Title 15, CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

(a) Winding up and distribution.--Every business corporation that is dissolved by expiration of its period of duration or otherwise shall, nevertheless, continue to exist for the purpose of winding up its affairs, prosecuting and defending actions or proceedings by or against it,…

(a) General rule.--The dissolution of a business corporation, either under this subchapter or under Subchapter G (relating to involuntary liquidation and dissolution) or by expiration of its period of duration or otherwise, shall not eliminate nor impair any remedy available to o…

2014 Repeal. Section 1980 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

(a) General rule.--Upon application filed by a shareholder or director of a business corporation, the court may entertain proceedings for the involuntary winding up and dissolution of the corporation when any one of the following is made to appear: (1) The acts of the directors, …

Upon application filed by a creditor of a business corporation whose claim has either been reduced to judgment and an execution thereon returned unsatisfied or whose claim is admitted by the corporation, the court may entertain proceedings for the involuntary winding up and disso…

Upon the filing of an application under this subchapter, the court may issue injunctions, appoint a receiver pendente lite with such powers and duties as the court from time to time may direct and proceed as may be requisite to preserve the corporate assets wherever situated and …

Upon a hearing, after such notice as the court may direct to be given to all parties to the proceeding and to any other parties in interest designated by the court, the court may appoint a liquidating receiver with authority to collect the assets of the corporation. The liquidati…

A receiver shall in all cases be a natural person of full age or a corporation authorized to act as receiver, which corporation, if so authorized, may be a domestic corporation for profit or not-for-profit or a foreign corporation for profit or not-for-profit authorized to do bus…

(a) General rule.--In a proceeding under this subchapter, the court may require all creditors of the business corporation to file with the office of the clerk of the court of common pleas or with the receiver, in such form as the court may prescribe, verified proofs of their resp…

The proceedings under this subchapter may be discontinued at any time when it is established that cause for liquidation no longer exists. In that event, the court shall dismiss the proceedings and direct the receiver to redeliver to the business corporation all its remaining prop…

(a) General rule.--In a proceeding under this subchapter, the court shall enter an order dissolving the business corporation when the costs and expenses of the proceeding and all liabilities of the corporation have been discharged, and all of its remaining assets have been distri…

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: "Contractual claims." Excludes contingent contractual claims based on any implied warranty as to any product manufact…

(a) General rule.--The board of directors of a business corporation that has elected to proceed under this subchapter shall have full power to wind up and settle the affairs of the corporation in accordance with this subchapter both prior to and after the filing of articles of di…

(a) General rule.--After a business corporation that has elected to proceed under this subchapter has been dissolved in accordance with section 1977 (relating to articles of dissolution), the corporation or any successor entity shall give notice of the dissolution requesting all …

(a) Notice.--A dissolved business corporation or successor entity may reject, in whole or in part, any matured claim made by a claimant pursuant to section 1992 (relating to notice to claimants) by sending notice of the rejection by certified or registered mail, return receipt re…

(a) Contractual claims.--The dissolved business corporation or successor entity shall offer any claimant whose contractual claim made pursuant to section 1992 (relating to notice to claimants) is contingent, conditional or unmatured, such security as the corporation or successor …

(a) General rule.--A dissolved business corporation or successor entity that has given notice in accordance with section 1992 (relating to notice to claimants) shall file an application with the court for a determination of the amount and form of security: (1) that will be suffic…

The giving of any notice or making of any offer under this subchapter shall not revive any claim then barred or constitute acknowledgment by the dissolved business corporation or successor entity that any person to whom the notice is sent is a proper claimant and shall not operat…

(a) General rule.--A dissolved business corporation or successor entity that has elected to proceed under this subchapter shall: (1) Pay the claims made and not rejected under section 1993 (relating to acceptance or rejection of matured claims). (2) Post the security offered and …

1992 Repeal. Section 1998 was repealed December 18, 1992, P.L.1333, No.169, effective in 60 days.

(a) General rule.--This chapter shall be applicable to: (1) A business corporation that elects to become a nonstock corporation in the manner provided by this chapter. (2) A domestic corporation for profit subject to Subpart D (relating to cooperative corporations) organized on a…

(a) General rule.--A nonstock 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 nonstock corporation. (2) The p…

In lieu of required statements relating to shares or share structure, a nonstock corporation shall set forth in any document permitted or required to be filed under this subpart the fact that the corporation is organized on a nonstock basis. A nonstock corporation may, but need n…

(a) General rule.--Any business corporation may become a nonstock corporation under this chapter by: (1) Adopting a plan of election providing for the redemption by the corporation of all of its shares whether or not redeemable by the terms of its articles and adjusting its affai…

(a) General rule.--A nonstock corporation may terminate its status as such and cease to be subject to this chapter by: (1) Adopting a plan of termination providing for the issue of appropriate shares to its members and adjusting its affairs so as to comply with the requirements o…

(a) General rule.--The corporate name of a nonstock corporation may contain the word "mutual." (b) Insurance names.--See section 202(c)(1)(iii) (relating to requirements for names generally). (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Oct. 22, 2014, P.L.2640, No.172, eff. July 1…

The bylaws of a nonstock corporation adopted by the members may vest in the board of directors the power to establish classes of membership and to fix the several rights and liabilities thereof. Cross References. Section 2122 is referred to in section 1504 of this title.

(a) General rule.--Every member of record of a nonstock corporation shall be entitled to a written document evidencing his membership in the corporation. The document shall state: (1) That the corporation is a nonstock corporation incorporated under the laws of this Commonwealth,…

Except as otherwise provided in a bylaw adopted by the members or in a written document evidencing membership, every member of record of a nonstock corporation shall have the right, at every meeting of members, to one vote. Cross References. Section 2124 is referred to in section…

(a) Share structure.--The provisions of Subchapter B of Chapter 15 (relating to shares and other securities) shall not be applicable to a nonstock corporation. A nonstock corporation shall not create or issue shares. (b) Corporate finance.--A patronage rebate or dividend that is,…

If at the time of dissolution of a nonstock corporation the articles, bylaws and documents evidencing membership fail to define the respective rights and preferences of the members upon dissolution, the surplus of cash or property remaining after discharging all liabilities of th…

(a) General rule.--This chapter shall be applicable to a business corporation, other than a management corporation, that: (1) had elected to become a close corporation subject to Chapter B of Article III of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporati…

(a) General rule.--As used in this chapter, the term "minimum vote" as applied to corporate action means that: (1) The holders of shares of every class shall be entitled to vote on the corporate action regardless of any limitations stated in the articles or bylaws on the voting r…

A statutory close 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 statutory close corporation. (2) The provis…

(a) General rule.--In addition to the provisions otherwise required by this subpart, the articles of a statutory close corporation shall provide that neither the corporation nor any shareholder shall make an offering of any of its shares of any class that would constitute a "publ…

(a) General rule.--A business corporation may become a statutory close corporation under this chapter by amending its articles so that they shall contain, in addition to the requirements of section 1911(b) (relating to exceptions): (1) A heading stating the name of the corporatio…

A statutory close corporation continues to be such and to be subject to this chapter until: (1) it terminates its status as a statutory close corporation pursuant to section 2307 (relating to voluntary termination of statutory close corporation status by amendment of articles); o…

(a) General rule.--A statutory close corporation may voluntarily terminate its status as such and cease to be subject to this chapter by amending its articles to delete therefrom the additional provision required by section 2303(1) (relating to formation of statutory close corpor…

(a) Notice of qualifications.--If shares of a statutory close corporation are issued or transferred to any person who is not entitled under any provision of the articles permitted by section 2304(b) (relating to number or qualifications of shareholders) to be a holder of record o…

(a) General rule.--If any event occurs as a result of which the provision included in the articles of a statutory close corporation pursuant to section 2304(a) (relating to additional contents of articles of statutory close corporations) to qualify it as a statutory close corpora…

(a) Uncertificated shares prohibited.--A statutory close corporation shall not issue uncertificated shares. (b) Preemptive rights.-- (1) Unless otherwise provided in a bylaw adopted by the shareholders, the holders of any class of voting shares of a statutory close corporation sh…

(a) General rule.--Unless otherwise provided in a bylaw adopted by the shareholders, no interest in shares of a statutory close corporation may be transferred, by operation of law or otherwise, whether voluntary or involuntary. (b) Exception.--Subsection (a) shall not apply to a …

Any attempted transfer of shares of a statutory close corporation in violation of any transfer restriction binding on the transferee shall be ineffective. Any attempted transfer of shares of a statutory close corporation in violation of any transfer restriction not binding on the…

If the bylaws contain provisions pursuant to section 2322(a) (relating to share transfer restrictions) and a restriction on transfer of a security of a statutory close corporation is held not to be authorized by section 1529 (relating to transfer of securities; restrictions), the…

(a) General rule.--Unless otherwise provided in a bylaw adopted by the shareholders, the personal representative of any deceased holder or owner of shares shall have the right to require a statutory close corporation to elect either to purchase or cause the purchase of all, but n…

(a) Agreements restricting discretion of directors.--A written agreement among the shareholders of a statutory close corporation entitled to cast at least a majority of the votes that all shareholders are entitled to cast for the election of directors, whether solely among themse…