TABLE OF CONTENTS
TITLE 15
CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
PART I. PRELIMINARY PROVISIONS
Subchapter A. Preliminary Provisions
§ 101. Short title and application of title.
§ 102. Definitions.
§ 103. Subordination of title to regulatory laws.
§ 104. Equitable remedies.
§ 105. Fees.
§ 106. Effect of filing papers required to be filed.
§ 107. Form of records.
§ 108. Change in location or status of registered office provided by agent.
§ 109. Name of commercial registered office provider in lieu of registered address.
§ 110. Supplementary general principles of law applicable.
§ 111. Relation of title to Electronic Signatures in Global and National Commerce Act.
§ 112. Receipt of electronic communications.
§ 113. Delivery of document.
§ 114. Defense of usury.
Subchapter B. Functions and Powers of Department of State
§ 131. Application of subchapter.
§ 132. Functions of Department of State.
§ 133. Powers of Department of State.
§ 134. Docketing statement.
§ 135. Requirements to be met by filed documents.
§ 136. Processing of documents by Department of State.
§ 137. Court to pass upon rejection of documents by Department of State.
§ 138. Statement of correction.
§ 139. Tax clearance of certain fundamental transactions.
§ 140. Custody and management of orphan corporate and business records.
§ 141. Abandonment of filing before effectiveness.
§ 142. Effect of signing filings.
§ 143. Liability for inaccurate information in filing.
§ 144. Signing and filing pursuant to judicial order.
§ 145. Subsistence certificate.
§ 146. Annual report.
Subchapter C. Corporation Bureau and UCC Fees
§ 151. Short title and application of subchapter.
§ 152. Definitions.
§ 153. Fee schedule.
§ 154. Enforcement and collection.
§ 155. Disposition of funds.
§ 156. References.
Subchapter D. Domestication of Certain Alien Associations
§ 161. Domestication of certain alien associations.
§ 162. Contingent domestication of certain alien associations (Repealed).
Subchapter A. Names
§ 201. Definitions.
§ 202. Requirements for names generally.
§ 203. Corporation names.
§ 204. Partnership and limited liability company names.
§ 205. Business trust names.
§ 206. Requirements for foreign association names.
§ 207. Required name changes by senior associations.
§ 208. Reservation of name.
§ 209. Registration of name of nonregistered foreign association.
§ 210. Registration of name of domestic nonfiling association.
Subchapter B. Ratification of Defective Entity Actions
§ 221. Definitions.
§ 222. Nonexclusivity.
§ 223. Ratification of defective entity actions.
§ 224. Action on ratification.
§ 225. Optional notice.
§ 226. Effect of ratification.
§ 227. Statement of validation.
§ 228. Judicial proceedings regarding validity of entity actions.
§ 229. Limitation on voiding certain defective entity actions.
Chapter 3. Entity Transactions
Subchapter A. Preliminary Provisions
§ 311. Short title of chapter.
§ 312. Definitions.
§ 313. Relationship of chapter to other provisions of law.
§ 314. Regulatory conditions and required notices and approvals.
§ 315. Nature of transactions.
§ 316. Contents of plan.
§ 317. Contractual dissenters rights in entity transactions.
§ 318. Excluded entities and transactions.
§ 319. Party to plan or transaction.
§ 320. Submission of matters to interest holders.
Subchapter B. Approval of Entity Transactions
§ 321. Approval by business corporation.
§ 322. Approval by nonprofit corporation.
§ 323. Approval by general partnership.
§ 324. Approval by limited partnership.
§ 325. Approval by limited liability company.
§ 326. Approval by professional association.
§ 327. Approval by business trust.
§ 328. Approval by unincorporated nonprofit association.
§ 329. Special treatment of interest holders.
§ 330. Alternative means of approval of transactions.
Subchapter C. Merger
§ 331. Merger authorized.
§ 332. Plan of merger.
§ 333. Approval of merger.
§ 334. Amendment or abandonment of plan of merger.
§ 335. Statement of merger; effectiveness.
§ 336. Effect of merger.
Subchapter D. Interest Exchange
§ 341. Interest exchange authorized.
§ 342. Plan of interest exchange.
§ 343. Approval of interest exchange.
§ 344. Amendment or abandonment of plan of interest exchange.
§ 345. Statement of interest exchange; effectiveness.
§ 346. Effect of interest exchange.
Subchapter E. Conversion
§ 351. Conversion authorized.
§ 352. Plan of conversion.
§ 353. Approval of conversion.
§ 354. Amendment or abandonment of plan of conversion.
§ 355. Statement of conversion; effectiveness.
§ 356. Effect of conversion.
Subchapter F. Division
§ 361. Division authorized.
§ 362. Plan of division.
§ 363. Approval of division.
§ 364. Division without interest holder approval.
§ 365. Amendment or abandonment of plan of division.
§ 366. Statement of division; effectiveness.
§ 367. Effect of division.
§ 368. Allocation of liabilities in division.
Subchapter G. Domestication
§ 371. Domestication authorized.
§ 372. Plan of domestication.
§ 373. Approval of domestication.
§ 374. Amendment or abandonment of plan of domestication.
§ 375. Statement of domestication; effectiveness.
§ 376. Effect of domestication.
Subchapter H. Administrative Dissolution or Cancellation
§ 381. Grounds for administrative dissolution or cancellation.
§ 382. Procedure and effect.
§ 383. Reinstatement.
§ 384. Rejection of reinstatement.
Chapter 4. Foreign Associations
Subchapter A. General Provisions
§ 401. Application of chapter.
§ 402. Governing law.
§ 403. Activities not constituting doing business.
Subchapter B. Registration
§ 411. Registration to do business in this Commonwealth.
§ 412. Foreign registration statement.
§ 413. Amendment of foreign registration statement.
§ 414. Noncomplying name of foreign association.
§ 415. Voluntary withdrawal of registration.
§ 416. Withdrawal deemed on certain transactions.
§ 417. Required withdrawal on certain transactions.
§ 418. Transfer of registration.
§ 419. Termination of registration.
PART II. CORPORATIONS
SUBPART A. CORPORATIONS GENERALLY
Subchapter A. In General
§ 501. Reserved power of General Assembly.
§ 502. Application of chapter.
§ 503. Actions to revoke corporate franchises.
§ 504. Validation of certain defective corporations.
§ 505. Validation of certain defective corporate acts.
§ 506. Scope and duration of certain franchises.
§ 507. Validation of certain share authorizations.
Subchapter B. Fiduciary Duty and Indemnification
§ 511. Application and effect of subchapter.
§ 512. Standard of care, justifiable reliance and business judgment rule.
§ 513. Personal liability of directors.
§ 514. Presumption of assent.
§ 515. Exercise of powers generally.
§ 516. Alternative standard.
§ 517. Limitation on standing.
§ 518. Nonexclusivity and supplementary coverage.
Subchapter C. Provisions Applicable to Particular Types of Corporations
§ 521. Pensions and allowances.
§ 522. Indemnification of authorized representatives.
§ 523. Actions by shareholders or members to enforce a secondary right.
§ 524. Renunciation of business opportunities.
SUBPART B. BUSINESS CORPORATIONS
ARTICLE A. PRELIMINARY PROVISIONS
Chapter 11. General Provisions
§ 1101. Short titles.
§ 1102. Application of subpart.
§ 1103. Definitions.
§ 1104. Other general provisions (Repealed).
§ 1105. Restriction on equitable relief.
§ 1106. Uniform application of subpart.
§ 1107. (Reserved).
§ 1108. Limitation on incorporation.
§ 1109. Execution of documents.
§ 1110. Annual report information (Repealed).
ARTICLE B. DOMESTIC BUSINESS CORPORATIONS
GENERALLY
Subchapter A. Incorporation Generally
§ 1301. Purposes.
§ 1302. Number and qualifications of incorporators.
§ 1303. Corporate name (Repealed).
§ 1304. Required name changes by senior corporations (Repealed).
§ 1305. Reservation of corporate name (Repealed).
§ 1306. Articles of incorporation.
§ 1307. Advertisement.
§ 1308. Filing of articles.
§ 1309. Effect of filing of articles of incorporation.
§ 1310. Organization meeting.
§ 1311. Filing of statement of summary of record by certain corporations.
Subchapter B. Revival
§ 1341. Statement of revival.
Chapter 15. Corporate Powers, Duties and Safeguards
Subchapter A. General Provisions
§ 1501. Corporate capacity.
§ 1502. General powers.
§ 1503. Defense of ultra vires.
§ 1504. Adoption, amendment and contents of bylaws.
§ 1505. Persons bound by bylaws.
§ 1506. Form of execution of instruments.
§ 1507. Registered office.
§ 1508. Corporate records; inspection by shareholders.
§ 1509. Bylaws and other powers in emergency.
§ 1510. Certain specifically authorized debt terms.
§ 1511. Additional powers of certain public utility corporations.
§ 1512. Informational rights of a director.
§ 1513. Forum selection provisions.
Subchapter B. Shares and Other Securities
§ 1521. Authorized shares.
§ 1522. Issuance of shares in classes or series; board action.
§ 1523. Pricing and issuance of shares.
§ 1524. Payment for shares.
§ 1525. Stock rights and options.
§ 1526. Liability of shareholders.
§ 1527. Issuance of fractional shares or scrip.
§ 1528. Shares represented by certificates and uncertificated shares.
§ 1529. Transfer of securities; restrictions.
§ 1530. Preemptive rights of shareholders.
§ 1531. Voting powers and other rights of certain securityholders and other entities.
§ 1532. Effect of failure to surrender securities converted by reorganization.
Subchapter C. Corporate Finance
§ 1551. Distributions to shareholders.
§ 1552. Power of corporation to acquire its own shares.
§ 1553. Liability for unlawful dividends and other distributions.
§ 1554. Financial reports to shareholders.
Subchapter D. Dissenters Rights
§ 1571. Application and effect of subchapter.
§ 1572. Definitions.
§ 1573. Record and beneficial holders and owners.
§ 1574. Notice of intention to dissent.
§ 1575. Notice to demand payment.
§ 1576. Failure to comply with notice to demand payment, etc.
§ 1577. Release of restrictions or payment for shares.
§ 1578. Estimate by dissenter of fair value of shares.
§ 1579. Valuation proceedings generally.
§ 1580. Costs and expenses of valuation proceedings.
Chapter 17. Officers, Directors and Shareholders
Subchapter A. Notice and Meetings Generally
§ 1701. Applicability of subchapter.
§ 1702. Manner of giving notice.
§ 1703. Place and notice of meetings of board of directors.
§ 1704. Place and notice of meetings of shareholders.
§ 1705. Waiver of notice.
§ 1706. Modification of proposal contained in notice.
§ 1707. Exception to requirement of notice.
§ 1708. Use of conference telephone or other electronic technology.
§ 1709. Conduct of shareholders meeting.
Subchapter B. Fiduciary Duty
§ 1711. Alternative provisions.
§ 1712. Standard of care, justifiable reliance and business judgment rule.
§ 1713. Personal liability of directors.
§ 1714. Presumption of assent.
§ 1715. Exercise of powers generally.
§ 1716. Alternative standard.
§ 1717. Limitation on standing.
§ 1718. Inconsistent articles ineffective.
§ 1719. Renunciation of business opportunities.
Subchapter C. Directors and Officers
§ 1721. Board of directors.
§ 1722. Qualifications of directors.
§ 1723. Number of directors.
§ 1724. Term of office of directors.
§ 1725. Selection of directors.
§ 1726. Removal of directors.
§ 1727. Quorum of and action by directors.
§ 1728. Interested directors or officers; quorum.
§ 1729. Voting rights of directors.
§ 1730. Compensation of directors.
§ 1731. Executive and other committees of the board.
§ 1732. Officers.
§ 1733. Removal of officers and agents.
§ 1734. Officer's standard of care and justifiable reliance.
§ 1735. Personal liability of officers.
Subchapter D. Indemnification
§ 1741. Third-party actions.
§ 1742. Derivative and corporate actions.
§ 1743. Mandatory indemnification.
§ 1744. Procedure for effecting indemnification.
§ 1745. Advancing expenses.
§ 1746. Supplementary coverage.
§ 1747. Power to purchase insurance.
§ 1748. Application to surviving or new corporations.
§ 1749. Application to employee benefit plans.
§ 1750. Duration and extent of coverage.
Subchapter E. Shareholders
§ 1755. Time of holding meetings of shareholders.
§ 1756. Quorum.
§ 1757. Action by shareholders.
§ 1758. Voting rights of shareholders.
§ 1759. Voting and other action by proxy.
§ 1760. Voting by fiduciaries and pledgees.
§ 1761. Voting by joint holders of shares.
§ 1762. Voting by corporations.
§ 1763. Determination of shareholders of record.
§ 1764. Voting lists.
§ 1765. Judges of election.
§ 1766. Consent of shareholders in lieu of meeting.
§ 1767. Appointment of custodian of corporation on deadlock or other cause.
§ 1768. Voting trusts and other agreements among shareholders.
§ 1769. Minors as securityholders.
§ 1770. Interested shareholders (Repealed).
Subchapter F. Derivative Actions
§ 1781. Derivative action.
§ 1782. Eligible shareholder plaintiffs and security for costs.
§ 1783. Special litigation committee.
§ 1784. Proceeds and expenses.
Subchapter G. Judicial Supervision of Corporate Action
§ 1791. Corporate action subject to subchapter.
§ 1792. Proceedings prior to corporate action.
§ 1793. Review of contested corporate action.
Chapter 19. Fundamental Changes
Subchapter A. Preliminary Provisions
§ 1901. Omission of certain provisions from filed plans (Deleted by amendment).
§ 1902. Statement of termination.
§ 1903. Bankruptcy or insolvency proceedings.
§ 1904. De facto transaction doctrine abolished.
§ 1905. Proposal of fundamental transactions.
§ 1906. Special treatment of holders of shares of same class or series.
§ 1907. Purpose of fundamental transactions.
§ 1908. Submission of matters to shareholders.
Subchapter B. Amendment of Articles
§ 1911. Amendment of articles authorized.
§ 1912. Proposal of amendments.
§ 1913. Notice of meeting of shareholders.
§ 1914. Adoption of amendments.
§ 1915. Articles of amendment.
§ 1916. Filing and effectiveness of articles of amendment.
Subchapter C. Merger Liabilities and Sale of Assets
§ 1921. Merger and consolidation authorized (Repealed).
§ 1922. Plan of merger or consolidation (Repealed).
§ 1923. Notice of meeting of shareholders (Repealed).
§ 1924. Adoption of plan (Repealed).
§ 1925. Authorization by foreign corporations (Repealed).
§ 1926. Articles of merger or consolidation (Repealed).
§ 1927. Filing of articles of merger or consolidation (Repealed).
§ 1928. Effective date of merger or consolidation (Repealed).
§ 1929. Effect of merger or consolidation (Repealed).
§ 1929.1. Limitations on asbestos-related liabilities relating to certain mergers or consolidations.
§ 1930. Dissenters rights (Repealed).
§ 1931. Share exchanges (Repealed).
§ 1932. Voluntary transfer of corporate assets.
Subchapter D. Division (Repealed)
§ 1951 - § 1957 (Repealed).
Subchapter E. Conversion (Repealed)
§ 1961 - § 1966 (Repealed).
Subchapter F. Voluntary Dissolution and Winding Up
§ 1971. Voluntary dissolution by shareholders or incorporators.
§ 1972. Proposal of voluntary dissolution.
§ 1973. Notice of meeting of shareholders.
§ 1974. Adoption of proposal.
§ 1975. Predissolution provision for liabilities.
§ 1976. Judicial supervision of proceedings.
§ 1977. Articles of dissolution.
§ 1978. Winding up of corporation after dissolution.
§ 1979. Survival of remedies and rights after dissolution.
§ 1980. Dissolution by domestication (Repealed).
Subchapter G. Involuntary Liquidation and Dissolution
§ 1981. Proceedings upon application of shareholder or director.
§ 1982. Proceedings upon application of creditor.
§ 1983. (Reserved).
§ 1984. Appointment of receiver pendente lite and other interim powers.
§ 1985. Liquidating receiver.
§ 1986. Qualifications of receivers.
§ 1987. Proof of claims.
§ 1988. Discontinuance of proceedings; reorganization.
§ 1989. Articles of involuntary dissolution.
Subchapter H. Postdissolution Provision for Liabilities
§ 1991. Definitions.
§ 1991.1. Authority of board of directors.
§ 1992. Notice to claimants.
§ 1993. Acceptance or rejection of matured claims.
§ 1994. Disposition of unmatured claims.
§ 1995. Court proceedings.
§ 1996. No revival or waiver.
§ 1997. Payments and distributions.
§ 1998. Liability of shareholders (Repealed).
ARTICLE C. DOMESTIC BUSINESS CORPORATION
ANCILLARIES
Chapter 21. Nonstock Corporations
Subchapter A. Preliminary Provisions
§ 2101. Application and effect of chapter.
§ 2102. Formation of nonstock corporations.
§ 2103. Contents of articles and other documents of nonstock corporations.
§ 2104. Election of an existing business corporation to become a nonstock corporation.
§ 2105. Termination of nonstock corporation status.
Subchapter B. Powers, Duties and Safeguards
§ 2121. Corporate name of nonstock corporations.
§ 2122. Classes of membership.
§ 2123. Evidence of membership; liability of members.
§ 2124. Voting rights of members.
§ 2125. Inapplicability of certain provisions to nonstock corporations.
§ 2126. Dissolution of nonstock corporations.
Chapter 23. Statutory Close Corporations
Subchapter A. Preliminary Provisions
§ 2301. Application and effect of chapter.
§ 2302. Definition of minimum vote.
§ 2303. Formation of statutory close corporations.
§ 2304. Additional contents of articles of statutory close corporations.
§ 2305. Election of an existing business corporation to become a statutory close corporation.
§ 2306. Limitations on continuation of statutory close corporation status.
§ 2307. Voluntary termination of statutory close corporation status by amendment of articles.
§ 2308. Issuance or transfer of shares of a statutory close corporation in breach of qualifying conditions.
§ 2309. Involuntary termination of statutory close corporation status; proceeding to prevent loss of status.
Subchapter B. Shares
§ 2321. Shares.
§ 2322. Share transfer restrictions.
§ 2323. Transfer of shares in breach of transfer restrictions.
§ 2324. Corporation option where a restriction on transfer of a security is held invalid.
§ 2325. Sale option of estate of shareholder.
Subchapter C. Powers, Duties and Safeguards
§ 2331. Directors.
§ 2332. Management by shareholders.
§ 2333. Appointment of custodian for statutory close corporation.
§ 2334. Appointment of provisional director in certain cases.
§ 2335. Operating corporation as partnership.
§ 2336. Fundamental changes.
§ 2337. Option of shareholder to dissolve corporation.
Chapter 25. Registered Corporations
Subchapter A. Preliminary Provisions
§ 2501. Application and effect of chapter.
§ 2502. Registered corporation status.
§ 2503. Acquisition of registered corporation status.
§ 2504. Termination of registered corporation status.
Subchapter B. Powers, Duties and Safeguards
§ 2511. Financial reports to shareholders.
§ 2512. Dissenters rights procedure.
§ 2513. Disparate treatment of certain persons.
Subchapter C. Directors and Shareholders
§ 2521. Call of special meetings of shareholders.
§ 2522. Adjournment or postponement of meeting of shareholders.
§ 2523. Quorum at shareholder meetings.
§ 2524. Consent of shareholders in lieu of meeting.
§ 2525. Appointment of custodian.
§ 2526. Voting rights of directors.
§ 2527. Authority of board of directors.
§ 2528. Notice of shareholder meetings.
§ 2529. Voting lists.
§ 2530. Qualifications of directors.
Subchapter D. Fundamental Changes Generally
§ 2535. Proposal of amendment to articles.
§ 2536. Application by director for involuntary dissolution.
§ 2537. Dissenters rights in asset transfers.
§ 2538. Approval of transactions with interested shareholders.
§ 2539. Adoption of plan of merger by board of directors.
Subchapter E. Control Transactions
§ 2541. Application and effect of subchapter.
§ 2542. Definitions.
§ 2543. Controlling person or group.
§ 2544. Right of shareholders to receive payment for shares.
§ 2545. Notice to shareholders.
§ 2546. Shareholder demand for fair value.
§ 2547. Valuation procedures.
§ 2548. Coordination with control transaction.
Subchapter F. Business Combinations
§ 2551. Application and effect of subchapter.
§ 2552. Definitions.
§ 2553. Interested shareholder.
§ 2554. Business combination.
§ 2555. Requirements relating to certain business combinations.
§ 2556. Certain minimum conditions.
Subchapter G. Control-Share Acquisitions
§ 2561. Application and effect of subchapter.
§ 2562. Definitions.
§ 2563. Acquiring person safe harbor.
§ 2564. Voting rights of shares acquired in a control-share acquisition.
§ 2565. Procedure for establishing voting rights of control shares.
§ 2566. Information statement of acquiring person.
§ 2567. Redemption.
§ 2568. Board determinations.
Subchapter H. Disgorgement by Certain Controlling Shareholders Following Attempts to Acquire Control
§ 2571. Application and effect of subchapter.
§ 2572. Policy and purpose.
§ 2573. Definitions.
§ 2574. Controlling person or group safe harbor.
§ 2575. Ownership by corporation of profits resulting from certain transactions.
§ 2576. Enforcement actions.
Subchapter I. Severance Compensation for Employees Terminated Following Certain Control-Share Acquisitions
§ 2581. Definitions.
§ 2582. Severance compensation.
§ 2583. Enforcement and remedies.
Subchapter J. Business Combination Transactions - Labor Contracts
§ 2585. Application and effect of subchapter.
§ 2586. Definitions.
§ 2587. Labor contracts preserved in business combination transactions.
§ 2588. Civil remedies.
Chapter 27. Management Corporations
Subchapter A. Preliminary Provisions
§ 2701. Application and effect of chapter.
§ 2702. Formation of management corporations.
§ 2703. Additional contents of articles of management corporations.
§ 2704. Election of an existing business corporation to become a management corporation.
§ 2705. Termination and renewal of status as a management corporation.
Subchapter B. Directors and Shareholders
§ 2711. Selection and removal of directors.
§ 2712. Shareholder meetings unnecessary.
Subchapter C. Fundamental Changes
§ 2721. Bylaw and fundamental change procedures.
§ 2722. Changes in authorized shares.
Chapter 29. Professional Corporations
Subchapter A. Preliminary Provisions
§ 2901. Application and effect of chapter.
§ 2902. Definitions and index of definitions.
§ 2903. Formation of professional corporations.
§ 2904. Election of an existing business corporation to become a professional corporation.
§ 2905. Election of professional associations to become professional corporations.
§ 2906. Termination of professional corporation status.
§ 2907. Proceedings to terminate breach of qualifying conditions.
Subchapter B. Powers, Duties and Safeguards
§ 2921. Corporate name.
§ 2922. Stated purposes.
§ 2923. Issuance and retention of shares.
§ 2924. Rendering professional services.
§ 2925. Professional relationship retained.
Chapter 31. Insurance Corporations
Subchapter A. Preliminary Provisions
§ 3101. Application and effect of chapter.
§ 3102. Definitions.
Subchapter B. Powers, Duties and Safeguards
§ 3121. Bylaws.
§ 3122. Distributions by insurance corporations.
Subchapter C. Officers, Directors and Shareholders
§ 3131. Directors.
§ 3132. Officers.
§ 3133. Notice of meetings of members of mutual insurance companies.
§ 3134. Quorum at shareholder or member meetings.
§ 3135. Proxies of members of mutual insurance companies.
§ 3136. Judges of election.
§ 3137. Appointment of custodian.
§ 3138. Judicial supervision of corporate action.
Chapter 33. Benefit Corporations
Subchapter A. Preliminary Provisions
§ 3301. Application and effect of chapter.
§ 3302. Definitions.
§ 3303. Formation of benefit corporations.
§ 3304. Election of benefit corporation status.
§ 3305. Termination of benefit corporation status.
Subchapter B. Corporate Purposes
§ 3311. Corporate purposes.
Subchapter C. Accountability
§ 3321. Standard of conduct for directors.
§ 3322. Benefit director.
§ 3323. Standard of conduct for officers.
§ 3324. Benefit officer.
§ 3325. Right of action.
Subchapter D. Transparency
§ 3331. Annual benefit report.
ARTICLE D. FOREIGN BUSINESS CORPORATIONS
Chapter 41. Foreign Business Corporations
Subchapter A. Preliminary Provisions
§ 4101. Application of article.
§ 4102. Foreign domiciliary corporations.
§ 4103. Acquisition of foreign domiciliary corporation status.
§ 4104. Termination of foreign domiciliary corporation status.
Subchapter B. Qualification
§ 4121. Admission of foreign corporations (Repealed).
§ 4122. Excluded activities (Repealed).
§ 4123. Requirements for foreign corporation names (Repealed).
§ 4124. Advertisement of registration to do business.
§ 4125. Issuance of certificate of authority (Repealed).
§ 4126. Amended certificate of authority (Repealed).
§ 4127. Merger, consolidation or division of qualified foreign corporations (Repealed).
§ 4128. Revocation of certificate of authority (Repealed).
§ 4129. Advertisement of termination of registration to do business.
§ 4130. Change of address after withdrawal (Repealed).
§ 4131. Registration of name (Repealed).
Subchapter C. Powers, Duties and Liabilities
§ 4141. Penalty for doing business without certificate of authority (Repealed).
§ 4142. General powers and duties of qualified foreign corporations (Repealed).
§ 4143. General powers and duties of nonqualified foreign corporations (Repealed).
§ 4144. Registered office of qualified foreign corporations (Repealed).
§ 4145. Applicability of certain safeguards to foreign domiciliary corporations.
§ 4146. Provisions applicable to all foreign corporations.
Subchapter D. Domestication (Repealed)
§ 4161 - § 4162 (Repealed).
SUBPART C. NONPROFIT CORPORATIONS
ARTICLE A. PRELIMINARY PROVISIONS
Chapter 51. General Provisions
§ 5101. Short titles.
§ 5102. Application of subpart.
§ 5103. Definitions.
§ 5104. Other general provisions (Deleted by amendment).
§ 5105. Restriction on equitable relief.
§ 5106. Uniform application of subpart.
§ 5107. Subordination of subpart to canon law.
§ 5108. Limitation on incorporation.
§ 5109. Execution of documents.
§ 5110. Annual report (Repealed).
ARTICLE B. DOMESTIC NONPROFIT CORPORATIONS
GENERALLY
Subchapter A. Incorporation Generally
§ 5301. Purposes.
§ 5302. Number and qualifications of incorporators.
§ 5303. Corporate name (Repealed).
§ 5304. Required name changes by senior corporations (Repealed).
§ 5305. Reservation of corporate name (Repealed).
§ 5306. Articles of incorporation.
§ 5307. Advertisement.
§ 5308. Filing of articles.
§ 5309. Effect of filing of articles of incorporation.
§ 5310. Organization meeting.
§ 5311. Filing of statement of summary of record by certain corporations.
Subchapter B. Special Procedures Applicable to Certain Corporations
§ 5331. Incorporation of unincorporated associations.
Subchapter C. Revival
§ 5341. Statement of revival.
Chapter 55. Corporate Powers, Duties and Safeguards
Subchapter A. General Provisions
§ 5501. Corporate capacity.
§ 5502. General powers.
§ 5503. Defense of ultra vires.
§ 5504. Adoption, amendment and contents of bylaws.
§ 5505. Persons bound by bylaws.
§ 5506. Form of execution of instruments.
§ 5507. Registered office.
§ 5508. Corporate records; inspection by members.
§ 5509. Bylaws and other powers in emergency.
§ 5510. Certain specifically authorized debt terms.
§ 5511. Establishment of subordinate units.
§ 5512. Informational rights of a director.
§ 5513. Forum selection provisions.
Subchapter B. Financial Matters
§ 5541. Capital contributions of members.
§ 5542. Subventions.
§ 5543. Debt and security interests.
§ 5543.1. Usury not a defense (Repealed).
§ 5544. Dues and assessments.
§ 5545. Income from corporate activities.
§ 5546. Purchase, sale, mortgage and lease of real property.
§ 5546.1. Insolvency or bankruptcy (Repealed).
§ 5547. Authority to take and hold trust property.
§ 5548. Investment of trust funds.
§ 5548.1. Nonjudicial settlement agreement.
§ 5549. Transfer of trust or other assets to institutional trustee.
§ 5550. Devises, bequests and gifts after certain fundamental changes.
§ 5551. Dividends prohibited; compensation and certain payments authorized.
§ 5552. (Reserved).
§ 5553. Liabilities of members.
§ 5554. Annual report of directors or other body.
Subchapter C. Common Trust Funds
§ 5585. Establishment or use of common trust funds authorized.
§ 5586. Restrictions on investments.
§ 5587. Determination of interests.
§ 5588. Amortization of premiums on securities held.
§ 5589. Records; ownership of assets.
Chapter 57. Officers, Directors and Members
Subchapter A. Notice and Meetings Generally
§ 5701. Applicability of subchapter.
§ 5702. Manner of giving notice.
§ 5702.1. Optional procedures for giving of notice (Repealed).
§ 5703. Place and notice of meetings of board of directors or other body.
§ 5704. Place and notice of meetings of members.
§ 5705. Waiver of notice.
§ 5706. Modification of proposal contained in notice.
§ 5707. Exception to requirement of notice.
§ 5708. Use of conference telephone or other electronic technology.
§ 5709. Conduct of members meeting.
Subchapter B. Fiduciary Duty
§ 5711. Alternative provisions.
§ 5712. Standard of care, justifiable reliance and business judgment rule.
§ 5713. Personal liability of directors.
§ 5714. Presumption of assent.
§ 5715. Exercise of powers generally.
§ 5716. Alternative standard.
§ 5717. Limitation on standing.
§ 5718. (Reserved).
§ 5719. Renunciation of corporate opportunities.
Subchapter C. Directors, Officers and Members of An Other Body
§ 5721. Board of directors.
§ 5722. Qualifications of directors.
§ 5723. Number of directors.
§ 5724. Term of office of directors.
§ 5725. Selection of directors.
§ 5726. Removal of directors.
§ 5727. Quorum of and action by directors.
§ 5728. Interested directors or officers; quorum.
§ 5729. Voting rights of directors.
§ 5730. Compensation of directors.
§ 5731. Executive and other committees of the board.
§ 5732. Officers.
§ 5733. Removal of officers and agents.
§ 5733.1. Officer's standard of care and justifiable reliance.
§ 5733.2. Personal liability of officers.
§ 5734. Other body.
Subchapter D. Indemnification
§ 5741. Third-party actions.
§ 5742. Derivative and corporate actions.
§ 5743. Mandatory indemnification.
§ 5744. Procedure for effecting indemnification.
§ 5745. Advancing expenses.
§ 5746. Supplementary coverage.
§ 5747. Power to purchase insurance.
§ 5748. Application to surviving or new corporations.
§ 5749. Application to employee benefit plans.
§ 5750. Duration and extent of coverage.
Subchapter E. Members
§ 5751. Classes and qualifications of membership.
§ 5752. Organization on a stock share basis.
§ 5753. Membership certificates.
§ 5754. Members grouped in local units.
§ 5755. Time of holding meetings of members.
§ 5756. Quorum.
§ 5757. Action by members.
§ 5758. Voting rights of members.
§ 5759. Voting and other action by proxy.
§ 5760. (Reserved).
§ 5761. (Reserved).
§ 5762. Voting by corporations.
§ 5763. Determination of members of record.
§ 5764. (Reserved).
§ 5764.1. Actions by members to enforce a secondary right (Repealed).
§ 5765. Judges of election.
§ 5766. Consent of members in lieu of meeting.
§ 5767. Appointment of custodian of corporation on deadlock or other cause.
§ 5768. Reduction of membership below stated number.
§ 5769. Termination and transfer of membership.
§ 5770. Voting powers and other rights of certain securityholders and other entities.
Subchapter F. Derivative Actions
§ 5781. Derivative action.
§ 5782. Eligible member plaintiffs and security for costs.
§ 5783. Special litigation committee.
§ 5784. Proceeds and expenses.
Subchapter G. Judicial Supervision of Corporate Action
§ 5791. Corporate action subject to subchapter.
§ 5792. Proceedings prior to corporate action.
§ 5793. Review of contested corporate action.
Chapter 59. Amendments, Sale of Assets and Dissolution
Subchapter A. Preliminary Provisions
§ 5901. Omission of certain provisions from filed plans (Deleted by amendment).
§ 5902. Statement of termination.
§ 5903. Bankruptcy or insolvency proceedings.
§ 5904. (Reserved).
§ 5905. Proposal of fundamental transactions.
Subchapter B. Amendment of Articles
§ 5911. Amendment of articles authorized.
§ 5912. Proposal of amendments.
§ 5913. Notice of meeting of members.
§ 5914. Adoption of amendments.
§ 5915. Articles of amendment.
§ 5916. Filing and effectiveness of articles of amendment.
Subchapter C. Sale of Assets
§ 5921. Merger and consolidation authorized (Repealed).
§ 5922. Plan of merger or consolidation (Repealed).
§ 5923. Notice of meeting of members (Repealed).
§ 5924. Adoption of plan (Repealed).
§ 5925. Authorization by foreign corporations (Repealed).
§ 5926. Articles of merger or consolidation (Repealed).
§ 5927. Filing of articles of merger or consolidation (Repealed).
§ 5928. Effective date of merger or consolidation (Repealed).
§ 5929. Effect of merger or consolidation (Repealed).
§ 5930. Voluntary transfer of corporate assets.
Subchapter D. (Reserved)
§ 5951. Division authorized (Repealed).
§ 5952. Proposal and adoption of plan of division (Repealed).
§ 5953. Division without member approval (Repealed).
§ 5954. Articles of division (Repealed).
§ 5955. Filing of articles of division (Repealed).
§ 5956. Effective date of division (Repealed).
§ 5957. Effect of division (Repealed).
Subchapter E. Conversion (Repealed)
§ 5961 - § 5966 (Repealed).
Subchapter F. Voluntary Dissolution and Winding Up
§ 5971. Voluntary dissolution by members or incorporators.
§ 5972. Proposal of voluntary dissolution.
§ 5973. Notice of meeting of members.
§ 5974. Adoption of proposal.
§ 5974.1. Articles of election to dissolve (Repealed).
§ 5974.2. Articles rescinding election to dissolve (Repealed).
§ 5975. Predissolution provision for liabilities.
§ 5976. Judicial supervision of proceedings.
§ 5977. Articles of dissolution.
§ 5978. Winding up of corporation after dissolution.
§ 5979. Survival of remedies and rights after dissolution.
§ 5980. Dissolution by domestication (Repealed).
Subchapter G. Involuntary Liquidation and Dissolution
§ 5981. Proceedings upon application of member or director.
§ 5982. Proceedings upon application of creditor.
§ 5983. Proceedings upon petition of superior religious organization.
§ 5984. Appointment of receiver pendente lite and other interim powers.
§ 5985. Liquidating receiver.
§ 5986. Qualifications of receivers.
§ 5987. Proofs of claims.
§ 5988. Discontinuance of proceedings; reorganization.
§ 5989. Articles of involuntary dissolution.
Subchapter H. Postdissolution Provision for Liabilities
§ 5991. Definitions.
§ 5991.1. Authority of board of directors.
§ 5992. Notice to claimants.
§ 5993. Acceptance or rejection of matured claims.
§ 5994. Disposition of unmatured claims.
§ 5995. Court proceedings.
§ 5996. No revival or waiver.
§ 5997. Payments and distributions.
§ 5998. Liability of members (Repealed).
ARTICLE C. FOREIGN NONPROFIT CORPORATIONS
Chapter 61. Foreign Nonprofit Corporations
Subchapter A. Preliminary Provisions
§ 6101. Application of article.
§ 6102. Foreign domiciliary corporations.
§ 6103. Acquisition of foreign domiciliary corporation status.
§ 6104. Termination of foreign domiciliary corporation status.
Subchapter B. Qualification
§ 6121. Admission of foreign corporations (Repealed).
§ 6122. Excluded activities (Repealed).
§ 6123. Requirements for foreign corporation names (Repealed).
§ 6124. Advertisement of registration to do business.
§ 6125. Issuance of certificate of authority (Repealed).
§ 6126. Amended certificate of authority (Repealed).
§ 6127. Merger, consolidation or division of qualified foreign corporations (Repealed).
§ 6128. Revocation of certificate of authority (Repealed).
§ 6129. Advertisement of termination of registration to do business.
§ 6130. Change of address after withdrawal (Repealed).
§ 6131. Registration of name (Repealed).
Subchapter C. Powers, Duties and Liabilities
§ 6141. Penalty for doing business without certificate of authority (Repealed).
§ 6142. General powers and duties of qualified foreign corporations (Repealed).
§ 6143. General powers and duties of nonqualified foreign corporations (Repealed).
§ 6144. Registered office of qualified foreign corporations (Repealed).
§ 6145. Applicability of certain safeguards to foreign domiciliary corporations.
§ 6146. Provisions applicable to all foreign corporations.
Subchapter D. Domestication (Repealed)
§ 6161 - § 6162 (Repealed).
SUBPART D. COOPERATIVE CORPORATIONS
ARTICLE A. COOPERATIVE CORPORATIONS GENERALLY
Chapter 71. Cooperative Corporations Generally
Subchapter A. General Provisions
§ 7101. Short title of subpart.
§ 7102. Cooperative corporations generally.
§ 7103. Use of term "cooperative" in corporate name.
§ 7104. Election of an existing business corporation to become a cooperative corporation.
§ 7105. Termination of status as a cooperative corporation for profit.
§ 7106. Election of an existing nonprofit corporation to become a cooperative corporation.
§ 7107. Termination of nonprofit cooperative corporation status.
Subchapter B. Membership and Corporate Finance
§ 7111. Voting rights.
§ 7112. Distributions.
Subchapter C. Cooperative Contracts
§ 7121. Cooperative contracts generally.
§ 7122. Notice of cooperative contracts.
§ 7123. Filing procedures.
§ 7124. Relief against breach or threatened breach of contract; penalty for interference.
§ 7125. Action for civil penalty for inducing breach or spreading false reports.
ARTICLE B. DOMESTIC COOPERATIVE CORPORATION
ANCILLARIES
Chapter 73. Electric Cooperative Corporations
Subchapter A. Preliminary Provisions
§ 7301. Short titles.
§ 7302. Application of chapter.
§ 7303. Definitions.
§ 7304. Number and qualifications of incorporators.
§ 7305. Purpose.
§ 7306. Articles of incorporation.
§ 7307. Prohibition on use of words "electric cooperative."
§ 7308. Liberal construction.
Subchapter B. Powers, Duties and Safeguards
§ 7321. Special powers and limitations.
§ 7322. Bylaws.
§ 7323. Exemption of members from liability for debts of corporation.
§ 7324. Qualifications of members.
§ 7325. Annual meeting of members.
§ 7326. Voting by members.
§ 7327. Certificates of membership.
§ 7328. Quorum of members.
§ 7329. Directors.
§ 7330. Nonprofit operation.
§ 7331. Merger, division or sale of assets.
§ 7332. Dissolution.
§ 7333. License fee; exemption from excise taxes.
§ 7334. Exemption from jurisdiction of Public Utility Commission.
§ 7335. Limited exemption from Securities Act.
Subchapter C. Unincorporated Area Certified Territory
§ 7351. Application of subchapter.
§ 7352. Definitions.
§ 7353. Geographical areas.
§ 7354. Boundaries of certified territories; hearings.
§ 7355. Obligations and rights within certified territory; new electric-consuming facilities.
§ 7356. Borderline service.
§ 7357. Effect of incorporation, annexation or consolidation.
§ 7358. Enforcement of compliance by commission.
§ 7359. Expenses.
Chapter 74. Generation Choice for Customers of Electric Cooperatives (Expired)
§ 7401 - § 7411 (Expired).
Chapter 75. Cooperative Agricultural Associations
Subchapter A. Preliminary Provisions
§ 7501. Short title of chapter.
§ 7502. Application of chapter.
§ 7503. Definitions.
§ 7504. Policy.
§ 7505. Number and qualifications of incorporators.
§ 7506. Purposes.
§ 7507. Articles of incorporation.
Subchapter B. Powers, Duties and Safeguards
§ 7521. Special powers and limitations.
§ 7522. Records of salary or other payments.
§ 7523. Members.
§ 7524. Issuance of shares.
§ 7525. Sale, transfer or redemption of shares.
§ 7526. Termination of membership.
§ 7527. Voting by proxy or mail.
§ 7528. Meetings.
§ 7529. Fundamental changes.
§ 7530. Bylaws.
§ 7531. Directors.
§ 7532. Removal of directors.
§ 7533. Officers.
§ 7534. Marketing arrangements.
§ 7535. Patronage distributions.
§ 7536. Audit of operations.
§ 7537. Contract assignments to association.
§ 7538. Exemption from tax on capital stock and indebtedness.
Chapter 77. Workers' Cooperative Corporations
§ 7701. Short title of chapter.
§ 7702. Definitions.
§ 7703. Corporations.
§ 7704. Articles of incorporation.
§ 7705. Capital stock.
§ 7706. Internal capital accounts and net worth.
§ 7707. Voting.
§ 7708. Acceptance and termination of membership.
§ 7709. Power to buy, sell or trade.
§ 7710. Individual liability of members.
§ 7711. Corporate powers.
§ 7712. Investment of capital stock in other corporations.
§ 7713. Meetings.
§ 7714. Records.
§ 7715. Audit.
§ 7716. Directors and officers.
§ 7717. Patronage distributions.
§ 7718. Indemnity.
§ 7719. Unlawful dividends.
§ 7720. Amendments of articles.
§ 7721. Bylaws.
§ 7722. Benefits bestowed on associations by compliance with this chapter.
§ 7723. Dissolution.
§ 7724. Conversion to a corporation governed by the Business Corporation Law.
§ 7725. Savings provisions.
§ 7726. Applicability.
Chapter 79. Fundamental Changes (Transferred)
Subchapter A. Amendment of Articles (Transferred)
§ 7901 - § 7906 (Transferred)
Subchapter B. Merger, Consolidation and Sale of Assets (Transferred)
§ 7921 - § 7930 (Transferred)
Subchapter C. Division (Transferred)
§ 7941 - § 7946 (Transferred)
Subchapter D. Conversion (Transferred)
§ 7951 - § 7956 (Transferred)
Subchapter E. Voluntary Dissolution and Winding Up (Transferred)
§ 7961 - § 7971 (Transferred)
Subchapter F. Involuntary Liquidation and Dissolution (Transferred)
§ 7981 - § 7990 (Transferred)
PART III. PARTNERSHIPS AND LIMITED LIABILITY
COMPANIES
Chapter 81. General Provisions
§ 8101. Short title of part.
§ 8102. Interchangeability of partnership, limited liability company and corporate forms of organization.
§ 8103. Continuation of certain limited partnerships and limited liability companies (Repealed).
§ 8104. Reserved power of General Assembly.
§ 8105. Ownership of certain professional partnerships and limited liability companies.
§ 8106. Failure to observe formalities.
Chapter 82. Limited Liability Partnerships and Limited Liability Limited Partnerships
Subchapter A. Domestic Limited Liability Partnerships and Limited Liability Limited Partnerships
§ 8201. Scope.
§ 8202. Definitions.
§ 8203. Name (Repealed).
§ 8204. Limitation on liability of partners.
§ 8205. Liability of withdrawing partner (Repealed).
§ 8206. Insurance (Repealed).
§ 8207. Extraterritorial application of subchapter.
Subchapter B. Foreign Registered Limited Liability Partnerships (Repealed)
§ 8211 (Repealed)
Subchapter C. Annual Registration
§ 8221. Annual registration.
Subchapter D. Distributions
§ 8231. Limitations on distributions by limited liability partnership.
§ 8232. Liability for improper distributions by limited liability partnership.
Subchapter E. Dissolution
§ 8241. Known claims against dissolved limited liability partnership.
§ 8242. Other claims against dissolved limited liability partnership.
§ 8243. Court proceedings.
§ 8244. Liability of partner when claim against partnership barred.
Chapter 83. General Partnerships (Repealed)
Subchapter A. Preliminary Provisions (Repealed)
§ 8301 - § 8305 (Repealed)
Subchapter B. Nature of a Partnership (Repealed)
§ 8311 - § 8313 (Repealed)
Subchapter C. Relation of Partners to Persons Dealing With the Partnership (Repealed)
§ 8321 - § 8329 (Repealed)
Subchapter D. Relations of Partners to One Another (Repealed)
§ 8331 - § 8336 (Repealed)
Subchapter E. Property Rights of a Partner (Repealed)
§ 8341 - § 8345 (Repealed)
Subchapter F. Dissolution and Winding Up (Repealed)
§ 8351 - § 8365 (Repealed)
Chapter 84. General Partnerships
Subchapter A. General Provisions
§ 8411. Short title and application of chapter.
§ 8412. Definitions.
§ 8413. Knowledge and notice.
§ 8414. Governing law.
§ 8415. Contents of partnership agreement.
§ 8416. Application of partnership agreement.
§ 8417. Amendment and effect of partnership agreement.
§ 8418. Signing of filed documents.
§ 8419. Liability of general partner or other person for false or missing information in filed document.
Subchapter B. Nature of Partnership
§ 8421. Partnership as entity.
§ 8422. Formation of partnership.
§ 8423. Partnership property.
§ 8424. When property is partnership property.
Subchapter C. Relations of Partners to Persons Dealing with Partnership
§ 8431. Partner agent of partnership.
§ 8432. Transfer of partnership property.
§ 8433. Certificate of partnership authority.
§ 8434. Certificate of denial.
§ 8435. Partnership liable for partner's actionable conduct.
§ 8436. Partner's liability.
§ 8437. Actions by and against partnership and partners.
§ 8438. Liability of purported partner.
Subchapter D. Relations of Partners to Each Other and to Partnership
§ 8441. Partner's rights and duties.
§ 8442. Becoming a partner.
§ 8443. Form of contribution.
§ 8444. Liability for contribution.
§ 8445. Sharing of and right to distribution before dissolution.
§ 8446. Rights to information.
§ 8447. Standards of conduct for partners.
§ 8448. Actions by partnership and partners.
§ 8449. Continuation of partnership beyond definite term or particular undertaking.
Subchapter E. Transferable Interests and Rights of Transferees and Creditors
§ 8451. Partner not co-owner of partnership property.
§ 8452. Nature of transferable interest.
§ 8453. Transfer of transferable interest.
§ 8454. Charging order.
§ 8455. Power of personal representative of deceased partner.
Subchapter F. Dissociation
§ 8461. Events causing dissociation.
§ 8462. Power to dissociate as partner and wrongful dissociation.
§ 8463. Effects of dissociation.
Subchapter G. Dissociation as Partner if Business Not Wound Up
§ 8471. Purchase of interest of person dissociated as partner.
§ 8472. Power to bind and liability of person dissociated as partner.
§ 8473. Liability of person dissociated as partner to other persons.
§ 8474. Certificate of dissociation.
§ 8475. Continued use of partnership name.
Subchapter H. Dissolution and Winding Up
§ 8481. Events causing dissolution.
§ 8482. Winding up and filing of certificates.
§ 8483. (Reserved).
§ 8484. Power to bind partnership after dissolution.
§ 8485. Liability after dissolution.
§ 8486. Disposition of assets in winding up and required contributions.
Chapter 85. Limited Partnerships (Repealed)
Subchapter A. Preliminary Provisions (Repealed)
§ 8501 - § 8510 (Repealed)
Subchapter B. Formation (Repealed)
§ 8511 - § 8520 (Repealed)
Subchapter C. Limited Partners (Repealed)
§ 8521 - § 8525 (Repealed)
Subchapter D. General Partners (Repealed)
§ 8531 - § 8535 (Repealed)
Subchapter E. Finance (Repealed)
§ 8541 - § 8544 (Repealed)
Subchapter F. Merger and Consolidation (Repealed)
§ 8545 - § 8549 (Repealed)
Subchapter G. Distributions and Withdrawal (Repealed)
§ 8551 - § 8558 (Repealed)
Subchapter H. Assignment of Partnership Interests (Repealed)
§ 8561 - § 8565 (Repealed)
Subchapter I. Dissolution (Repealed)
§ 8571 - § 8575 (Repealed)
Subchapter J. Division (Repealed)
§ 8576 - § 8580 (Repealed)
Subchapter K. Foreign Limited Partnerships (Repealed)
§ 8581 - § 8590 (Repealed)
Subchapter L. Derivative Actions (Repealed)
§ 8591 - § 8594 (Repealed)
Chapter 86. Limited Partnerships
Subchapter A. General Provisions
§ 8611. Short title and application of chapter.
§ 8612. Definitions.
§ 8613. Knowledge and notice.
§ 8614. Governing law.
§ 8615. Contents of partnership agreement.
§ 8616. Application of partnership agreement.
§ 8617. Amendment and effect of partnership agreement.
§ 8618. Required information.
§ 8619. Dual capacity.
§ 8620. Characteristics of limited partnership.
Subchapter B. Formation and Filings
§ 8621. Formation of limited partnership and certificate of limited partnership.
§ 8622. Amendment or restatement of certificate of limited partnership.
§ 8623. Signing of filed documents.
§ 8624. Liability of general partner for false or missing information in filed document.
§ 8625. Registered office.
Subchapter C. Limited Partners
§ 8631. Becoming a limited partner.
§ 8632. No agency power of limited partner as limited partner.
§ 8633. No liability as limited partner for limited partnership obligations.
§ 8634. Limited partner rights to information.
§ 8635. Limited duties of limited partners.
§ 8636. Person erroneously believing self to be limited partner.
Subchapter D. General Partners
§ 8641. Becoming a general partner.
§ 8642. General partner agent of limited partnership.
§ 8643. Limited partnership liable for general partner's actionable conduct.
§ 8644. General partner's liability.
§ 8645. Actions by and against partnership and partners.
§ 8646. Management rights.
§ 8647. General partner rights to information.
§ 8648. Reimbursement, indemnification, advancement and insurance.
§ 8649. Standards of conduct for general partners.
Subchapter E. Contributions and Distributions
§ 8651. Form of contribution.
§ 8652. Liability for contribution.
§ 8653. Sharing of and right to distributions before dissolution.
§ 8654. Limitations on distributions.
§ 8655. Liability for improper distributions.
Subchapter F. Dissociation
§ 8661. Dissociation as limited partner.
§ 8662. Effects of dissociation as limited partner.
§ 8663. Dissociation as general partner.
§ 8664. Power to dissociate as general partner and wrongful dissociation.
§ 8665. Effects of dissociation as general partner.
§ 8666. Power to bind and liability of person dissociated as general partner.
§ 8667. Liability of person dissociated as general partner to other persons.
Subchapter G. Transferable Interests and Rights of Transferees and Creditors
§ 8671. Nature of transferable interest.
§ 8672. Transfer of transferable interest.
§ 8673. Charging order.
§ 8674. Power of personal representative of deceased partner.
Subchapter H. Dissolution and Winding Up
§ 8681. Events causing dissolution.
§ 8681.1. Voluntary termination by partners.
§ 8682. Winding up and filing of certificates.
§ 8683. (Reserved).
§ 8684. Power to bind partnership after dissolution.
§ 8685. General partner liability after dissolution.
§ 8686. Known claims against dissolved limited partnership.
§ 8687. Other claims against dissolved limited partnership.
§ 8688. Court proceedings.
§ 8689. General partner liability when claim against limited partnership barred.
§ 8690. Disposition of assets in winding up and required contributions.
Subchapter I. Actions by Partners
§ 8691. Direct action by partner.
§ 8692. Derivative action.
§ 8693. Eligible partner plaintiffs and security for costs.
§ 8694. Special litigation committee.
§ 8695. Proceeds and expenses.
Chapter 87. Electing Partnerships
§ 8701. Scope and definition.
§ 8702. Centralized management.
§ 8703. Continuity of life.
§ 8704. Free transferability of interests.
§ 8705. Limited liability in certain cases.
§ 8706. One person as both partner and employee.
§ 8707. Modification by agreement.
§ 8708. Taxation of electing partnerships.
Chapter 88. Limited Liability Companies
Subchapter A. General Provisions
§ 8811. Short title and application of chapter.
§ 8812. Definitions.
§ 8813. Knowledge and notice.
§ 8814. Governing law.
§ 8815. Contents of operating agreement.
§ 8816. Application of operating agreement.
§ 8817. Amendment and effect of operating agreement.
§ 8818. Characteristics of limited liability company.
§ 8819. Powers.
Subchapter B. Formation and Filings
§ 8821. Formation of limited liability company and certificate of organization.
§ 8822. Amendment or restatement of certificate of organization.
§ 8823. Signing of filed documents.
§ 8824. Liability of member, manager or other person for false or missing information in filed document.
§ 8825. Registered office.
Subchapter C. Relations of Members and Managers to Persons Dealing with Limited Liability Company
§ 8831. Status of member or manager as agent.
§ 8832. Certificate of authority.
§ 8833. Certificate of denial.
§ 8834. Liability of members and managers.
§ 8835. Taxation of limited liability companies.
Subchapter D. Relations of Members to Each Other and to Limited Liability Company
§ 8841. Becoming a member.
§ 8842. Form of contribution.
§ 8843. Liability for contributions.
§ 8844. Sharing of and right to distributions before dissolution.
§ 8845. Limitations on distributions.
§ 8846. Liability for improper distributions.
§ 8847. Management of limited liability company.
§ 8848. Reimbursement, indemnification, advancement and insurance.
§ 8849. (Reserved).
§ 8849.1. Standards of conduct for members.
§ 8849.2. Standards of conduct for managers.
§ 8850. Rights to information.
Subchapter E. Transferable Interests and Rights of Transferees and Creditors
§ 8851. Nature of transferable interest.
§ 8852. Transfer of transferable interest.
§ 8853. Charging order.
§ 8854. Power of personal representative of deceased member.
Subchapter F. Dissociation
§ 8861. Events causing dissociation.
§ 8862. Power to dissociate and wrongful dissociation.
§ 8863. Effects of dissociation.
Subchapter G. Dissolution and Winding Up
§ 8871. Events causing dissolution.
§ 8872. Winding up and filing of certificates.
§ 8873. (Reserved).
§ 8874. Known claims against dissolved limited liability company.
§ 8875. Other claims against dissolved limited liability company.
§ 8876. Court proceedings.
§ 8877. Disposition of assets in winding up.
§ 8878. Voluntary termination by members or organizers.
Subchapter H. Actions by Members
§ 8881. Direct action by member.
§ 8882. Derivative action.
§ 8883. Eligible plaintiffs and security for costs.
§ 8884. Special litigation committee.
§ 8885. Proceeds and expenses.
Subchapter I. Benefit Companies
§ 8891. Application and effect of subchapter.
§ 8892. Definitions.
§ 8893. Benefit company status.
§ 8894. Purposes.
§ 8895. Standard of conduct for members.
§ 8896. Standard of conduct for managers and officers.
§ 8897. Right of action.
§ 8898. Annual benefit report.
Chapter 89. Limited Liability Companies
Subchapter A. Preliminary Provisions (Repealed)
§ 8901 - § 8908 (Repealed)
Subchapter B. Organization (Repealed)
§ 8911 - § 8916 (Repealed)
Subchapter C. Powers, Duties and Safeguards (Repealed)
§ 8921 - § 8926 (Repealed)
Subchapter D. Financial Provisions (Repealed)
§ 8931 - § 8935 (Repealed)
Subchapter E. Management and Members (Repealed)
§ 8941 - § 8948 (Repealed)
Subchapter F. Amendment of Certificate (Repealed)
§ 8951 (Repealed)
Subchapter G. Mergers and Consolidations (Repealed)
§ 8956 - § 8959 (Repealed)
Subchapter H. Division (Repealed)
§ 8961 - § 8965 (Repealed)
Subchapter I. Dissolution (Repealed)
§ 8971 - § 8978 (Repealed)
Subchapter J. Foreign Companies (Repealed)
§ 8981 - § 8982 (Repealed)
Subchapter K. Actions (Repealed)
§ 8991 - § 8993 (Repealed)
Subchapter L. Restricted Professional Companies
§ 8995. Application and effect of subchapter.
§ 8996. Restrictions.
§ 8997. Taxation of restricted professional companies.
§ 8998. Annual registration.
PART IV. UNINCORPORATED ASSOCIATIONS
Chapter 91. Unincorporated Nonprofit Associations
§ 9101. Customary parliamentary law applicable (Repealed).
§ 9102. Funeral and similar benefits (Repealed).
§ 9103. Nontransferable membership interests (Repealed).
§ 9111. Short title and application of chapter.
§ 9112. Definitions.
§ 9113. Governing law.
§ 9114. Entity status.
§ 9115. Ownership and transfer of property.
§ 9116. Statement of authority as to real property.
§ 9117. Liability.
§ 9118. Assertion and defense of claims.
§ 9119. Effect of judgment or order.
§ 9120. Appointment of agent to receive service of process.
§ 9121. Action or proceeding not abated by change of members or managers.
§ 9122. Member not agent.
§ 9123. Approval by members.
§ 9124. Action by members.
§ 9125. Duties of member.
§ 9126. Membership.
§ 9127. Member's interest not transferable.
§ 9128. Selection and management rights of managers.
§ 9129. Duties of managers.
§ 9130. Action by managers.
§ 9131. Right of member or manager to information.
§ 9132. Distributions prohibited; compensation and other permitted payments.
§ 9133. Reimbursement, indemnification and advancement of expenses.
§ 9134. Dissolution.
§ 9135. Winding up.
§ 9136. Subordination of chapter to canon law.
Chapter 93. Professional Associations
§ 9301. Short title of chapter.
§ 9302. Application of chapter.
§ 9303. Definitions.
§ 9304. Purpose of association.
§ 9305. Articles of association.
§ 9306. Board of governors.
§ 9307. Bylaws.
§ 9308. Employees.
§ 9309. Compensation.
§ 9310. Distribution of excess earnings.
§ 9311. Interests of associates.
§ 9312. Transfer of interests.
§ 9313. Redemption of interests.
§ 9314. Term of existence.
§ 9315. Name.
§ 9316. Voting of associates.
§ 9317. Liability of associates.
§ 9318. Professional disqualifications.
§ 9319. Dissolution.
PART V. BUSINESS TRUSTS
§ 9501. Application and effect of chapter.
§ 9502. Creation, status and termination of business trusts.
§ 9503. Documentation of trust.
§ 9504. Registered office.
§ 9505. Trustees.
§ 9506. Liability of trustees and beneficiaries.
§ 9507. Foreign business trusts.
TITLE 15
CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Part
I. Preliminary Provisions
II. Corporations
III. Partnerships and Limited Liability Companies
IV. Unincorporated Associations
V. Business Trusts
Enactment. Unless otherwise noted, the provisions of Title 15 were added November 15, 1972, P.L.1063, No.271, effective in 90 days.
Special Provisions in Appendix. See sections 104, 107, 206, 303 and 304 of Act 177 of 1988 in the appendix to this title for special provisions relating to legislative findings as to acceptance of Constitution of Pennsylvania, prior law transitional provision, conforming cross references in unconsolidated statutes, preparation of act for printing and effective date and applicability.
See sections 309, 402 and 404 of Act 198 of 1990 in the appendix to this title for special provisions relating to conforming cross references in unconsolidated statutes, preparation of act for printing and effective dates and applicability.
See sections 56 and 57 of Act 67 of 2013 in the appendix to this title for special provisions relating to restoration of provisions and retroactivity.
See section 1.1 of Act 172 of 2014 in the appendix to this title for special provisions relating to legislative findings and declarations.
Short Titles of Implementing Statutes. Section 101 of Act 177 of 1988 provided that the act shall be known and may be cited as the General Association Act of 1988.
Section 101 of Act 198 of 1990 provided that the act shall be known and may be cited as the GAA Amendments Act of 1990.
Section 1 of Act 169 of 1992 provided that the act shall be known and may be cited as the GAA Amendments Act of 1992.
Section 1 of Act 106 of 1994 provided that the act shall be known and may be cited as the Limited Liability Company Act.
Section 1 of Act 34 of 2001 provided that the act shall be known and may be cited as the GAA Amendments Act of 2001.
Section 1 of Act 67 of 2013 provided that the act shall be known and may be cited as the GAA Amendments Act of 2013.
Section 1 of Act 172 of 2014 provided that the act shall be known and may be cited as the Association Transactions Act.
PART I
PRELIMINARY PROVISIONS
Chapter
1. General Provisions
2. Entities Generally
3. Entity Transactions
4. Foreign Associations
Enactment. Part I was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.
Prior Provisions. Former Part I, which related to corporations generally, was added November 15, 1972, P.L.1063, No.271, and repealed December 21, 1988, P.L.1444, No.177, effective October 1, 1989.
CHAPTER 1
GENERAL PROVISIONS
Subchapter
A. Preliminary Provisions
B. Functions and Powers of Department of State
C. Corporation Bureau and UCC Fees
D. Domestication of Certain Alien Associations
Enactment. Chapter 1 was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.
Prior Provisions. Former Chapter 1, which related to the same subject matter, was added November 15, 1972, P.L.1063, No.271, and repealed December 21, 1988, P.L.1444, No.177, effective October 1, 1989.
Cross References. Chapter 1 is referred to in sections 7102, 8415, 8615, 8815 of this title.
SUBCHAPTER A
PRELIMINARY PROVISIONS
Sec.
101. Short title and application of title.
102. Definitions.
103. Subordination of title to regulatory laws.
104. Equitable remedies.
105. Fees.
106. Effect of filing papers required to be filed.
107. Form of records.
108. Change in location or status of registered office provided by agent.
109. Name of commercial registered office provider in lieu of registered address.
110. Supplementary general principles of law applicable.
111. Relation of title to Electronic Signatures in Global and National Commerce Act.
112. Receipt of electronic communications.
113. Delivery of document.
114. Defense of usury.
§ 101. Short title and application of title.
(a) Short title of title.--This title shall be known and may be cited as the Associations Code.
(b) Application of title.--Except as otherwise provided in the scope provisions of subsequent provisions of this title, this title shall apply to every association heretofore or hereafter incorporated or otherwise organized.
(c) References to prior statutes.--A reference in the organic rules of an association to any provision of law supplied or repealed by this title shall be deemed to be a reference to the superseding provision of this title.
(Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
2016 Amendment. Act 170 amended subsec. (c).
Cross References. Section 101 is referred to in sections 1102, 2541, 2551, 5102 of this title.
§ 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, 1510, 2902, 5103, 5510, 8412, 8612, 8812 of this title; section 1991 of Title 1 (General Provisions); section 101 of Title 54 (Names).
§ 103. Subordination of title to regulatory laws.
(a) Regulatory laws unaffected.--This title is not intended to authorize any corporation or other association to do any act prohibited by any statute regulating the business of the association or by any rule or regulation validly promulgated thereunder by any department, board or commission of this Commonwealth. Except as otherwise provided by the statutes and prescribed by the rules and regulations promulgated thereunder applicable to the business of the association, the issuance by the Department of State of any certificate evidencing the incorporation of a corporation or the filing of an instrument with respect to or the organization or qualification of an association under this title or any amendment to its articles or certificate or other change in its status or other action under this title shall not be effective to exempt the association from any of the requirements of those statutes or rules and regulations.
(b) Compliance with regulatory laws condition precedent to effectiveness of corporate or other action.--Any document filed in the Department of State or any bylaw adopted or other corporate or other action taken under the authority of this title or other action pursuant thereto in violation of any statutes or rules or regulations regulating the business of the association shall be ineffective as against the Commonwealth, including the departments, boards and commissions thereof, unless and until the violation is cured.
(c) Structural provisions in regulatory statutes controlling.--If and to the extent that a statute regulating the business of a corporation or other association sets forth provisions relating to the government and regulation of the affairs of associations that are inconsistent with the provisions of this title on the same subject, the provisions of the other statute shall control.
(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)
1992 Amendment. Act 169 amended subsec. (a).
Cross References. Section 103 is referred to in sections 202, 318, 1501, 1524, 1903, 2105, 5501, 5903, 8102, 8204 of this title.
§ 104. Equitable remedies.
Except to the extent otherwise provided in this title in cases where a statutory remedy is provided by this title, the court shall have the powers of a court of equity or chancery insofar as those powers relate to the supervision and control of corporations and other associations.
§ 105. Fees.
(a) General rule.--The Department of State shall be entitled to receive for services performed, as required by this title and other applicable provisions of law, such fees as are specified in or pursuant to Subchapter C (relating to Corporation Bureau and UCC fees).
(b) Other services.--Any other department, board, commission or officer of this Commonwealth shall be entitled to receive for services performed, as required by this title, such fees as are or may be lawfully charged for those or similar services.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
§ 106. Effect of filing papers required to be filed.
The filing of articles or of any other papers or documents pursuant to the provisions of this title is required for the purpose of affording all persons the opportunity of acquiring knowledge of the contents thereof, but, except as otherwise provided by statute, no person shall be charged with constructive notice of the contents of any articles, papers or documents by reason of the filing.
§ 107. Form of records.
(a) General rule.--Information maintained or administered by or on behalf of a corporation or other association in the regular course of its business or activities, including shareholder or membership records, books of account and minute books, may be kept in record form.
(b) Meaning of "written".--References in this title to a document in writing or to a written provision of an agreement or other document shall be deemed to include and be satisfied by a document or provision of an agreement or document in record form.
(July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsec. (a).
Cross References. Section 107 is referred to in sections 1508, 1512, 5508, 5512 of this title.
§ 108. Change in location or status of registered office provided by agent.
(a) General rule.--Where the registered office of a corporation or other association is stated to be in care of or is in fact in care of an agent who maintains the registered office for the corporation or other association and the agent changes its name or the location of its office in a county from one address to another within the county or ceases to provide a registered office for one or more associations, the agent may, in the manner provided in this section, reflect such change of name or effect a corresponding change in the registered office address of or cease to provide a registered office for one or more or all of the associations represented by it. The agent shall execute and file in the Department of State with respect to each association represented by it a statement of change of registered office by agent, setting forth:
(1) The name of the association represented.
(2) The address, including street and number, if any, of its then registered office.
(3) The address, including street and number, if any, of the new registered office of the association represented if the registered office of the association represented is to be changed.
(4) The name of the person in care of the office and a statement that the person has been designated in fact as the agent in care of the registered office of the association represented in this Commonwealth and that the change in registered office reflects a change of name of the agent, the removal of the place of business of the agent to a new location within the county or a termination of the status of the agent as the provider of the registered office of the association represented, as the case may be.
If the status of an agent as a provider of a registered office is terminated under this section, the location of the registered office of the association represented shall not be affected, but the person formerly in care of the office shall thereafter not have any responsibility with respect to matters tendered to the office in the name of the association represented.
(b) Action by and notice to association.--It is not necessary for the association represented to take any action in order to effect a termination of status of agent or other change of registered office under this section, but the person representing the association shall promptly furnish the association represented with a copy of the statement of change of registered office by agent as filed in the Department of State.
Cross References. Section 108 is referred to in sections 109, 1103, 1911, 5103, 5911, 8625, 8825, 9503 of this title.
§ 109. Name of commercial registered office provider in lieu of registered address.
(a) General rule.--Where any provision of this title authorizes or requires the inclusion of a registered office address in any document filed in the Department of State, the person filing the document may substitute in lieu thereof the term "c/o" followed by:
(1) The name of an association or a division thereof that has filed in the department, and not withdrawn, a statement of address of commercial registered office.
(2) The name of any county of this Commonwealth and a statement that the registered office of the association represented shall be deemed for venue and official publication purposes to be located in the county so named. For venue and official publication purposes, the county so named shall control over the address contained in the currently applicable statement filed under subsection (b).
(b) Statement of address of commercial registered office.--A domestic or registered foreign association engaged in the business of maintaining registered offices in this Commonwealth for corporations or other associations may file in the department a statement of address of commercial registered office executed by the representing association or a division thereof and setting forth:
(1) The name of the representing association.
(2) The form of organization of the representing association.
(3) A statement that it is in the business of maintaining registered offices in this Commonwealth for corporations or other associations.
(4) The address, including street and number, if any, of a place of business of the representing association in this Commonwealth to which communications and other matters directed to each person represented by it may be delivered.
(c) Change or withdrawal.--A representing association that has effected a filing in the department under subsection (b) may:
(1) Amend the filing by filing in the department a superseding statement of address of commercial registered office.
(2) Withdraw its filing under subsection (b) and cease to provide registered office service by filing in the department a statement of termination of commercial registered office setting forth:
(i) The name of the representing association.
(ii) A statement that it has ceased to be in the business of maintaining registered offices in this Commonwealth for corporations and other associations.
(d) Action by and notice to association.--It is not necessary for an association represented to take any action in connection with a change or withdrawal effected under subsection (c), but a representing association that has effected a filing under subsection (c) (other than to reflect a change in the information required by subsection (b)(2)) shall promptly file a statement of change of registered office by agent under section 108 (relating to change in location or status of registered office provided by agent) with respect to each association represented.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment. Act 172 amended subsec. (b).
1990 Amendment. Act 198 amended subsecs. (c) and (d).
Cross References. Section 109 is referred to in sections 102, 138, 146, 227, 335, 345, 355, 366, 375, 383, 411, 412, 413, 415, 418, 1103, 1306, 1311, 1341, 1507, 1911, 1915, 1971, 1977, 2309, 2905, 4124, 4129, 5103, 5306, 5311, 5341, 5507, 5911, 5915, 5971, 5977, 6124, 6129, 7306, 7502, 7704, 8201, 8433, 8434, 8474, 8482, 8621, 8622, 8625, 8636, 8665, 8681.1, 8682, 8821, 8822, 8825, 8832, 8833, 8872, 8878, 9504 of this title.
§ 110. Supplementary general principles of law applicable.
Unless displaced by the particular provisions of this title, the principles of law and equity, including, but not limited to, the law relating to principal and agent, estoppel, waiver, fraud, misrepresentation, duress, coercion, mistake, bankruptcy or other validating or invalidating cause, shall supplement its provisions.
§ 111. Relation of title to Electronic Signatures in Global and National Commerce Act.
(a) General rule.--Except as set forth in subsection (b), this title modifies, limits and supersedes the Electronic Signatures in Global and National Commerce Act (Public Law 106-229, 15 U.S.C. § 7001 et seq.).
(b) Exception.--This title does not do any of the following:
(1) Modify, limit or supersede section 101(c) of the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001(c)).
(2) Authorize electronic delivery of a notice described in section 103(b) of the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7003(b)).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment. Act 67 added section 111.
§ 112. Receipt of electronic communications.
(a) Requirements.--Unless otherwise provided in the organic rules of an entity or otherwise agreed between the sender and the recipient, an electronic communication is received when it:
(1) enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and
(2) is in a form capable of being processed by that system.
(b) Awareness not required.--An electronic communication is received under subsection (a) even if no individual is aware of its receipt.
(c) Presumption.--Receipt of an electronic acknowledgment from an information processing system described in subsection (a) establishes that a communication was received but, by itself, does not establish that the content sent corresponds to the content received.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment. Act 172 added section 112.
§ 113. Delivery of document.
(a) Permissible means.--Permissible means of delivery of a document in record form include:
(1) personal delivery;
(2) mail;
(3) conventional commercial practice; and
(4) electronic transmission.
(b) Delivery to department.--Delivery to the department of a document in record form is effective only on receipt by the department.
(c) Delivery by department.--Except as provided by law other than this title, the department may deliver a document in record form to a person by delivering it:
(1) in person to the person that submitted it for filing;
(2) to the address of the person's registered office;
(3) to the principal office address of the person; or
(4) to another address the person provides to the department for delivery.
(d) Delivery by electronic communication.--The department may deliver documents in record form to an address for email or other electronic communications supplied to the department by a person until the person notifies the department in record form that the person no longer wishes to have documents delivered to that address.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Cross References. Section 113 is referred to in sections 8413, 8613, 8813 of this title.
§ 114. Defense of usury.
A domestic association other than a business corporation shall be subject to section 1510 (relating to certain specifically authorized debt terms) with respect to obligations, as defined in that section, governed by the laws of this Commonwealth or affecting real property situated in this Commonwealth, to the same extent as if the domestic association were a domestic business corporation.
(Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
2016 Amendment. Act 170 added section 114.
SUBCHAPTER B
FUNCTIONS AND POWERS OF DEPARTMENT OF STATE
Sec.
131. Application of subchapter.
132. Functions of Department of State.
133. Powers of Department of State.
134. Docketing statement.
135. Requirements to be met by filed documents.
136. Processing of documents by Department of State.
137. Court to pass upon rejection of documents by Department of State.
138. Statement of correction.
139. Tax clearance of certain fundamental transactions.
140. Custody and management of orphan corporate and business records.
141. Abandonment of filing before effectiveness.
142. Effect of signing filings.
143. Liability for inaccurate information in filing.
144. Signing and filing pursuant to judicial order.
145. Subsistence certificate.
146. Annual report.
Cross References. Subchapter B is referred to in section 7123 of this title; section 102 of Title 54 (Names).
§ 131. Application of subchapter.
As used in this subchapter, the term "this title" includes Titles 17 (relating to credit unions) and 54 (relating to names) and any other provision of law that:
(1) makes reference to the powers and procedures of this subchapter; or
(2) to the extent not inconsistent with this subchapter:
(i) requires a filing in the bureau; and
(ii) does not specify some or all of the necessary procedures for the filing provided in this subchapter.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days)
§ 132. Functions of Department of State.
(a) General rule.--The function of the Department of State under this title is to act in a manner comparable to the offices of recorder of deeds under former provisions of law as an office of public record wherein articles and other papers relating to association affairs may be filed to establish the permanent and definitive text thereof and to afford all persons the opportunity of acquiring knowledge of the contents thereof.
(b) Names and marks.--The department shall supervise and administer the provisions of this title and of Title 54 (relating to names) concerning names and marks.
(c) Collection of taxes and charges imposed by statute.--This subchapter shall not limit the power and duty of the department to assess and collect taxes and charges imposed or authorized by statute.
(d) Notice of decennial filings.--(Deleted by amendment).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 deleted subsec. (d).
Cross References. Section 132 is referred to in section 133 of this title.
§ 133. Powers of Department of State.
(a) General rule.--The department has the power and authority reasonably necessary to enable it to administer this subchapter efficiently and to perform the functions specified in section 132 (relating to functions of Department of State), in 13 Pa.C.S. (relating to commercial code) and in 17 Pa.C.S. (relating to credit unions). The following shall not be agency regulations for the purposes of section 612 of the act of April 9, 1929 (P.L.177, No.175), known as The Administrative Code of 1929, the act of October 15, 1980 (P.L.950, No.164), known as the Commonwealth Attorneys Act, the act of June 25, 1982 (P.L.633, No.181), known as the Regulatory Review Act, or any similar provision of law, but shall be subject to the opportunity of public comment requirement under section 201 of the act of July 31, 1968 (P.L.769, No.240), referred to as the Commonwealth Documents Law:
(1) Sample filing forms promulgated by the department.
(2) Instructions accompanying sample filing forms and other explanatory material published in the Pennsylvania Code that is intended to substantially track applicable statutory provisions relating to the particular filing or to any of the functions of the department covered by this subsection, if a regulation of the department expressly states that those instructions or explanatory materials shall not have the force of law.
(3) Regulations, which the department is hereby authorized to promulgate, that:
(i) Authorize payment of fees and other remittances through or by a credit or debit card issuer or other financial intermediary.
(ii) Authorize contracts with credit or debit card issuers and other financial intermediaries relating to the collection, transmission and payment of fees and other remittances.
(iii) (Deleted by amendment).
(iv) Adjust, not more than once per year, the fees set forth in section 153(a) (relating to fee schedule) and 13 Pa.C.S. § 9525 (relating to fees) for filings transmitted to the department electronically.
(v) Relate to the format or means of delivering documents to the department for filing.
(vi) Specify the symbols or characters which:
(A) do not make a name distinguishable on the records of the department; or
(B) may be used in the name of an entity.
(b) Language and content of documents.--Except to the extent required in order to determine whether a document complies with section 135 (relating to requirements to be met by filed documents), the department shall not examine articles and other documents authorized or required to be filed in the department under this title to determine whether the language or content thereof conforms to the provisions of this title.
(c) Meaning of term "conform to law".--A document delivered to the department for the purpose of filing in the department shall be deemed to be in accordance with law and to conform to law, as those terms are used in statutes relating to the powers and duties of the department, if the document conforms to section 135.
(d) (Reserved).
(e) Engrossed certificate.--Whenever the department has taken any action under this title, the Secretary of the Commonwealth shall, upon request and payment of the fee or additional fee therefor fixed by regulation of the department, issue to any person entitled thereto an engrossed certificate evidencing the action, executed by the Secretary of the Commonwealth under the seal of the Commonwealth.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 7, 1994, P.L.703, No.106, 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)
2014 Amendment. Act 172 added subsec. (a)(3)(vi).
2013 Amendment. Act 67 amended subsecs. (a) and (d).
Cross References. Section 133 is referred to in sections 135, 202 of this title.
§ 134. Docketing statement.
(a) General rule.--The department may, but shall not be required to, prescribe by regulation one or more official docketing statement forms designed to elicit from a person effecting a filing under this title information that the department has found to be necessary or desirable in connection with the processing of a filing. A form of docketing statement prescribed under this subsection:
(1) Shall be published in the Pennsylvania Code.
(2) Shall not be integrated into a single document covering the requirements of the filing and its related docketing statement.
(3) May be required by the department in connection with a filing only if notice of the requirement appears on the official format for the filing prescribed by the department.
(4) Shall not be required to be submitted on department-furnished forms.
(5) Shall not constitute a document filed in, with or by the department for the purposes of this title or any other provision of law except 18 Pa.C.S. § 4904 (relating to unsworn falsification to authorities).
(b) Transmission to Department of Revenue.--The department shall note on the docketing statement the fact and date of the filing to which the docketing statement relates and shall transmit a copy of the docketing statement or the information contained therein to the Department of Revenue. If a docketing statement is not required for a particular filing, the Department of State may transmit a copy of the filing or the information contained therein to the Department of Revenue at no cost to the person effecting the filing.
(c) Transmission to other agencies.--If the docketing statement delivered to the Department of State sets forth any kind of business in which a corporation, partnership or other association may not engage without the approval of or a license from any department, board or commission of the Commonwealth, the Department of State shall, upon processing the filing, promptly transmit a copy of the docketing statement or the information contained therein to each such department, board or commission.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment. Act 67 amended subsec. (a)(3).
Cross References. Section 134 is referred to in sections 135, 161, 208, 209, 210, 335, 345, 355, 366, 375, 412, 413, 415, 417, 418, 1308, 1311, 1341, 1507, 1522, 1902, 1916, 1971, 1977, 1989, 2309, 2704, 2905, 5308, 5311, 5341, 5507, 5902, 5916, 5971, 5977, 5989, 7306, 7704, 7720, 8201, 8433, 8434, 8474, 8482, 8621, 8622, 8625, 8636, 8665, 8681.1, 8682, 8701, 8821, 8822, 8825, 8832, 8833, 8872, 8871, 9305, 9503 of this title; sections 304, 903, 904, 1101, 1102, 1105, 1302, 1305 of Title 17 (Credit Unions); sections 311, 312, 313, 1112, 1114, 1115, 1116, 1311, 1312, 1313, 1314, 1511, 1512, 1513, 1514, 1515 of Title 54 (Names).
§ 135. Requirements to be met by filed documents.
(a) General rule.--A document shall be accepted for filing by the department if it satisfies the following requirements:
(1) The document purports on its face to relate to matters authorized or required to be filed under this title or contains a caption indicating that relationship and, if no applicable statement has been prescribed under section 134 (relating to docketing statement), contains sufficient information to permit the department to prepare a docket record entry:
(i) Identifying the name of the association or other person to which the document relates.
(ii) Identifying the association or associations, if any, the existence of which is to be created, extended, limited or terminated by reason of the filing and the duration of existence of any such association.
(iii) Specifying the date upon which the creation or termination of existence, if any, of the association or associations effected by the filing will take effect.
(2) The document complies with any regulations promulgated by the department and is accompanied by any applicable statement prescribed under section 134.
(3) In the case of a document that creates a new association or effects or reflects a change in name:
(i) the document is accompanied by evidence that the proposed name has been reserved by or on behalf of the applicant; or
(ii) the proposed name is available for use under the applicable standard established by this title and any other applicable provision of law.
(4) In the case of any other document that sets forth a name or mark, the proposed name or mark is available for use under the applicable standard established by law.
(5) All fees, taxes and certificates or statements relating thereto required by section 139 (relating to tax clearance of certain fundamental transactions) or otherwise have been tendered therewith.
(6) All certificates and other instruments required by statute evidencing the consent or approval of any department, board, commission or other agency of this Commonwealth as a prerequisite to the filing of the document in the Department of State have been incorporated into, attached to or otherwise tendered with the document.
(7) It is in record form and executed. The department shall not examine a document to determine whether the document has been signed by an authorized person or by sufficient authorized persons or otherwise is duly signed.
(b) Attorney-in-fact.--Any person, other than an incorporator or officer of a corporation, as such, may sign a document by an attorney-in-fact or fiduciary. It shall not be necessary to present to or file in the department the original or a copy of any document evidencing the authority of an attorney-in-fact or fiduciary.
(c) Addresses.--
(1) Whenever any provision of this title requires that any person set forth an address in any document, such provision shall be construed to require the submission of an actual street address or rural route box number, and the department shall refuse to receive or file any document that sets forth only a post office box address.
(2) Whenever any provision of this title requires the statement of a registered office address in any document filed in the department, such provision shall be construed to require the statement also of the county in which the registered office address is located.
(d) (Reserved).
(e) Distinguishable names.--A name shall not be considered distinguishable upon the records of the department from another name for purposes of this title and 54 Pa.C.S. (relating to names) solely because the names differ from each other in any or all of the following respects:
(1) Use of punctuation marks and of symbols or characters specified by regulation of the department under section 133(a)(3)(vi) (relating to powers of Department of State).
(2) Use of a definite or indefinite article.
(3) Use of any of the following terms to designate the status of an association: corporation, company, incorporated, limited, association, fund, syndicate, limited partnership, limited liability company, trust or business trust. This paragraph includes abbreviations, in any language, of the terms listed in this paragraph.
(Dec. 19, 1990, P.L.834, No.198; June 22, 2000, P.L.356, No.43, 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)
2014 Amendment. Act 172 amended subsec. (e)(1).
2013 Amendment. Act 67 amended subsecs. (a) intro. par., (2) and (7) and (d).
2000 Amendment. Act 43 added subsec. (e).
1990 Amendment. Act 198 amended subsec. (c) and added subsecs. (a)(7) and (d), effective in four months as to subsec. (c)(2) and immediately as to the other amendments.
Cross References. Section 135 is referred to in sections 133, 136, 137, 138, 208, 209, 210, 335, 345, 355, 366, 375, 412, 413, 415, 417, 418, 1109, 1311, 1341, 1977, 1989, 5109, 5308, 5311, 5341, 5977, 5989, 8201, 8433, 8434, 8474, 8482, 8621, 8622, 8625, 8636, 8665, 8681.1, 8682, 8702, 8821, 8822, 8825, 8832, 8833, 8872, 8878, 9120, 9503 of this title; section 103 of Title 54 (Names).
§ 136. Processing of documents by Department of State.
(a) Filing of documents.--Except as provided in subsection (f), if a document conforms to section 135 (relating to requirements to be met by filed documents) the Department of State shall forthwith file the document, certify that the document has been filed by endorsing upon the document the fact and date of filing, make and retain a copy thereof and return the document or a copy thereof so endorsed to or upon the order of the person who delivered the document to the department.
(b) Duplicate copy.--
(1) If a duplicate copy, which may be either a signed or conformed copy, of any articles or other document authorized or required by this title to be filed in the department is delivered to the department with the original signed document, the department shall stamp the duplicate copy with the date received by the department and return the duplicate copy to the person who delivered it to the department.
(2) (Reserved).
(3) In lieu of date stamping the duplicate copy of the original signed document as provided in paragraph (1), the department may make a copy of the original signed document at the cost of the person who delivered it to the department.
(c) Effective date and time.--Except as otherwise provided in this title and subject to sections 138 (relating to statement of correction) and 141 (relating to abandonment of filing before effectiveness), a document filed by the department under a provision of this title is effective:
(1) on the date and at the time of its delivery to the department;
(2) on the date of delivery and at the time specified in the document as its effective time, if the time specified is later than the time under paragraph (1); or
(3) at a specified delayed effective date and:
(i) at a specified time; or
(ii) if no time is specified, at 12:01 a.m. on the date specified.
(d) Copies.--The department may make a copy, on microfilm or otherwise, of any document filed in, with or by it pursuant to this title, or any statute hereby supplied or repealed, and thereafter destroy the document or return it to or upon the order of the person who delivered the document to the department.
(e) Redaction of information.--If law other than this title prohibits the disclosure by the department of information contained in a document in record form delivered to the department for filing, the department shall accept the document if it otherwise complies with this title but may redact the information.
(f) Rejection of document.--The department may reject a document for filing if the department reasonably believes the document:
(1) is being filed fraudulently; or
(2) may be used to accomplish a fraudulent, criminal or unlawful purpose.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, 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. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsec. (a) and added subsec. (f).
2014 Amendment. Act 172 amended subsec. (c) and added subsec. (e).
2013 Amendment. Act 67 amended subsec. (b).
Cross References. Section 136 is referred to in sections 335, 345, 355, 366, 375, 8433, 8434, 8474, 8482, 8621, 8622, 8625, 8636, 8665, 8681.1, 8682, 8701, 8821, 8822, 8825, 8832, 8833, 8872, 8878 of this title.
§ 137. Court to pass upon rejection of documents by Department of State.
(a) General rule.--Whenever the Department of State rejects a document delivered for filing under this title, the original document or a copy thereof and any papers relating thereto may be delivered to the prothonotary or clerk of the court vested by or pursuant to Title 42 (relating to judiciary and judicial procedure) with jurisdiction of appeals from the department. Immediately the prothonotary or clerk shall transmit the papers to the court without formality or expense to the person who delivered the original document to the department. The question of the eligibility of the document for filing by the department shall thereupon, at the earliest possible time, be heard by a judge of the court, without jury, in the court or in chambers. The finding of the court, or any judge thereof, that the document is eligible for filing by the department shall be final and the department shall act in accordance therewith. The true intent of this section is to secure for applicants an immediate hearing in court and a determination by the court without delay or expense to the applicants.
(1) (Deleted by amendment).
(2) (Deleted by amendment).
(3) (Deleted by amendment).
(b) Further appellate review.--The corporation or any incorporator of a proposed corporation or other aggrieved applicant may within the time and in the manner provided by law seek judicial review of an adverse order of court entered pursuant to subsection (a). The department shall not have any right in the exercise of its functions under this title to seek judicial review of an adverse order entered pursuant to subsection (a) and any such right which the department might otherwise enjoy under the Constitution of Pennsylvania or otherwise is hereby waived, but any department, board or commission of the Commonwealth which contends that the document fails to comply with section 135(a)(6) (relating to requirements to be met by filed documents) may seek judicial review of the order.
(c) Exceptions.--
(1) This section shall not impair the right of any person to proceed under section 138 (relating to statement of correction) nor impair the right of the Attorney General to institute proceedings under section 503 (relating to actions to revoke corporate franchises).
(2) A determination by the department with respect to the registrability of a label or other mark under Title 54 (relating to names) or otherwise affecting the status of a label or other mark shall be subject to judicial review under Title 2 (relating to administrative law and procedure) and not under this section.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsec. (a).
Saved from Suspension. Pennsylvania Rule of Appellate Procedure No. 5102, as amended July 7, 1997, provided that section 137 shall not be deemed suspended or affected by the Pennsylvania Rules of Appellate Procedure.
Cross References. Section 137 is referred to in section 384 of this title.
§ 138. Statement of correction.
(a) Filing of statement.--Whenever any document authorized or required to be delivered to the department for filing by any provision of this title has been so filed and is an inaccurate record of the action therein referred to or was defectively or erroneously executed, the document may be corrected by delivering to the department for filing a statement of correction. The statement of correction, except as provided in subsection (c), shall be signed by the association or other person that delivered the inaccurate, defective or erroneous document for filing and shall set forth:
(1) The name of the association or other person 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 or other office.
(2) The statute by or under which the association was formed, or the preceding filing was made, in the case of a filing that does not constitute a part of the public organic record of an association.
(3) Either:
(i) the inaccuracy or defect to be corrected; or
(ii) the portion of the document requiring correction in corrected form.
(4) If the document was erroneously executed, a statement that the original document shall be deemed reexecuted or not effective ab initio, as the case may be.
(b) Effect of filing.--
(1) The correction shall be effective:
(i) Upon filing of the statement of correction by the department, as to those persons who are substantially and adversely affected by the correction.
(ii) As of the date the original document was effective, as to all other persons.
(2) A filing under this section:
(i) shall not have the effect of causing either of the following to cease being effective:
(A) the first public organic record of a domestic association that creates the association under any provision of this title other than Chapter 3 (relating to entity transactions); or
(B) the registration under Subchapter B of Chapter 4 (relating to registration) of a foreign association; but
(ii) may be used to correct the public organic record or registration.
(c) Filing pursuant to court order.--If the association or other person refuses to deliver to the department for filing an appropriate statement of correction under this section within ten business days after any person adversely affected has made a demand in record form for the correction, the affected person may apply to the court for an order to compel the filing. If the court finds that a document on file in the department is inaccurate, defective or erroneous, it may direct the association or other person who effected the inaccurate, defective or erroneous filing to deliver to the department for filing an appropriate statement of correction, or it may order the clerk to execute the statement under the seal of the court and cause the statement to be delivered to the department for filing. In the absence of fraud, an application may not be made to a court under this subsection with respect to a document more than one year after the date on which it was originally filed in the department.
(d) Cross reference.--See section 135 (relating to requirements to be met by filed documents).
(June 22, 2001, P.L.418, No.34, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsecs. (a) and (b).
Cross References. Section 138 is referred to in sections 136, 137, 1103, 1902, 1911, 5103, 5902, 5911, 8419, 8622, 8624, 8822, 8824, 9503 of this title.
§ 139. Tax clearance of certain fundamental transactions.
(a) Requirement.--Except as provided in subsection (c) or (d), clearance certificates from the Department of Revenue and the Department of Labor and Industry, evidencing the payment by the association of all taxes and charges due the Commonwealth required by law, must be delivered to the department for filing when any of the following is delivered to the department for filing:
(1) Articles or a statement or certificate of merger merging a domestic association into a nonregistered foreign association.
(2) Articles or a statement or certificate of conversion or domestication effecting a conversion or domestication of a domestic association into a nonregistered foreign association.
(3) Articles of dissolution, a certificate of dissolution or termination or a statement of revival of a domestic association.
(4) An application for termination of registration, statement of withdrawal or similar document by a registered foreign association.
(5) Articles or a statement or certificate of division dividing a domestic association solely into foreign associations.
(b) Tax clearance in judicial proceedings.--Until the clearance certificates described in subsection (a) have been filed with the court:
(1) The court shall not order the dissolution of a domestic business corporation, nonprofit corporation or business trust.
(2) The court shall not approve a final distribution of the assets of a domestic general partnership, limited partnership, electing partnership or limited liability company if the court is supervising the winding up of the association.
(c) Exceptions.--It shall not be necessary to file tax clearance certificates with the Department of State:
(1) If clearance certificates are filed with the court as required under subsection (b).
(2) With articles of dissolution under section 1971 (relating to voluntary dissolution by shareholders or incorporators) or 5971 (relating to voluntary dissolution by members or incorporators).
(3) With a certificate of dissolution under section 8482(b)(2)(i) (relating to winding up and filing of certificates).
(4) With a certificate of termination under section 8681.1 (relating to voluntary termination by partners).
(5) With a certificate of dissolution under section 8872(b)(2)(i) (relating to winding up and filing of certificates).
(6) With a certificate of termination under section 8878 (relating to voluntary termination by members or organizers).
(d) Registration of foreign associations.--It shall not be necessary to deliver clearance certificates under subsection (a) if, simultaneously with the delivery of the articles, statement or certificate of merger, conversion, division or domestication:
(1) the foreign association that is the surviving, converted or domesticated association registers to do business in this Commonwealth; or
(2) at least one of the new foreign associations resulting from the division registers to do business in this Commonwealth.
(Dec. 7, 1994, P.L.703, No.106, eff. 60 days; June 22, 2001, P.L.418, No.34, 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 subsec. (c)(2).
2016 Amendment. Act 170 amended subsecs. (a) and (c).
2014 Amendment. Act 172 amended subsec. (a) and added subsec. (d).
Cross References. Section 139 is referred to in sections 135, 335, 355, 366, 375, 415, 417, 1341, 1977, 1989, 5341, 5977, 5989, 8482, 8682, 8872 of this title; section 1305 of Title 17 (Credit Unions).
§ 140. Custody and management of orphan corporate and business records.
(a) General rule.--Any orphan corporate and business record under the custody or control of a county, including the City and County of Philadelphia, may become a Commonwealth record in the manner provided in this section. The Department of State, with the concurrence of the county records committee existing under the act of August 14, 1963 (P.L.839, No.407), may provide for the transfer on a progressive and phased basis to the custody and management of the department of any or all orphan corporate and business records. To the extent feasible, such records shall be integrated with records of the department relating to the same type of matters or transactions.
(b) Procedure.--The transfer contemplated by subsection (a) shall be effected on a basis consistent with the availability of appropriations. It is the intention of this section to encourage the department to schedule work under this section on a seasonal or otherwise intermittent basis in order to facilitate the smoothing of the workload of the department. The department may classify orphan corporate and business records for purposes of priority of transfer by county of origin, type of matter or transaction, vintage of matter or transaction, or on any other basis or combination of bases which the department may deem to be appropriate. The department shall publish and update in the Pennsylvania Code a schedule, by county and type of matter or transaction, setting forth where, as between a county and the department, custody of all orphan corporate and business records then resides.
(c) Fictitious name records.--The following statutes provided for duplicate filing of fictitious name registrations in both the department and in the office of the clerk of the court of common pleas or an equivalent row office in a home rule charter county:
(1) Act of June 28, 1917 (P.L.645, No.227), relating to individual fictitious names.
(2) Act of May 24, 1945 (P.L.967, No.380), referred to as the Fictitious Names Act.
(3) Act of July 11, 1957 (P.L.783, No.374), known as the Fictitious Corporate Name Act.
The county records committee may provide for the destruction of such duplicate records without transfer to the custody of the department.
(d) Definition.--As used in this section, the term "orphan corporate and business records" means corporate and limited partnership filings and recordings which were formerly effected in the office of the clerk of the court of common pleas or the office for the recording of deeds or an equivalent row office in a home rule charter county and which are no longer effected in such offices by reason of the enactment of:
(1) The act of December 19, 1990 (P.L.834, No.198), known as the GAA Amendments Act of 1990, with respect to insurance corporations, including corporations incorporated under or subject to the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921, or incorporated under the acts of: April 28, 1903 (P.L.329, No.259); April 20, 1927 (P.L.317, No.190); June 24, 1939 (P.L.686, No.320); June 20, 1947 (P.L.687, No.298); June 28, 1951 (P.L.941, No.184); or July 15, 1957 (P.L.929, No.401); or any similar act relating to the incorporation or reincorporation of limited life insurance companies.
(2) The act of December 21, 1988 (P.L.1444, No.177), known as the General Association Act of 1988, with respect to certain:
(i) cooperative corporations incorporated under or subject to the act of June 7, 1887 (P.L.365, No.252), referred to as the Cooperative Association Act; and
(ii) public utility corporations, including corporations incorporated under or subject to the act of April 4, 1868 (P.L.62, No.29), referred to as the General Railroad Law; the act of April 29, 1874 (P.L.73, No.32), known as the Corporation Act of 1874; or the act of May 29, 1885 (P.L.29, No.32), referred to as the Natural Gas Company Act of 1885.
(3) The act of December 19, 1975 (P.L.524, No.155), with respect to certain limited partnerships, including limited partnerships formed under the act of April 12, 1917 (P.L.55, No.37), known as The Uniform Limited Partnership Act, or the act of March 21, 1836 (P.L.143, No.51), referred to as the Limited Partnerships Act of 1836.
(4) The act of November 15, 1972 (P.L.1063, No.271), with respect to nonprofit corporations incorporated under or subject to the act of May 5, 1933 (P.L.289, No.105), known as the Nonprofit Corporation Law of 1933, including corporations of the first class incorporated under or subject to the Corporation Act of 1874.
(5) Any similar act providing for the central filing in the department of a document of a type previously filed or recorded solely on a county or other decentralized basis.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment. Act 198 added section 140.
Cross References. Section 140 is referred to in sections 1311, 5311 of this title.
§ 141. Abandonment of filing before effectiveness.
(a) General rule.--A document in record form delivered to the department for filing may be abandoned before it takes effect by delivering to the department for filing a statement of abandonment.
(b) Requirements for statement of abandonment.--A statement of abandonment must:
(1) be signed by a person with the authority to sign the statement;
(2) identify the document to be abandoned; and
(3) state that abandonment of the document has been validly approved.
(c) Effect of statement of abandonment.--Upon filing by the department of a statement of abandonment, the action or transaction evidenced by the original document shall not take effect.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment. Act 172 added section 141.
Cross References. Section 141 is referred to in sections 136, 334, 344, 354, 365, 374, 8419, 8622, 8624, 8822, 8824 of this title.
§ 142. Effect of signing filings.
(a) Affirmation of truth.--Signing a document delivered to the department for filing is an affirmation under the penalties provided in 18 Pa.C.S. § 4904 (relating to unsworn falsification to authorities) that the facts stated in the document are true in all material respects.
(b) Signature by agent or legal representative.--A document filed under this title may be signed by an agent. If this title requires a particular individual to sign a document and the individual is deceased or incompetent, the document may be signed by a legal representative of the individual on behalf of the individual.
(c) Affirmation of authority.--A person that signs a document delivered to the department for filing affirms as a fact that the person is authorized to sign the document.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment. Act 172 added section 142.
Cross References. Section 142 is referred to in sections 8418, 8623, 8624, 8823 of this title.
§ 143. Liability for inaccurate information in filing.
If a document that is delivered to the department for filing under this title and filed by the department contains inaccurate information at the time of delivery to the department, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the document or caused another to sign it on behalf of the person and knew at the time the document was delivered that the information was inaccurate.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment. Act 172 added section 143.
Cross References. Section 143 is referred to in sections 8419, 8624 of this title.
§ 144. Signing and filing pursuant to judicial order.
(a) Petition.--If a person required by this title to sign a document or deliver a document to the department for filing under this title does not do so, another person that is aggrieved may petition the court to order:
(1) the person to sign the document;
(2) the person to deliver the document to the department for filing; or
(3) the department to file the document unsigned.
(b) Association.--If a petitioner under subsection (a) is not the association to which the document pertains, the petitioner shall make the association a party to the action.
(c) Effect.--A record filed under subsection (a)(3) is effective without being signed.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment. Act 172 added section 144.
Cross References. Section 144 is referred to in sections 8419, 8624, 8824 of this title.
§ 145. Subsistence certificate.
(a) General rule.--On request of a person, the department shall issue:
(1) a subsistence certificate for a domestic filing entity or domestic limited liability partnership; or
(2) a certificate of registration for a registered foreign association.
(b) Contents of certificate.--A certificate under subsection (a) must state:
(1) the name of the domestic filing entity or domestic limited liability partnership or the name under which the registered foreign association is registered in this Commonwealth;
(2) in the case of a domestic filing entity or domestic limited liability partnership, that the entity is currently subsisting on the records of the department; and
(3) in the case of a registered foreign association, that it is registered to do business in this Commonwealth.
(c) Effect of certificate.--Subject to any qualification stated in the certificate, a certificate issued by the department under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment. Act 172 added section 145.
Cross References. Section 145 is referred to in section 382 of this title.
§ 146. Annual report.
(a) Required contents.--A domestic filing entity, domestic limited liability partnership, domestic electing partnership that is not a limited partnership or registered foreign association must deliver to the department for filing an annual report signed by the entity or association that states:
(1) its name and jurisdiction of formation;
(2) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address of its registered office, if any, including street and number, if any, in this Commonwealth;
(3) the name of at least one governor;
(4) the names and titles of the persons who are its principal officers, if any, as determined by its governors;
(5) the address of its principal office, including street and number, if any, wherever located; and
(6) its entity number or similar identifier issued by the department.
(b) Date of information.--Information in an annual report must be current as of the date the report is delivered to the department for filing.
(c) Filing deadlines.--An annual report must be delivered to the department for filing each year, beginning with the calendar year after which an entity or association first becomes subject to this section, and:
(1) before July 1 in the case of a domestic or foreign corporation for profit or not-for-profit;
(2) before October 1 in the case of a domestic or foreign limited liability company; and
(3) on or before December 31 in the case of any other form of domestic or foreign association.
(d) Rejection of report.--If an annual report does not contain the information required by this section, the department must:
(1) reject the report;
(2) notify promptly in record form the reporting entity or association in a record of the rejection; and
(3) return the report for correction.
(e) Modification of prior filings.--If an annual report contains information about the registered office which differs from the information shown in the records of the department immediately before the report is delivered to the department for filing, the address of the registered office of the entity or association delivering the report to the department for filing will be deemed to be changed to the address set forth in the report effective as of the filing of the report.
(f) Change of information.--The information in an annual report may be changed by delivering to the department an annual report which includes a statement that the report contains a change in the information previously included in a report for that year. The department may not charge a fee for filing a report or processing a change under this subsection.
(g) Notice by department.--The department annually must deliver notice to each association required to file an annual report under this section of the annual report filing requirement at least two months before the annual report is due. Failure by the department to deliver notice to any party, or failure by any party to receive notice, of an annual report filing requirement does not relieve the party of the obligation to make the annual report filing.
(h) Transitional provision.--This section shall take effect on January 3, 2024.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 added section 146.
Cross References. Section 146 is referred to in sections 419, 1507, 5507, 8625, 8825, 9504 of this title.
SUBCHAPTER C
CORPORATION BUREAU AND UCC FEES
Sec.
151. Short title and application of subchapter.
152. Definitions.
153. Fee schedule.
154. Enforcement and collection.
155. Disposition of funds.
156. References.
Enactment. Subchapter C was added December 19, 1990, P.L.834, No.198, effective January 1, 1991.
Subchapter Heading. The heading of Subchapter C was carried without amendment June 8, 2001, P.L.123, No.18, effective July 1, 2001.
Prior Provisions. Former Subchapter C, which related to definitive and contingent domestication of foreign associations, was added December 21, 1988, P.L.1444, No.177, and relettered to Subchapter D December 19, 1990, P.L.834, No.198, effective immediately.
Cross References. Subchapter C is referred to in sections 105, 8221, 8998 of this title.
§ 151. Short title and application of subchapter.
(a) Short title.--This subchapter shall be known and may be cited as the Corporation Bureau and UCC Fee Law.
(b) Application.--This subchapter contains an enumeration of fees to be charged by the bureau for services performed under this title or any other provision of law relating to corporations or associations and under Titles 13 (relating to commercial code), 17 (relating to credit unions) and 54 (relating to names).
(June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsec. (b).
§ 152. Definitions.
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:
"Ancillary transaction." Includes:
(1) preclearance of document;
(2) amendment of articles, charter, certificate or other organic document, restatement of articles, charter, certificate or other organic document;
(3) dissolution, cancellation or termination of an association;
(4) withdrawal or transfer of registration by foreign association;
(5) dissociation as a partner;
(5.1) statement or certificate of authority and denial or negation of authority;
(6) any transaction similar to any item listed in paragraphs (1) through (5.1);
(6.1) withdrawal, abandonment or termination of a document which has been delivered to the department for filing but has not yet become effective; or
(7) delivery to the department for filing in, by or with the department or the Secretary of the Commonwealth of any articles, statements, proceedings, agreements or any similar papers affecting associations under the statutes of this Commonwealth for which a specific fee is not set forth in section 153 (relating to fee schedule) or other applicable statute.
(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)
§ 153. Fee schedule.
(a) General rule.--The nonrefundable fees of the bureau, including fees for the public acts and transactions of the Secretary of the Commonwealth administered through the bureau, shall be as follows:
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(1) Domestic corporations: |
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(i) Articles of incorporation, letters patent or similar instruments incorporating a corporation. |
$125 |
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(ii) Each ancillary transaction............... |
70 |
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(2) Foreign associations: |
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(i) Registration statement or similar qualifications to do business...................... |
250 |
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(ii) Amendment of registration statement or similar change in qualification to do business..... |
250 |
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(iii) Domestication of alien association under section 161 (relating to domestication of certain alien associations)................................ |
250 |
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(iv) (Deleted by amendment). |
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(v) Additional fee for each registered foreign association which is named in a statement of merger or similar instrument.............................. |
40 |
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(vi) Each ancillary transaction............... |
70 |
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(3) Partnerships and limited liability companies: |
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(i) Certificate of limited partnership or certificate of organization of a limited liability company............................................ |
125 |
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(ii) Statement of registration of limited liability partnership or limited liability limited partnership or statement of election as an electing partnership........................................ |
125 |
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(iii) Each ancillary transaction.............. |
70 |
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(4) Unincorporated nonprofit associations: |
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(i) Statement appointing an agent to receive service of process................................. |
70 |
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(ii) Resignation of appointed agent........... |
40 |
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(iii) Amendment or cancellation of statement appointing an agent................................ |
70 |
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(5) Business trusts: |
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(i) Declaration of trust or other initial instrument for a business trust.................... |
125 |
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(ii) Each ancillary transaction............... |
70 |
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(6) Fictitious names: |
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(i) Registration.............................. |
70 |
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(ii) Each ancillary transaction............... |
70 |
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(7) Service of process: |
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(i) Each defendant named or served............ |
70 |
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(ii) (Reserved). |
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(8) Trademarks, emblems, union labels, description of bottles and similar matters: |
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(i) Trademark registration.................... |
50 |
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(ii) Each ancillary trademark transaction..... |
50 |
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(iii) Another registration under this paragraph.......................................... |
70 |
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(iv) Another ancillary transaction under this paragraph.......................................... |
70 |
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(9) Uniform Commercial Code: |
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(i) As provided in 13 Pa.C.S. § 9525 (relating to fees). |
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(ii) (Reserved). |
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(10) Copy fees, including copies furnished under the Uniform Commercial Code: |
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(i) Each page furnished....................... |
3 |
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(ii) (Reserved). |
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(11) Certification fees: |
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(i) For certifying copies of a document or paper on file, the fee specified under paragraph (10), if the department furnished the copy, plus... |
40 |
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(ii) (Reserved). |
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(iii) For issuing any other certificate of the Secretary of the Commonwealth or the department, other than an engrossed certificate................ |
40 |
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(iv) For preparing and issuing an engrossed certificate........................................ |
125 |
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(12) Report of record search other than a search under paragraph (9): |
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(i) For preparing and providing a report of a record search, the fee specified in paragraph (10), if any, plus....................................... |
15 |
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(ii) (Reserved). |
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(13) Reservation and registration of names: |
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(i) Reservation of association name........... |
70 |
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(ii) Registration of foreign association name. |
70 |
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(14) Change of registered office or address: |
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(i) Each statement of change of registered office by agent.................................... |
5 |
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(ii) Each statement or certificate of change of registered office............................... |
5 |
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(iii) Each statement of change of address..... |
5 |
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(15) Expedited service: |
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(i) For the processing of a filing under this title or 13 Pa.C.S. (relating to commercial code) which is received by the bureau before 4 p.m. and is requested to be completed within one hour, an additional fee of.................................. |
1,000 |
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(ii) For the processing of a filing under this title or 13 Pa.C.S. which is received by the bureau before 2 p.m. and is requested to be completed within three hours, an additional fee of........... |
300 |
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(iii) For processing of a filing under this title or 13 Pa.C.S. which is received by the bureau before 10 a.m. and is requested to be completed the same day, an additional fee of..................... |
100 |
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(16) Entity transactions: |
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(i) Statement of merger, interest exchange, conversion, division or domestication.............. |
70 |
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(ii) Additional fee for each association that is a party to a merger............................. |
40 |
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(iii) Additional fee for each new association resulting from a division.......................... |
125 |
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(iv) Each ancillary transaction............... |
70 |
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(17) Special processing fees: |
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(i) Request that multiple documents delivered to the department on the same day be filed in a certain order...................................... |
70 |
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(ii) (Reserved). |
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(18) Annual report of domestic or foreign association: |
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(i) Annual report delivered to the bureau by a nonprofit corporation or a limited partnership or limited liability company with a not-for-profit purpose........................................... |
0 |
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(ii) Annual report delivered to the bureau electronically..................................... |
7 |
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(iii) Annual report not delivered to the bureau electronically.............................. |
7 |
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(19) Reinstatement of domestic association: |
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(i) Application for reinstatement delivered to the bureau electronically.......................... |
35 |
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(ii) Application for reinstatement not delivered to the bureau electronically............. |
40 |
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(iii) Additional fee required by section 383(a)(4)(ii) (relating to reinstatement) for each annual report not previously paid.................. |
15 |
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(20) Statement of validation: |
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(i) Statement of validation, any filing fee referred to in section 227(c) (relating to statement of validation), plus..................... |
75 |
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(ii) (Reserved). |
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(b) Daily listings.--The bureau may provide listings or copies, or both, of complete daily filings of any class of documents or papers for a fee of 25¢ per filing listed or set forth therein.
(c) Other services.--The bureau may charge equivalent fees for any like service not specified in subsection (a) or (b).
(d) Restriction.--UCC Revenue received by a county recorder of deeds under 13 Pa.C.S. § 9525 (relating to fees) after June 30, 2001, shall be restricted for use by the county recorder of deeds and the county prothonotary. The revenue shall be credited to the offices of the county recorder of deeds and the county prothonotary on the basis of the amount collected in each office in calendar year 2000, excluding any amounts paid to the Commonwealth. Revenue received in excess of the total amount received by each office during the year 2000, excluding amounts paid to the Commonwealth, shall be distributed pro rata to the county recorder of deeds and the county prothonotary. In a county without a recorder of deeds or a prothonotary, the provisions of this subsection shall apply to the equivalent county officials.
(Dec. 18, 1992, P.L.1269, No.167, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; Dec. 7, 1994, P.L.703, No.106, eff. 60 days; Dec. 3, 1998, P.L.944, No.124, eff. 60 days; June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Dec. 23, 2003, P.L.282, No.47, eff. imd.; July 9, 2013, P.L.476, No.67; 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 subsec. (b) and added subsec. (a)(18), (19) and (20).
2016 Amendment. Act 170 amended subsec. (a)(2) and (3).
2014 Amendment. Act 172 amended subsec. (a).
2013 Amendment. Section 58(2) of Act 67 provided that subsec. (a)(16) shall take effect upon publication of the notice under section 55 of Act 67. See section 55 of Act 67 in the appendix to this title for special provisions relating to publication of notice. The notice was published December 21, 2013, at 43 Pa.B. 7515.
2001 Amendment. Act 18 amended subsec. (a) intro. par. and (8) and added subsec. (d).
Cross References. Section 153 is referred to in sections 133, 152, 227, 383 of this title; section 1112 of Title 54 (Names).
§ 154. Enforcement and collection.
(a) General rule.--
(1) The department shall not be required to receive or file any document or paper unless the same shall be accompanied by the proper fee, but the department may in its discretion permit the filing of any document or paper without first requiring payment of the fee required by this subchapter when satisfied that the fee will be paid promptly. If any such fee is not paid in the manner and within the time prescribed by regulation of the department, the filing to which such fee relates shall become void.
(2) With respect to filings under 13 Pa.C.S. Div. 9 (relating to secured transactions), paragraph (1) is subject to 13 Pa.C.S. §§ 9516 (relating to what constitutes filing; effectiveness of filing) and 9520 (relating to acceptance and refusal to accept record).
(b) Extension of credit.--The department may make provision by regulation for the extension of credit to persons dealing with it. Any person who shall fail or refuse to satisfy any indebtedness owing to the Commonwealth under this subchapter in the manner and within the time prescribed by regulation adopted pursuant to this subsection shall pay to the Commonwealth, in addition to the principal amount of such indebtedness and interest thereon, liquidated damages in the amount of $500.
(June 8, 2001, P.L.123, No.18, eff. July 1, 2001)
2001 Amendment. Act 18 amended subsec. (a).
§ 155. Disposition of funds.
(a) Corporation Bureau Restricted Account.--The Corporation Bureau Restricted Account, established under former section 814 of the act of April 9, 1929 (P.L.177, No.175), known as The Administrative Code of 1929, is continued. This account shall receive 30% of the amount received by the department under this subchapter except for the fees collected under 13 Pa.C.S. § 9525(a)(1)(ii) (relating to fees). This account shall receive 5% of the amount received by the department under 13 Pa.C.S. § 9525(a)(1)(ii). The balance of the amount received by the department under this subchapter shall be deposited in the General Fund. Money in the account shall be used solely for the operation of the bureau and for its modernization as may be required for improved operations of the bureau unless a surplus arises after two consecutive years, at which time the Secretary of the Commonwealth shall transfer any amount in excess of the bureau's budget into the General Fund.
(b) Expenditures.--The department shall submit a budget for the operation or modernization of the bureau to the Governor for approval. Such funds as are approved by the Governor are hereby appropriated from the Corporation Bureau Restricted Account to the department for the operation of the bureau.
(c) Advisory committee.--The Secretary of the Commonwealth shall appoint a Corporation Bureau Advisory Committee. The committee shall be composed of persons knowledgeable in matters covered by this title and related provisions of law and who have been recommended for appointment to the committee by the organized bar or other organized users of the facilities and services of the bureau. Members shall serve without compensation other than reimbursement for reasonable and necessary expenses in accordance with Commonwealth policy or regulations, shall serve for terms fixed by the secretary and may be reappointed. The Chairman of the committee shall be elected by the committee. The committee shall make recommendations to the Governor with respect to each budget submitted under subsection (b) and may consult with the department in the administration of this title and related provisions of law. The committee, in consultation with the bureau and the department, shall submit, by June 1 of each odd-numbered year, a report to the General Assembly describing its activities under this title and any recommended changes to this title.
(June 8, 2001, P.L.123, No.18, eff. July 1, 2001; June 22, 2001, P.L.418, No.34, eff. 60 days; Dec. 23, 2003, P.L.282, No.47, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment. Act 67 amended subsec. (b) and added subsec. (a).
2001 Amendments. Act 18 amended subsec. (a) and Act 34 amended subsec. (c).
Cross References. Section 155 is referred to in sections 8221, 8998 of this title.
§ 156. References.
In statutes, regulations and orders, a reference to the Corporation Bureau shall be deemed a reference to the bureau.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment. Act 67 added section 156.
SUBCHAPTER D
DOMESTICATION OF CERTAIN
ALIEN ASSOCIATIONS
Sec.
161. Domestication of certain alien associations.
162. Contingent domestication of certain alien associations (Repealed).
Enactment. Subchapter D was added as Subchapter C December 21, 1988, P.L.1444, No.177, effective October 1, 1989, and was relettered to Subchapter D December 19, 1990, P.L.834, No.198, effective immediately.
Subchapter Heading. The heading of Subchapter D was amended October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
§ 161. Domestication of certain alien associations.
(a) General rule.--Except as restricted by subsection (e), any association as defined in subsection (f) may become a domestic association by filing in the Department of State a statement of domestication.
(b) Statement of domestication.--The statement of domestication shall be signed by the association and shall set forth in the English language:
(1) The name of the association. If the name is in a foreign language, it shall be set forth in Roman letters or characters or Arabic or Roman numerals. If the name is one that is rendered unavailable for use by a domestic entity by section 202(b) or (c) (relating to requirements for names generally), the association shall adopt a new name, in accordance with any procedures for changing the name of the association that are applicable prior to the domestication of the association, and shall set forth the new name in the statement.
(2) The name of the jurisdiction under the laws of which and the date on which it was first formed, incorporated or otherwise came into being.
(3) The name of the jurisdiction that constituted the seat, siege social or principal place of business or control administration of the association, or any equivalent under applicable law, immediately prior to the filing of the statement.
(4) A statement of the type of domestic association that the association will be upon domestication.
(5) A statement that the filing of the statement of domestication and, if desired, the renunciation of the prior domicile has been authorized (unless its organic rules require a greater vote) by a majority in interest of the interest holders of the association.
(6) If the association will be a type of domestic association that is created by a filing in the department, such other provisions as are required to be included in an initial filing to create that type of domestic association, except that it shall not be necessary to set forth the name of the person organizing the association.
(7) Any other provision that the association may choose to insert unless this title prohibits the inclusion of such a provision in a filing that creates the type of domestic association that the association will be upon domestication.
(c) Execution.--The statement shall be signed on behalf of the association by any authorized person.
(d) Effect of domestication.--Upon the filing of the statement of domestication, the association shall be domesticated in this Commonwealth and the association shall thereafter be subject to any applicable provisions of this title and any other provisions of law applicable to associations existing under the laws of this Commonwealth. If the association will be a type of domestic association that is created by a filing in the department, the statement of domestication shall constitute that filing. The domestication of any association in this Commonwealth pursuant to this section shall not be deemed to affect any obligations or liabilities of the association incurred prior to its domestication.
(e) Exclusion.--An association that can be domesticated under Subchapter G of Chapter 3 (relating to domestication) shall not be domesticated under this section.
(f) Definition.--As used in this section, the term "association," except as restricted by subsection (e), includes any incorporated organization, private law corporation (whether or not organized for business purposes), public law corporation, partnership, proprietorship, joint venture, foundation, trust, association or similar organization or entity existing under the laws of any jurisdiction other than this Commonwealth.
(g) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).
(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)
2019 Correction. The Legislative Reference Bureau made a 2019 correction adding back subsec. (g) that was erroneously dropped.
2014 Amendment. Act 172 amended subsecs. (b) intro. par., (1) and (5), (e) and (f).
2001 Amendment. Act 34 amended subsecs. (b), (d), (e), (f) and (g) and carried without amendment subsec. (c).
1990 Amendment. Act 198 renumbered section 151 to section 161 and amended the section heading and subsecs. (e) and (f).
Cross References. Section 161 is referred to in section 153 of this title.
§ 162. Contingent domestication of certain alien associations (Repealed).
2014 Repeal. Section 162 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
CHAPTER 2
ENTITIES GENERALLY
Subchapter
A. Names
B. Ratification of Defective Entity Actions
Enactment. Chapter 2 was added October 22, 2014, P.L.2640, No.172, effective July 1, 2015, unless otherwise noted.
Cross References. Chapter 2 is referred to in sections 1911, 5911 of this title.
SUBCHAPTER A
NAMES
Sec.
201. Definitions.
202. Requirements for names generally.
203. Corporation names.
204. Partnership and limited liability company names.
205. Business trust names.
206. Requirements for foreign association names.
207. Required name changes by senior associations.
208. Reservation of name.
209. Registration of name of nonregistered foreign association.
210. Registration of name of domestic nonfiling association.
Cross References. Subchapter A is referred to in sections 383, 414, 8415, 8615, 8621, 8815, 8821 of this title.
§ 201. Definitions.
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:
"Covered association." Any of the following:
(1) a domestic filing entity;
(2) a domestic limited liability partnership;
(3) an electing partnership; or
(4) a registered foreign association.
"Proper name." The name set forth in:
(1) the public organic record of a domestic filing association;
(2) the statement of registration of a limited liability partnership;
(3) the statement of election of an electing partnership; or
(4) the statement of registration of a registered foreign association under section 412(a)(1)(i) (relating to foreign registration statement) or, if that name does not comply with this section, the name set forth in the statement under section 412(a)(1)(ii).
§ 202. Requirements for names generally.
(a) General rule.--The proper name of a covered association may be in any language, but it must be expressed in Roman letters or characters, Arabic or Roman numerals or symbols or characters specified by regulation of the department under section 133(a)(3)(vi) (relating to powers of Department of State).
(b) Duplicate use of names.--Except as provided in subsection (f), the proper name of a covered association must be distinguishable on the records of the department from the following:
(1) The proper name of another covered association, unless the covered association has:
(i) stated that it is about to change its name, is about to cease to do business, is being wound up or is a foreign association about to withdraw from doing business in this Commonwealth, and the statement and a consent to the adoption of the name are delivered to the department for filing;
(ii) filed a tax return or certificate with the Department of Revenue indicating that the covered association or other association is out of existence or has failed for a period of three successive years to file with the Department of Revenue a report or return required by law and the fact of the failure has been certified by the Department of Revenue to the Department of State;
(iii) abandoned its name under the laws of its jurisdiction of formation, by amendment, merger, consolidation, division, expiration, dissolution or otherwise, without its name being adopted by a successor, and an official record of that fact, certified as provided under 42 Pa.C.S. § 5328 (relating to proof of official records), is presented by a person to the department.
(iv) (Deleted by amendment).
(1.1) Paragraph (1) does not apply to protect the proper name of another covered association during the time while:
(i) the association is administratively dissolved under Subchapter H of Chapter 3 (relating to administrative dissolution or cancellation), if the association is a domestic filing entity;
(ii) the statement of registration of the association is canceled under Subchapter H of Chapter 3, if the association is a domestic limited liability partnership; or
(iii) the statement of election of the association is canceled under Subchapter H of Chapter 3, if the association is an electing partnership.
(2) A name that has been reserved or registered pursuant to section 208 (relating to reservation of name), 209 (relating to registration of name of nonregistered foreign association) or 210 (relating to registration of name of domestic nonfiling association). A name shall be rendered unavailable for use under this subchapter by reason of the filing by the department of an assumed or fictitious name registration under 54 Pa.C.S. Ch. 3 (relating to fictitious names) only to the extent expressly provided in 54 Pa.C.S. Ch. 3.
(c) Required approvals or conditions.--
(1) The proper name of a covered association shall not imply that the association is:
(i) A governmental agency of the Commonwealth or of the United States.
(ii) A bank, bank and trust company, savings bank, private bank or trust company, as defined in the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965, unless:
(A) The association is a Pennsylvania bank holding company or is otherwise authorized by statute to use its name.
(B) The association is a nonprofit corporation holding property in trust under section 5547 (relating to authority to take and hold trust property) and has been converted from a trust company under Subchapter E of Chapter 3 (relating to conversion). The preceding sentence controls over section 805(b) of the Banking Code of 1965.
(iii) An insurance company, nor shall it contain any of the words "annuity," "assurance," "beneficial," "bond," "casualty," "endowment," "fidelity," "fraternal," "guaranty," "indemnity," "insurance," "insurer," "reassurance," "reinsurance," "surety" or "title" when used in a manner as to imply that the association is engaged in the business of writing insurance or reinsurance as principal or any other words of like purport unless it is duly licensed as an insurance company by its jurisdiction of formation or the Insurance Department certifies that it has no objection to the use by the association or proposed association of the designation. The proper name of a domestic insurance company shall:
(A) contain the word "mutual" only if it is a mutual insurance company; and
(B) clearly designate the object and purpose of the association.
(iv) A public utility furnishing electric or gas service to the public, unless the association or proposed association has as an express purpose the furnishing of service subject to the jurisdiction of the Pennsylvania Public Utility Commission or the Federal Energy Regulatory Commission.
(v) A credit union. See 17 Pa.C.S. § 104 (relating to prohibition on use of words "credit union").
(2) The proper name of a covered association shall not contain:
(i) The word "college," "university" or "seminary" when used in a manner as to imply that it is an educational institution conforming to the standards and qualifications prescribed by the State Board of Education, unless there is submitted a certificate from the Department of Education certifying that the association or proposed association is entitled to use that designation.
(ii) Words that constitute blasphemy, profane cursing or swearing or that profane the Lord's name.
(iii) The words "engineer" or "engineering," "surveyor" or "surveying" or any other word implying that any form of the practice of engineering or surveying as defined in the act of May 23, 1945 (P.L.913, No.367), known as the Engineer, Land Surveyor and Geologist Registration Law, is provided unless at least one of the individuals signing the initial public organic record of the association or one of the governors of the existing association has been properly registered with the State Registration Board for Professional Engineers in the practice of engineering or surveying and there is submitted to the department a certificate from the board to that effect.
(iv) The words "architect" or "architecture" or any other word implying that any form of the practice of architecture as defined in the act of December 14, 1982 (P.L.1227, No.281), known as the Architects Licensure Law, is provided unless at least one of the individuals signing the initial public organic record of the association or one of the governors of the existing association has been properly registered with the Architects Licensure Board in the practice of architecture and there is submitted to the department a certificate from the board to that effect.
(v) The word "cooperative" or an abbreviation thereof unless the corporation is a cooperative corporation.
(vi) Any other words prohibited by law. See section 103 (relating to subordination of title to regulatory laws).
(d) Other rights unaffected.--This section shall not abrogate or limit the law as to unfair competition or unfair practices nor derogate from the common law, the principles of equity or the provisions of 54 Pa.C.S. (relating to names) with respect to the right to acquire and protect trade names.
(e) Remedies for violation of section.--The use of a name in violation of this section shall not vitiate or otherwise affect the existence or any acts of an association, but a court having jurisdiction may enjoin the association from using or continuing to use a name in violation of this section on the application of:
(1) the Attorney General, acting on his or her own motion or at the instance of an administrative department, board or commission of this Commonwealth; or
(2) a person adversely affected.
(f) Court-ordered use of name.--Subsection (b) shall not apply if an association delivers to the department for filing a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the association to use a name in this Commonwealth.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days; July 15, 2024, P.L.728, No.59, eff. 60 days)
2024 Amendment. Act 59 amended subsec. (b)(2).
2022 Amendment. Act 122 amended subsec. (b)(1) and added subsec. (b)(1.1).
References in Text. The name of the State Registration Board for Professional Engineers and Professional Land Surveyors was changed to the State Registration Board for Professional Engineers, Land Surveyors and Geologists by the act of December 16, 1992 (P.L.1151, No.151).
Cross References. Section 202 is referred to in sections 161, 206, 207, 210, 412, 418, 2121, 2921, 7703 of this title; sections 302, 311 of Title 54 (Names).
§ 203. Corporation names.
(a) Business corporations.--The proper name of a domestic or registered foreign business corporation must contain:
(1) the word "corporation," "company," "incorporated" or "limited" or an abbreviation of any of the terms;
(2) the word "association," "fund" or "syndicate"; or
(3) words or abbreviations of like import used in a jurisdiction other than this Commonwealth.
(b) Nonprofit corporations.--The proper name of a domestic nonprofit corporation or registered foreign corporation not-for-profit shall not be required to contain one of the words or abbreviations described under subsection (a).
§ 204. Partnership and limited liability company names.
(a) Limited liability partnerships.--The proper name of a domestic limited liability partnership or registered foreign limited liability partnership must contain the term "company," "limited" or "limited liability partnership," or an abbreviation of one of those terms, or words or abbreviations of like import used in a jurisdiction other than this Commonwealth.
(b) Limited partnerships.--The proper name of a domestic or registered foreign limited partnership:
(1) shall not be required to contain a word or abbreviation indicating that it is a limited partnership;
(2) if it is a limited liability limited partnership, must contain:
(i) the term "company," "limited" or "limited liability limited partnership" or a term of like import; or
(ii) an abbreviation of a term under subparagraph (i); and
(3) may contain the name of a partner.
(c) Limited liability companies.--The proper name of a domestic limited liability company or registered foreign limited liability company must contain the term "company," "limited" or "limited liability company," or an abbreviation of one of those terms, or words or abbreviations of like import used in a jurisdiction other than this Commonwealth.
§ 205. Business trust names.
The proper name of a domestic business trust or registered foreign business trust shall not be required to contain a word or abbreviation indicating that it is a business trust.
§ 206. Requirements for foreign association names.
(a) General rule.--The department shall not file a registration statement pursuant to section 412 (relating to foreign registration statement) for a foreign association that, except as provided under subsection (b), has a name that is rendered unavailable for use by a covered association by any provision of this subchapter.
(b) Exception.--The provisions of section 202(b) and (c) (relating to requirements for names generally) shall not prevent the filing of a registration statement of a foreign association whose name in its jurisdiction of formation would be prohibited from use in this Commonwealth by section 202(b) and (c) if the foreign association adopts a name for use in registering to do business in this Commonwealth that is available for use by a covered association.
(Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
Cross References. Section 206 is referred to in section 209 of this title.
§ 207. Required name changes by senior associations.
(a) Loss of rights to name.--A covered association shall cease to have the exclusive right to its proper name:
(1) while it is administratively dissolved under Subchapter H of Chapter 3 (relating to administrative dissolution or cancellation), if the association is a domestic filing entity;
(2) while its statement of registration is canceled under Subchapter H of Chapter 3, if the association is a domestic limited liability partnership;
(3) while its statement of election is canceled under Subchapter H of Chapter 3, if the association is an electing partnership; or
(4) if it has filed in the Department of Revenue a tax return or certificate indicating that it is out of existence.
(b) Adoption of new name on reinstatement.--Upon the removal of the reason why a covered association has lost the exclusive right to its proper name under subsection (a), the association shall make inquiry with the Department of State with regard to the availability of its name and, if the name has been appropriated by another person, the covered association shall adopt a new name in accordance with law before resuming its activities.
(c) Enforcement of undertaking to release name.--If a covered association has used a name that is not distinguishable on the records of the Department of State from the name of another association as permitted by section 202(b)(1) (relating to requirements for names generally) and the other association continues to use its name in this Commonwealth and does not change its name, cease to do business, be wound up or withdraw as it proposed to do in its consent or change its name as required by subsection (a), any court having jurisdiction may enjoin the other association from continuing to use its name or a name that is not distinguishable therefrom on the application of:
(1) the Attorney General, acting on his or her own motion or at the instance of an administrative department, board or commission of this Commonwealth; or
(2) any person adversely affected.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsecs. (a) and (b).
Cross References. Section 207 is referred to in sections 1341, 5341 of this title.
§ 208. Reservation of name.
(a) General rule.--The exclusive right to the use of a name may be reserved by any person. The reservation shall be made by delivering to the department an application to reserve a specified name, signed by the applicant. If the department finds that the name is available for use, it shall reserve the name for the exclusive use of the applicant for a period of 120 days.
(b) Transfer of reservation.--The right to exclusive use of a name reserved pursuant to subsection (a) may be transferred to any other person by delivering to the department a notice in record form of the transfer, signed by the person who reserved the name, and specifying the name and address of the other person.
(c) Cross references.--See:
Section 134 (relating to docketing statement).
Section 135 (relating to requirements to be met by filed documents).
Section 209 (relating to registration of name of nonregistered foreign association).
Cross References. Section 208 is referred to in section 202 of this title; section 311 of Title 54 (Names).
§ 209. Registration of name of nonregistered foreign association.
(a) General rule.--A nonregistered foreign association may register a name that is available for use by a registered foreign association pursuant to section 206 (relating to requirements for foreign association names) by delivering to the department for filing an application for registration of name, signed by the association, setting forth:
(1) The name of the association.
(2) The address, including street and number, if any, of the principal office of the association.
(3) The name being registered.
(b) Annual renewal.--An association that has in effect the registration of a name may renew the registration from year to year by annually delivering to the department for filing an application for renewal setting forth the facts required to be set forth in an original application for registration. A renewal application may be filed between October 1 and December 31 in each year and shall extend the registration for the following calendar year.
(c) Use of registered name.--A foreign association whose name registration is effective may register as a foreign association under the registered name or consent in record form to the use of that name by another association.
(d) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsecs. (a) and (b).
Cross References. Section 209 is referred to in sections 202, 208 of this title; section 311 of Title 54 (Names).
§ 210. Registration of name of domestic nonfiling association.
(a) General rule.--A domestic nonfiling association that is not a limited liability partnership may register a name that is available for use by a domestic filing entity under section 202 (relating to requirements for names generally) by delivering to the department for filing an application for registration of name, signed by the association, stating:
(1) The name of the association.
(2) The address, including street and number, if any, of the principal office of the association.
(3) The name being registered.
(b) Annual renewal.--A domestic nonfiling association that has in effect a registration of its name may renew the registration from year to year by annually filing an application for renewal stating the facts required to be stated in an original application for registration. A renewal application may be filed between October 1 and December 31 in each year and shall extend the registration for the following calendar year.
(c) Use of registered name.--A domestic nonfiling association whose name registration is effective may convert under Subchapter E of Chapter 3 (relating to conversion) to a domestic filing entity under the registered name or consent in a signed record to the use of that name by another entity.
(d) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).
(July 15, 2024, P.L.728, No.59, eff. 60 days)
2024 Amendment. Act 59 added section 210.
Cross References. Section 210 is referred to in section 202 of this title.
SUBCHAPTER B
(Reserved)
SUBCHAPTER B
RATIFICATION OF DEFECTIVE
ENTITY ACTIONS
Sec.
221. Definitions.
222. Nonexclusivity.
223. Ratification of defective entity actions.
224. Action on ratification.
225. Optional notice.
226. Effect of ratification.
227. Statement of validation.
228. Judicial proceedings regarding validity of entity actions.
229. Limitation on voiding certain defective entity actions.
Subchapter Heading. The heading of Subchapter B was amended November 3, 2022, P.L.1791, No.122, effective in 60 days.
§ 221. Definitions.
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:
"Applicable rule." A statute, rule or regulation regulating the procedures for seeking or obtaining authorization or approval of an entity action. The term includes this title and the provisions of prior organic laws applicable to a domestic entity and an entity action subject to this subchapter.
"Date of the defective entity action." The date, or the approximate date if the exact date is unknown, the defective entity action was purported to have become effective.
"Defective entity action." An overissue or any other entity action purportedly taken that is and, at the time the entity action was purportedly effective, would have been within the power of the entity, but due to a failure of authorization of the entity action:
(1) is void or voidable;
(2) cannot be determined not to be void or voidable by the governors of the ratifying entity or previous entity; or
(3) otherwise does not operate fully in the manner intended at the time the entity action was purported to have become effective.
"Entity action." An action taken by or on behalf of a domestic entity, including any action taken by the incorporator or organizer, the governors or a committee of the governors, an officer or other agent of the entity or the interest holders and any action taken by or on behalf of a previous entity pursuant to a plan or plan agreement providing for the formation or augmentation of the domestic entity.
"Failure of authorization." Either:
(1) the failure of an entity action to have been authorized, adopted, approved or otherwise effected in compliance with the organic rules, a resolution of the governors, an applicable rule, a plan, a plan agreement or a governance agreement or the disclosure set forth in a proxy or consent solicitation statement regarding the approval or authorization of the entity action; or
(2) a circumstance where the governors cannot determine that an entity action was validly authorized, approved or otherwise effected in compliance with paragraph (1).
"Formation or augmentation." The formation of an entity pursuant to a plan or the vesting of property, liabilities, rights, privileges, immunities or powers in an entity pursuant to a plan.
"Governance agreement." An agreement regarding the governance of an entity or the transfer of interests in the entity to which the entity and at least one interest holder are parties or are stated or intended beneficiaries.
"Overissue." The purported issuance:
(1) with respect to a domestic business corporation, of:
(i) shares of a class or series of a business corporation in excess of the number of shares of the class or series the corporation has the power to issue under its articles of incorporation at the time of the issuance; or
(ii) shares of any class or series that is not at the time authorized for issuance by the articles of incorporation of a business corporation; or
(2) with respect to any type of domestic entity other than a business corporation, of:
(i) interests of any type in excess of the number of interests of that type the entity has the power to issue under its organic rules at the time of the issuance; or
(ii) interests of any type that is not at the time authorized for issuance by the organic rules of the entity.
"Plan." A plan as defined in section 312 (relating to definitions) or a plan of asset transfer under section 1932 (relating to voluntary transfer of corporate assets) or other sale, lease, exchange or other disposition of all or substantially all assets, in each case approved or adopted or implemented by an entity or by a previous entity.
"Plan agreement." An agreement providing for the adoption or implementation of a plan to which the entity is a party or providing for the formation or augmentation of the entity.
"Previous entity." In the case of ratification of the formation or augmentation of a domestic entity pursuant to a plan, each entity that adopted, approved or implemented the plan, other than the ratifying entity.
"Putative interests." The shares or interests of any class, series or type, including shares or interests issued upon exercise of rights, options, warrants or other securities convertible into shares or interests, that purportedly were created or issued as a result of a defective entity action.
"Ratifying entity." The domestic entity whose governors or interest holders have ratified a defective entity action or who seek review under section 228 (relating to judicial proceedings regarding validity of entity actions) of a defective entity action that has not been ratified.
"Valid interests." The shares or interests of any class, series or type that have been duly authorized and validly issued in accordance with all applicable rules, including as a result of ratification or validation under this subchapter.
"Validation effective time." With respect to a defective entity action ratified under this subchapter, the later of:
(1) the time at which the ratification of the defective entity action is approved in accordance with this subchapter by either:
(i) the interest holders; or
(ii) the governors, if approval of the interest holders is not required; and
(2) the time at which any statement of validation filed in accordance with section 227 (relating to statement of validation) becomes effective.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 added section 221.
§ 222. Nonexclusivity.
Ratification or validation under this subchapter is not the exclusive means of ratifying or validating a defective entity action, and the absence or failure of ratification or validation in accordance with this subchapter does not, of itself, affect the validity or effectiveness of any entity action properly ratified under common law or otherwise, nor does it create a presumption that an entity action is or was a defective entity action or void or voidable.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 added section 222.
§ 223. Ratification of defective entity actions.
(a) Action by governors.--To ratify a defective entity action under this subchapter other than the ratification of an election of the initial governors under subsection (b), the governors of the ratifying entity must take an action, in accordance with section 224 (relating to action on ratification), stating:
(1) the defective entity action to be ratified and, if the defective entity action involved the issuance of putative interests, the number and type of putative interests purportedly issued;
(2) the date of the defective entity action;
(3) the nature of the failure of authorization with respect to the defective entity action to be ratified; and
(4) that the governors approve the ratification of the defective entity action.
(b) Election of initial governors.--In the event that the defective entity action to be ratified relates to the election of the initial governors of an entity, a majority of the persons who, at the time of the ratification, are exercising the powers of the governors may take an action stating:
(1) the name of each person who first took action in the name of the entity as the initial governors of the entity;
(2) the earlier of the date on which each person first took action or was purported to have been elected as an initial governor; and
(3) that the ratification of the election of each person as an initial governor is approved.
(c) Action by interest holders.--If any provision of the organic rules, a resolution of the governors, an applicable rule, a plan, a plan agreement or a governance agreement requires action by the interest holders or would have required action by the interest holders of the entity or of a previous entity at the date of the occurrence of the defective entity action, and that required action by the interest holders has not previously been obtained, the ratification of the defective entity action approved in the action taken by the governors under subsection (a) shall be submitted to the interest holders for action in accordance with section 224.
(d) Abandonment of ratification.--Unless otherwise provided in the action taken by the governors under subsection (a), after the action by the governors has been taken and, whether or not the action has been approved by the interest holders, the governors may abandon the ratification at any time before the validation effective time without further action of the interest holders.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 added section 223.
Cross References. Section 223 is referred to in sections 224, 225 of this title.
§ 224. Action on ratification.
(a) Quorum and required vote of governors.--The quorum and voting requirements applicable to a ratifying action by the governors under section 223 (relating to ratification of defective entity actions) shall be the quorum and voting requirements applicable to the entity action proposed to be ratified at the time the ratifying action is taken.
(b) Notice to interest holders.--If the ratification of the defective entity action requires action by the interest holders under section 223(c), and if the action is to be taken at a meeting, the entity must give notice to each holder of interests, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of the date of the occurrence of the defective entity action. If the ratification relates to an overissue, the entity must give notice to the holders of both valid and putative interests. The entity is not required to give notice as otherwise required by this subsection to holders of valid or putative interests whose identities or addresses for notice cannot be determined from the records of the entity. The notice must state that the purpose, or one of the purposes, of the meeting is to consider ratification of a defective entity action and must be accompanied by:
(1) either a copy of the action taken by the governors in accordance with section 223 or the information required by section 223(a)(1), (2), (3) and (4); and
(2) a statement that any claim that the ratification of the defective entity action and any putative interests issued as a result of the defective entity action should not be effective, or should be effective only on certain conditions, must be brought within 120 days after the applicable validation effective time.
(c) Quorum and required vote of interest holders.--Except as provided in subsection (d) with respect to the voting requirements to ratify the election of governors, the quorum and voting requirements applicable to the approval by the interest holders required by section 223(c) shall be the quorum and voting requirements applicable to the entity action proposed to be ratified at the time of the interest holder approval, except that the presence or approval of interests of any class or series of which no interests are then outstanding, or of any person that is no longer an interest holder, shall not be required.
(d) Election of governors.--Action by interest holders ratifying the election of governors requires either:
(1) that the votes cast within the voting group favoring ratification exceed the votes cast opposing ratification of the election at a meeting at which a quorum is present; or
(2) in the case of directors or a class of directors of a business corporation elected by cumulative voting, that the votes cast against ratification not be sufficient to elect one or more directors to the board or to the class.
(e) Putative interests.--The following apply to putative interests:
(1) Putative interests on the record date for determining the interest holders entitled to vote on any matter submitted to interest holders under section 223(c) shall be entitled to vote and shall be counted for quorum purposes in any vote to approve the ratification of the matter if:
(i) they are shares of a registered corporation described in section 2502(1) (relating to registered corporation status); and
(ii) they have been held of record in fungible bulk by a registered clearing agency or its nominee, acting as securities intermediary.
(2) In all other cases, putative interests on the record date for determining the interest holders entitled to vote on any matter submitted to interest holders under section 223(c), and without giving effect to any ratification of putative interests that becomes effective as a result of the vote, are not entitled to vote and do not count for quorum purposes in any vote to approve the ratification of a defective entity action.
(f) Required amendment.--If the approval under this section of putative interests would result in an overissue, in addition to the approval required by section 223, approval of an amendment to the organic rules of the entity to increase the number of interests of an authorized class or series or to authorize the creation of a class or series of interests so there will be no over issue is also required.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 added section 224.
Cross References. Section 224 is referred to in sections 223, 225, 228, 1911 of this title.
§ 225. Optional notice.
(a) General rule.--If interest holder approval is not required under section 223(c) (relating to ratification of defective entity actions) or if notice has not been given in accordance with section 224(b) (relating to action on ratification), the ratifying entity nonetheless may give notice of an action taken under section 223 to each interest holder, including the holders of both valid and putative interests, regardless of whether entitled to vote, as of both:
(1) the date of the action by the governors; and
(2) the date of the defective entity action ratified.
(b) Contents.--The notice shall contain:
(1) either a copy of the action taken by the governors in accordance with section 223(a) or (b) or the information required by section 223(a)(1), (2), (3) and (4) or 223(b)(1), (2) and (3), as applicable; and
(2) a statement that any claim that the ratification of the defective entity action and any putative interests issued as a result of the defective entity action should not be effective, or should be effective only on certain conditions, must be brought within 120 days after giving notice.
(c) Exception.--Notice under this section is not required to be given to holders of valid and putative interests whose identities or addresses for notice cannot be determined from the records of the entity.
(d) Notice by registered corporations.--Notice given by a registered corporation under this section may be given by means of a publicly available filing with the Securities and Exchange Commission.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 added section 225.
Cross References. Section 225 is referred to in section 228 of this title.
§ 226. Effect of ratification.
(a) General rule.--A defective entity action is not void or voidable, or deprived of full effect, as a result of its failure of authorization if ratified in accordance with this subchapter, unless the court determines under section 228 (relating to judicial proceedings regarding validity of entity actions) that the ratification was not valid.
(b) Specific aspects of validation.--Subject to a court determination under section 228 that the ratification was not valid, from and after the validation effective time of a defective entity action, and without regard to the 120-day period during which a claim may be brought under section 228:
(1) The defective entity action is not void or voidable, or deprived of full effect, as a result of its failure of authorization and is duly authorized and a valid entity action effective as of the date when the defective entity action was taken.
(2) The issuance of each putative interest or fraction of a putative interest purportedly issued pursuant to the defective entity action is not void or voidable, and each putative interest or fraction of a putative interest is an identical, duly authorized and validly issued interest or fraction of an interest as of the time it was purportedly issued.
(3) Any entity action taken subsequent to the defective entity action in reliance on the defective entity action having been validly effected is duly authorized and valid as of the time taken. Any subsequent defective entity action resulting directly or indirectly from the original defective entity action, if the failure of authorization of the subsequent defective entity action relates solely to the defective entity action ratified under this subchapter, is duly authorized and valid as of the time taken.
(4) If a document was previously filed by the department in respect of the defective entity action, any statement in the document to the effect that the defective entity action was validly approved in accordance with applicable rules is deemed stricken from the document.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 added section 226.
§ 227. Statement of validation.
(a) General rule.--If a defective entity action ratified under this subchapter would have required under any other section of this title a filing in accordance with this title, the ratifying entity shall deliver to the department for filing a statement of validation in accordance with this section, regardless of whether a filing was previously made in respect of the defective entity action and in lieu of a filing otherwise required by this title. The statement of validation shall serve to amend or substitute for any other filing with respect to the defective entity action required by this title.
(b) Contents.--The statement of validation must be signed by the ratifying entity and set forth:
(1) the name of the ratifying entity;
(2) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address of its registered office, including street and number, if any, in this Commonwealth;
(3) the defective entity action that is the subject of the statement of validation, including, in the case of any defective entity action involving the issuance of putative interests, the number and type of putative interests issued and the date or dates upon which the putative interests were purported to have been issued;
(4) the date of the defective entity action;
(5) the nature of the failure of authorization in respect of the defective entity action;
(6) a statement that the defective entity action was ratified in accordance with this subchapter, including the date on which the governors ratified the defective entity action and the date, if any, on which the interest holders approved the ratification of the defective entity action; and
(7) the following information with respect to previous documents delivered to the department by the ratifying entity or by a previous entity:
(i) if a document was previously filed by the department in respect to the defective entity action and no changes to the filing are required to give effect to the ratification of the defective entity action, the statement of validation must:
(A) state the name of the entity filing the statement of validation and the statute under which it was incorporated or formed;
(B) state the name, title and filing date of the filing previously made and any previous statement of correction to that filing; and
(C) have attached a copy of the filing previously made, together with any previous statement of correction to that filing.
(ii) if a document was previously filed by the department in respect to the defective entity action and the filing requires a change to give effect to the ratification of the defective entity action, the statement of validation must:
(A) state the name of the entity filing the statement of validation and the statute under which it was incorporated or formed;
(B) state the name, title and filing date of the filing previously made and any previous statement of correction to that filing;
(C) have attached a filing containing all of the information required to be included under the applicable section or sections of this title to give effect to the defective entity action; and
(D) state the date and time that the filing attached to the statement of validation is deemed to have become effective; or
(iii) if a document was not previously filed by the department in respect to the defective entity action and the defective entity action would have required a filing under any other section of this title, the statement of validation must:
(A) state the name of the entity filing the statement of validation and the statute under which it was incorporated or formed;
(B) have attached a document containing all of the information required to be included under the applicable section or sections of this title to give effect to the defective entity action; and
(C) state the date and time that the document is deemed to have become effective.
(c) Additional filing fee.--In addition to the filing fee required under section 153 (relating to fee schedule) for the statement of validation, if the statement of validation relates to a situation described in subsection (b)(7)(iii), the entity shall also pay a fee equal to the filing fee for that document required by section 153 at the time the statement of validation is delivered for filing.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 added section 227.
Cross References. Section 227 is referred to in sections 153, 221 of this title.
§ 228. Judicial proceedings regarding validity of entity actions.
(a) Standing.--Subject to subsection (f), review of a ratification under this subchapter or of a defective entity action may be commenced in the court by:
(1) the ratifying entity; or
(2) a person that, at the time of the defective action or its ratification, was:
(i) a successor to the ratifying entity;
(ii) a governor of the ratifying entity;
(iii) an interest holder or beneficial owner of an interest in the ratifying entity or in a previous entity; or
(iv) materially and adversely affected by the ratification.
(b) Parties.--No other party in addition to the ratifying entity need be joined in order for the court to adjudicate the matter. In an action filed by the ratifying entity, the court may require notice of the action be provided to other persons specified by the court and permit such other persons to intervene in the action.
(c) Determination by the court.--In an action under this section, the court may:
(1) determine the validity and effectiveness of a ratification under this subchapter;
(2) determine the validity and effectiveness of any defective entity action not ratified under this subchapter; and
(3) establish conditions upon the validity or effectiveness of a ratification or defective entity action reviewed by the court.
(d) Time limitation.--Notwithstanding any other provision of applicable law, an action asserting that the ratification of a defective entity action and any putative interests issued as a result of the ratification of the defective entity action should not be valid must be brought within 120 days after notice has been given as provided in section 224(b) (relating to action on ratification) or 225 (relating to optional notice).
(e) Effect on validation effective time.--The validation effective time shall not be affected by the filing or pendency of a judicial proceeding under this section or otherwise, unless otherwise ordered by the court.
(f) Exclusivity.--An action to review a ratification under this subchapter may be brought only by a person identified in subsection (a) and only in the court.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 added section 228.
Cross References. Section 228 is referred to in sections 221, 226 of this title.
§ 229. Limitation on voiding certain defective entity actions.
(a) Bar on voiding certain defective entity actions.--Subject to subsection (d), after the expiration of the applicable period set forth in subsection (c):
(1) a defective entity action other than an overissue is not void or voidable as the result of the failure of authorization and is a valid entity action effective as of the date of the defective entity action;
(2) any entity action taken subsequent to the defective entity action in reliance on the defective entity action having been validly effected is valid as of the time taken; and
(3) any subsequent defective entity action resulting directly or indirectly from the original defective entity action is duly authorized and valid as of the time taken, if the failure of authorization of the subsequent defective entity action relates solely to the defective entity action referred to in paragraph (1).
(b) Bar on voiding certain overissues.--Subject to subsection (d), after the expiration of the applicable period set forth in subsection (c):
(1) an overissue is not void or voidable on the basis of having been in excess of the number of interests of the class or series that the domestic entity had the power to issue or on the basis of the entity's lack of authority to issue interests of the class or series, and is a valid entity action effective as of the date of the overissue;
(2) the putative interests are duly authorized and validly issued valid interests;
(3) any entity action taken subsequent to the overissue in reliance on the overissue having been validly effected is valid as of the time taken; and
(4) any subsequent defective entity action resulting directly or indirectly from the original overissue is duly authorized and valid as of the time taken, if the failure of authorization of the subsequent defective entity action relates solely to the defective entity action referred to in paragraph (1).
(c) Applicable period.--The applicable period under this section shall be the shortest of:
(1) in the case of a defective entity action taken by a registered corporation, two years from the date when the registered corporation, or any successor or any person directly or indirectly owning all the shares of the registered corporation or of any successor to the registered corporation, has disclosed the defective entity action in a public filing with the Securities and Exchange Commission;
(2) six years from the date when:
(i) the defective entity action is set forth in or implemented or purported to be implemented through the public organic record of the entity taking the action; or
(ii) disclosure in record form of the occurrence of the defective entity action is received by the person or persons whose authorization would have been necessary for the entity action not to have been defective; or
(iii) in the case of an overissue of shares of a business corporation, disclosure in record form is given to all shareholders in the manner set forth in section 1702 (relating to manner of giving notice) of the fact of the issuance of the putative interests or of the existence of the putative interests resulting from the overissue; and
(3) 21 years after the defective entity action.
(d) Application to court to void defective entity action.--To the extent that relief is available under other applicable law, a person entitled to assert under applicable law that a defective entity action is void or voidable may, before the expiration of the applicable period set forth in this section, file an action for relief declaring or otherwise establishing that the defective entity action is void or voidable. If such an action is filed, the operation of subsection (a) or (b) shall be suspended until the final resolution of the action, and, to the extent that relief is obtained, subsections (a) and (b) shall not apply.
(e) Other relief not affected.--The operation of subsections (a) and (b) and the time periods set forth in subsection (c) do not affect the availability of relief under applicable law other than this subchapter relating to a defective entity action not predicated on:
(1) a failure of authorization under this title relating thereto;
(2) a lack of power or authority under section 1521 (relating to authorized shares) or the organic rules resulting in an overissue; or
(3) the asserted void or voidable status of the defective entity action.
(f) No tolling.--The operation of subsection (c) is not tolled by reason of any person's unawareness of the failure of authorization of the defective entity action or other grounds, other than, in the case of subsection (c)(1) and (2), active and deliberate fraud, concealment or forgery proven by clear and convincing evidence.
(g) Presumptions.--For purposes of this section, the governors and interest holders of the entity are deemed to have acted in reliance on the defective entity action in authorizing subsequent entity actions unless clear and convincing evidence demonstrates a lack of such reliance. For purposes of subsection (c)(2)(ii) and (iii), a contemporaneous record in record form of the giving of disclosure by a governor, officer or agent of the entity is presumptive evidence of the giving and receipt of such disclosure.
(h) Amendment of organic rules following overissue.--After the expiration of the applicable period applicable to an overissue, the domestic entity may, and within a reasonable period after a request in record form of a holder of formerly putative interests resulting from an overissue must, adopt an amendment to its organic rules:
(1) increasing the number of interests of the class or series that includes the formerly putative interests to the minimum number necessary for the entity's organic rules to set forth the power of the entity to have issued the total number of issued interests of the class or series held by all interest holders; or
(2) otherwise amending its organic rules to the extent necessary to authorize the creation and issuance of the class or series of formerly putative interests.
(i) Effectiveness of section.--In the case of a defective entity action occurring before January 3, 2023:
(1) the operation of subsections (a) and (b) is suspended until January 3, 2024, notwithstanding any expiration of the applicable period set forth in subsection (c);
(2) despite any expiration of the applicable period set forth in subsection (c), a person entitled to assert under applicable law that a defective entity action is void or voidable may file an action under subsection (d) if the action is filed on or before January 3, 2024;
(3) any action pending on January 3, 2023, seeking relief on the grounds that a defective entity action is void or voidable, including any relief that may be obtained in the action, is not affected by this section;
(4) any final judgment relating to the defective entity action that had become no longer subject to appeal before January 3, 2023, is not affected by this section; and
(5) this section shall otherwise apply with full retroactive effect to a defective entity action.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 added section 229.
Cross References. Section 229 is referred to in section 1914 of this title.
CHAPTER 3
ENTITY TRANSACTIONS
Subchapter
A. Preliminary Provisions
B. Approval of Entity Transactions
C. Merger
D. Interest Exchange
E. Conversion
F. Division
G. Domestication
H. Administrative Dissolution or Cancellation
Enactment. Chapter 3 was added October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
Cross References. Chapter 3 is referred to in sections 138, 1103, 1306, 1502, 1704, 1731, 1766, 1911, 1932, 2336, 2573, 2721, 5103, 5547, 5704, 5731, 5911, 7723, 8202, 8412, 8413, 8415, 8442, 8461, 8463, 8472, 8612, 8613, 8615, 8620, 8631, 8641, 8661, 8662, 8663, 8665, 8666, 8812, 8813, 8815, 8818, 8841, 8844, 8847, 8861, 8863, 9115, 9503 of this title.
SUBCHAPTER A
PRELIMINARY PROVISIONS
Sec.
311. Short title of chapter.
312. Definitions.
313. Relationship of chapter to other provisions of law.
314. Regulatory conditions and required notices and approvals.
315. Nature of transactions.
316. Contents of plan.
317. Contractual dissenters rights in entity transactions.
318. Excluded entities and transactions.
319. Party to plan or transaction.
320. Submission of matters to interest holders.
§ 311. Short title of chapter.
This chapter shall be known and may be cited as the Entity Transactions Law.
§ 312. Definitions.
(a) Definitions.--The following words and phrases when used in this chapter shall have the meanings given to them in this subsection unless the context clearly indicates otherwise:
"Acquired association." The domestic entity or foreign association, all of one or more classes or series of interests in which are acquired in an interest exchange.
"Acquiring association." The domestic entity or foreign association that acquires all of one or more classes or series of interests of the acquired association in an interest exchange.
"Conversion." (Deleted by amendment).
"Converted association." The converting association as it continues in existence after a conversion.
"Converting association." The domestic entity or domestic banking institution that approves a plan of conversion pursuant to section 353 (relating to approval of conversion) or the foreign association that approves a conversion pursuant to the laws of its jurisdiction of formation.
"Dividing association." The domestic entity that approves a plan of division pursuant to section 363 (relating to approval of division) or 364 (relating to division without interest holder approval) or the foreign association that approves a division pursuant to the laws of its jurisdiction of formation.
"Division." (Deleted by amendment).
"Domesticated entity." The domesticating entity as it continues in existence after a domestication.
"Domesticating entity." The domestic entity that approves a plan of domestication pursuant to section 373(a) (relating to approval of domestication) or the foreign entity that approves a domestication pursuant to section 373(b).
"Domestication." (Deleted by amendment).
"Interest exchange." (Deleted by amendment).
"Interest holder liability." Either of the following:
(1) Personal liability for a liability of an association that is imposed on a person either:
(i) Solely by reason of the status of the person as an interest holder.
(ii) By the organic rules of the association that make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.
(2) An obligation of an interest holder under the organic rules of an association to contribute to the association.
"Merger." (Deleted by amendment).
"Merging association." A domestic entity, domestic banking institution or foreign association that is a party to a merger under Subchapter C (relating to merger) and exists immediately before the merger becomes effective.
"New association." An association that is created by a division.
"Plan." A plan of merger, plan of interest exchange, plan of conversion, plan of division or plan of domestication, as applicable.
"Protected agreement." Either of the following:
(1) A record evidencing indebtedness and any related agreement in effect on July 1, 2015.
(2) A protected governance agreement.
"Protected governance agreement." Either of the following:
(1) The organic rules of a domestic entity or foreign association in effect on July 1, 2015.
(2) An agreement that is binding on any of the governors or interest holders of a domestic entity or foreign association on July 1, 2015.
"Registered office." In the case of a domestic banking institution that is a corporation, the principal place of business of the corporation set forth in its articles of incorporation as required by section 1004 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.
"Resulting association." A dividing association, if it survives the division, or a new association.