (relating to shares subject to preemptive rights) and 2321(b) (relating to preemptive rights).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)
1992 Amendment.
Act 169 amended subsec. (b).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 15 - Corporate Powers, Duties and Safeguards › Section 1531 - Voting powers and other rights of certain securityholders and other entities

§ 1531. Voting powers and other rights of certain securityholders and other entities.
The power to vote in respect to the corporate affairs and management of a business corporation and other shareholder rights as may be provided in the articles may be conferred upon:
(1) Registered holders of obligations issued or to be issued by the corporation.
(2) The United States of America, the Commonwealth, a state, or any political subdivision of any of the foregoing, or any entity prohibited by law from becoming a shareholder of a corporation.