Title 15, CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

(a) General rule.--A limited liability company is dissolved, and its activities and affairs shall be wound up, upon the occurrence of any of the following: (1) An event or circumstance that the operating agreement states causes dissolution. (2) The consent of all the members. (3)…

(a) General rule.--A dissolved limited liability company shall wind up its activities and affairs, and the company continues after dissolution only for the purpose of winding up. (b) Conduct of winding up.--In winding up its activities and affairs, a limited liability company: (1…

(a) General rule.--Except as provided in subsection (d), a dissolved limited liability company may give notice of a known claim under subsection (b), which has the effect provided in subsection (c). (b) Required notice.--A dissolved limited liability company may notify in record …

(a) Permissive notice.--A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) Notice procedure.--A notice under subsection (a) must: (1) be officially pu…

(a) Determination of security.--A dissolved limited liability company that has officially published a notice under section 8875 (relating to other claims against dissolved limited liability company) may file an application with the court for a determination of the amount and form…

(a) Creditors.--In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (b) Surplus.--After a limited liability company complies with subsection (a), any surplus …

(a) General rule.--The members or organizers of a limited liability company that has never transacted business or held assets other than money received as capital contributions may effect the termination of the company by delivering to the department for filing a certificate of t…

(a) General rule.--Subject to subsection (b), a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement o…

(a) General rule.--Subject to section 8883 (relating to eligible plaintiffs and security for costs) and subsection (b), a plaintiff may maintain a derivative action to enforce a right of a limited liability company only if: (1) The plaintiff first makes a demand on the company or…

(a) General rule.--Except as provided in subsection (b), in any action or proceeding brought by one or more members or managers of a limited liability company to enforce rights that the plaintiff claims could be, but have not been, asserted by the company, each plaintiff has stan…

(a) General rule.--If a limited liability company or its members or managers receive a demand to bring an action to enforce a right of the company, or if a derivative action is commenced before demand has been made on the company or its members or managers, the members in a membe…

(a) Proceeds.--Except as provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and (2) if the plaintiff or its counsel receives any pr…

(a) General rule.--This subchapter shall apply to all benefit companies. (b) Limited application of subchapter.--The existence of a provision of this subchapter shall not of itself create any implication that a contrary or different rule of law is or would be applicable to a limi…

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: "Benefit company." A limited liability company that is subject to this subchapter. "Benefit enforcement proceeding." …

(a) Formation of benefit company.--A benefit company shall be formed in accordance with section 8821 (relating to formation of limited liability company and certificate of organization) except that its certificate of organization shall also state that it is a benefit company. (b)…

(a) General public benefit purpose.--A benefit company shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 8818(b) (relating to characteristics of limited liability company). (b) Optional specific public benefit purpos…

(a) Consideration of interests.--The members of a member-managed limited liability company that is a benefit company, when discharging their duties under this title or under the operating agreement: (1) shall consider the effects of any action upon: (i) the members of the benefit…

(a) Managers.--Each manager of a manager-managed limited liability company that is a benefit company shall consider the interests and factors described in section 8895(a) (relating to standard of conduct for members) when discharging his or her duties under this title and under t…

(a) Limitations.-- (1) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit company or its members, managers or officers with respect to: (i) failure to pursue or create general public benefit or a specific public benefit s…

(a) Contents.--A benefit company must deliver to each member an annual benefit report, including: (1) A narrative description of: (i) the ways in which the benefit company pursued general public benefit during the year and the extent to which general public benefit was created; (…

(a) General rule.--This subchapter shall be applicable to a limited liability company that is a restricted professional company. (b) Application to limited liability companies generally.--Except as provided in section 8997 (relating to taxation of restricted professional companie…

(a) Purposes of restricted professional companies.--A restricted professional company shall not engage in any business other than conducting the practice of the restricted professional service or services for which it was specifically organized, except that a restricted professio…

(a) General rule.--Except as provided in subsection (b), for the purposes of the imposition by the Commonwealth or any political subdivision of any tax or license fee on or with respect to any income, property, privilege, transaction, subject or occupation other than the corporat…

(a) General rule.--Every domestic restricted professional company in existence on December 31 of any year and every qualified foreign restricted professional company that is registered to do business in this Commonwealth on December 31 of any year shall file in the Department of …

2013 Repeal. Section 9101 was repealed July 9, 2013, P.L.476, No.67, effective in 60 days.

2013 Repeal. Section 9102 was repealed July 9, 2013, P.L.476, No.67, effective in 60 days.

2013 Repeal. Section 9103 was repealed July 9, 2013, P.L.476, No.67, effective in 60 days.

(a) Short title.--This chapter shall be known and may be cited as the Pennsylvania Uniform Unincorporated Nonprofit Association Law. (b) Transitional provisions concerning property.-- (1) If, before September 9, 2013, an interest in property was by the terms of a transfer purport…

The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates otherwise: "Established practices." The practices used by a nonprofit association without material change during: (1) the most rece…

(a) Operations.--Except as provided in subsection (b), the law of this Commonwealth governs the operation in this Commonwealth of a nonprofit association formed or operating in this Commonwealth. (b) Internal affairs.--Unless the governing principles specify a different jurisdict…

(a) Legal entity.--A nonprofit association is a legal entity distinct from its members and managers. (b) Perpetual duration.--A nonprofit association has perpetual duration unless the governing principles specify otherwise. (c) Powers.--A nonprofit association has the same powers…

(a) General rule.--A nonprofit association may acquire, hold or transfer, in its name, an interest in property. (b) Testamentary and fiduciary dispositions.--A nonprofit association may be a beneficiary of a trust or contract, a legatee or a devisee. (c) Authority to take and hol…

(a) General rule.--An interest in real property held in the name of a nonprofit association may be transferred by a person authorized to do so in a statement of authority recorded by the nonprofit association in the office of the recorder of deeds for the county in which a transf…

(a) Scope.-- (1) A debt, obligation or other liability of a nonprofit association, whether arising in contract, tort or otherwise, is solely the debt, obligation or other liability of the nonprofit association. (2) A member or manager is not personally liable, directly or indirec…

(a) General rule.--A nonprofit association may sue or be sued in its own name. (b) Permissible claims.--A member or manager may assert a claim the member or manager has against the nonprofit association. A nonprofit association may assert a claim it has against a member or manage…

A judgment or order against a nonprofit association is not by itself a judgment or order against a member or manager. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 9119.

(a) Statement.--A nonprofit association may deliver to the department for filing a statement appointing an agent to receive service of process. (b) Contents.--A statement appointing an agent to receive service of process must state: (1) the name of the nonprofit association; (2) …

An action or proceeding against a nonprofit association does not abate merely because of a change in its members or managers. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 9121.

A member is not an agent of the nonprofit association solely by reason of being a member. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 9122.

(a) General rule.--Except as provided in the governing principles, a nonprofit association must have the approval of its members to: (1) admit, suspend, dismiss or expel a member; (2) select or dismiss a manager; (3) adopt, amend or repeal the governing principles; (4) transfer a…

(a) General rule.--Except as provided in the governing principles: (1) approval of a matter by the members requires the affirmative vote of at least a majority of the votes cast at a meeting of members; and (2) each member is entitled to one vote on each matter that is submitted …

(a) No fiduciary duties generally.--A member does not have a fiduciary duty to a nonprofit association or to another member solely by being a member. (b) Discharge of duties and exercise of rights.--A member shall, consistent with the governing principles and the contractual obli…

(a) Admission, suspension, dismissal and expulsion of member.-- (1) A person becomes a member and may be suspended, dismissed or expelled in accordance with the governing principles. If there are no applicable governing principles, a person may become a member or be suspended, di…

(a) General rule.--Except as set forth in subsection (b) or the governing principles, a member's interest or any right under the governing principles is not transferable. (b) Certain nonprofit associations formed prior to effective date.-- (1) This subsection applies to a nonprof…

Except as provided in this chapter or the governing principles: (1) if there is no manager selected and serving, all members are managers; (2) only the members may select a manager; (3) a manager may be a member or a nonmember; (4) each manager has equal rights in the management …

(a) Duty of care.-- (1) A manager shall manage the nonprofit association: (i) in good faith; (ii) in a manner the manager reasonably believes to be in the best interests of the nonprofit association; and (iii) with such care, including reasonable inquiry, as a prudent person woul…