Title 15, CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

(a) General rule.--A domestic entity may become a foreign entity of the same type by approving a plan of domestication. The plan shall be in record form and contain all of the following: (1) The name and type of the domesticating entity. (2) The name and jurisdiction of formation…

(a) Approval by domestic entities.--A plan of domestication in which the domesticating entity is a domestic entity is not effective unless it has been approved by the domestic entity in accordance with the applicable provisions of Subchapter B (relating to approval of entity tran…

(a) Approval of amendment.--A plan of domestication in which the domesticating entity is a domestic entity may be amended in one of the following ways: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. (2) By …

(a) General rule.--A statement of domestication shall be signed by the domesticating entity and delivered to the department for filing along with the certificates, if any, required by section 139 (relating to tax clearance of certain fundamental transactions). (b) Contents.--A st…

(a) General rule.--When a domestication becomes effective, all of the following apply: (1) The domesticated entity is: (i) organized under and subject to the organic law of the domesticated entity; (ii) the same entity without interruption as the domesticating entity; (iii) deeme…

(a) General rule.--The department may commence a proceeding under section 382 (relating to procedure and effect) to administratively dissolve a domestic filing entity or cancel the statement of registration of a domestic limited liability partnership or the statement of election …

(a) Notice of initial determination.--If the department determines that grounds exist under section 381 (relating to grounds for administrative dissolution or cancellation) for administratively dissolving a domestic filing entity or canceling the statement of registration of a do…

(a) Application for reinstatement.--An entity that has been the subject of action under section 382(b) (relating to procedure and effect) may deliver to the department an application for reinstatement along with the reinstatement fee required by section 153 (relating to fee sched…

(a) Notice of rejection.--If the department rejects an entity's application for reinstatement under section 383 (relating to reinstatement) or fails to reinstate the entity within the time required by section 383(b)(1), the department shall deliver to the entity a notice in recor…

(a) General rule.--Except as otherwise provided in this section or in subsequent provisions of this chapter, this chapter shall apply to all foreign associations. (b) Application to foreign banking institutions.--The words "foreign filing association" or "foreign association" in …

(a) General rule.--The laws of the jurisdiction of formation of a foreign association govern the following: (1) The internal affairs of the association. (2) Except as provided in subsection (h), the liability that a person has solely as an interest holder or governor for a debt, …

(a) General rule.--Activities of a foreign filing association or foreign limited liability partnership that do not constitute doing business in this Commonwealth under this chapter shall include the following: (1) Maintaining, defending, mediating, arbitrating or settling an acti…

(a) Registration required.--Except as provided in section 401 (relating to application of chapter) or subsection (g), a foreign filing association or foreign limited liability partnership may not do business in this Commonwealth until it registers with the department under this c…

(a) General rule.--To register to do business in this Commonwealth, a foreign filing association or foreign limited liability partnership must deliver a foreign registration statement to the department for filing. The statement must be signed by the association and state all of t…

(a) General rule.--A registered foreign association shall deliver to the department for filing an amendment to its foreign registration statement if there is a change in any of the following: (1) The name of the association. (2) The type of association, including, if it is a fore…

(a) General rule.--A foreign filing association or foreign limited liability partnership whose name does not comply with Subchapter A of Chapter 2 (relating to names) may not register to do business in this Commonwealth until it adopts, for the purpose of doing business in this C…

(a) General rule.--A registered foreign association may withdraw its registration by delivering a statement of withdrawal to the department for filing. The statement of withdrawal shall be signed by the association and state all of the following: (1) The name of the association a…

(a) Merger.--A registered foreign association that merges into a domestic filing entity or domestic limited liability partnership shall be deemed to have withdrawn its registration on the effective date of the merger. (b) Conversion.--A registered foreign association that convert…

(a) Application of section.--This section shall apply to a registered foreign association that has been: (1) a nonsurviving party to a merger in which the survivor is a foreign association; (2) a dividing association which did not survive the division; (3) dissolved and completed…

(a) General rule.--If a registered foreign association merges into a nonregistered foreign association or converts to a foreign association required to register with the department to do business in this Commonwealth, the association shall deliver to the department for filing an …

(a) General rule.--The department may terminate the registration of a registered foreign association in the manner provided in subsections (b) and (c) if the department finds that the association: (1) has not amended its registration when required by section 413 (relating to amen…

(a) General rule.--All charters of private corporations and all present and future common or statutory law with respect to the formation or regulation of private corporations or prescribing powers, rights, duties or liabilities of private corporations or their officers, directors…

(a) General rule.--Except as otherwise provided in the scope provisions of subsequent provisions of this chapter, this chapter shall apply to and the word "corporation" in this chapter shall mean: (1) A domestic or foreign corporation for profit. (2) A domestic or foreign corpora…

(a) General rule.--The Attorney General may institute proceedings to revoke the articles and franchises of a corporation if it: (1) misused or failed to use its powers, privileges or franchises; (2) procured its articles by fraud; or (3) should not have been incorporated under th…

Where heretofore or hereafter any act has been or may be done or any transfer or conveyance of any property has been or may be made to or by any corporation created or intended to be created under any statute supplied or repealed by this part, in good faith, after the approval of…

Where any corporation governed by this part or created or intended to be created or governed by any statute supplied or repealed by this part has, in good faith, extended its territory or term of existence, changed its name, merged, consolidated or otherwise altered or amended it…

(a) General rule.--Except as provided in subsection (b), whenever any corporation has sold, assigned, disposed of and conveyed all or any part of its franchises and all or any part of its property, real, personal and mixed, to any other corporation, and the franchises and propert…

(a) General rule.--Where heretofore any domestic corporation for profit shall have redeemed and canceled any shares subject to redemption and cancellation, acquired its own shares on conversion thereof into or exchange thereof for other shares of the corporation, purchased or red…

(a) General rule.--This subchapter applies to and the terms "corporation" or "domestic corporation" in this subchapter mean: (1) A banking institution. (2) A credit union. (3) A fraternal benefit society. (b) Alternative provisions.--Section 516 (relating to alternative standard)…

(a) Directors.--A director of a domestic corporation shall stand in a fiduciary relation to the corporation and shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the dir…

(a) General rule.--If a bylaw adopted by the shareholders entitled to vote or members entitled to vote of a domestic corporation so provides, a director shall not be personally liable, as such, for monetary damages for any action taken unless: (1) the director has breached or fai…

A director of a domestic corporation who is present at a meeting of its board of directors, or of a committee of the board, at which action on any corporate matter is taken on which the director is generally competent to act, shall be presumed to have assented to the action taken…

(a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a domestic corporation may, in considering the best interests of the corporation, consider to the extent they deem appropriate: …

(a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a domestic corporation may, in considering the best interests of the corporation, consider the effects of any action upon employ…

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…

(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…

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 allowance…

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 ti…

(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 followin…

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 opport…

(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.

(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 sh…

(a) General definitions.--Subject to additional definitions contained in subsequent provisions of this subpart that are applicable to specific provisions of this subpart, the following words and phrases when used in Part I (relating to preliminary provisions) or in this subpart s…

2013 Repeal. Section 1104 was repealed July 9, 2013, P.L.476, No.67, effective in 60 days.

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 valuat…

(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 …