15 Pa.C.S. § 107
This is the official text of 15 Pa.C.S. § 107, part of Pennsylvania’s Pa.C.S — part of the compiled statutory law of Pennsylvania, published by the state as "Pa.C.S." Browse the sections below, each linked to its official government source.
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Prior law transitional provision.
Official statutory text
(a) General rule.--A business corporation as defined in 15 Pa.C.S. § 1103 (relating to definitions) that was incorporated prior to the enactment of this act and that desires to continue in effect any of the provisions of prior law contained in paragraph (2) may file in the Department of State, prior to the general effective date of this act, a statement with respect to continuation of procedure executed by the corporation in the manner provided by 15 Pa.C.S. § 1108 (relating to execution of documents) setting forth:
(1) The name of the corporation.
(2) One or more of the following paragraphs, in haec verba: The entire board of directors, or a class of the board, where the board is classified with respect to the power to elect directors, or any individual director may be removed from office without assigning any cause by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at any annual election of directors or of such class of directors. The preceding sentence shall be interpreted in the same manner as the first sentence of section 405 of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, as amended by the act of July 20, 1968 (P.L.459, No.216). Special meetings of the shareholders may be called at any time by the president, or the board of directors, or shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at the particular meeting, or by such other officers or persons as may be provided in the articles or bylaws. The preceding sentence shall be interpreted in the same
manner as the first sentence of subsection C of section 501 of the Business Corporation Law of 1933, as amended by the act of August 27, 1963 (P.L.1355, No.534). Every amendment to the articles shall be proposed by either the board of directors by the adoption of a resolution setting forth the proposed amendment or by petition of shareholders entitled to cast at least ten percent of the votes which all shareholders are entitled to cast thereon, setting forth the proposed amendment, which petition shall be directed to, and filed with, the board of directors. The preceding sentence shall be interpreted in the same manner as the first sentence of section 802 of the Business Corporation Law of 1933, as amended by the act of August 27, 1963 (P.L.1355, No.534).
(3) A statement that the filing of the statement with respect to continuation of procedure was authorized by the board of directors.
(b) Alternative procedure.--A qualified shareholder of a registered corporation as defined in 15 Pa.C.S. § 2502 (relating to registered corporation status) who desires to continue to enjoy the benefits of any of the provisions of prior law described in subsection (a)(2) may file in the Department of State, prior to the general effective date of this act, a statement with respect to continuation of procedure executed by the qualified shareholder setting forth:
(1) The name of the corporation.
Pa.C.S. § 2502 (relating to registered corporation status) who desires to continue to enjoy the benefits of any of the provisions of prior law described in subsection (a)(2) may file in the Department of State, prior to the general effective date of this act, a statement with respect to continuation of procedure executed by the qualified shareholder setting forth:
(1) The name of the corporation.
(2) One or more of the following paragraphs, in haec verba: On the petition of a qualified shareholder, as defined in section 107(f) of the General Association Act of 1988, which petition shall be directed to, and filed with the board of directors, the entire board of directors, or a class of the board, where the board is classified with respect to the power to elect directors (which term includes directors elected for terms of more than one year and directors elected by holders of specified classes or series of shares), or any individual director may be removed from office without assigning any cause by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at any annual election of directors or of such class of directors. Special meetings of the shareholders may be called at any time by a qualified shareholder as defined in section 107(f) of the General Association Act of 1988. Every amendment to the articles shall be proposed by either the board of directors by the adoption of a resolution setting forth the proposed amendment or by petition of any qualified shareholder as defined in section 107(f) of the General Association Act of 1988, setting forth the proposed amendment, which petition shall be directed to, and filed with, the board of directors.
(3) A statement that the person executing the statement is a qualified shareholder of the corporation as defined in section 107(f) of the General Association Act of 1988.
(c) Effect of filing.--Upon filing in the Department of State, the statement with respect to continuation of procedure shall operate as an amendment of the articles of the corporation effective as of the general effective date of this act. A provision of the articles set forth in a statement with respect to continuation of procedure may be amended or stricken in the
manner provided by law and the articles of incorporation. For the purposes of 15 Pa.C.S. § 1103, the statement shall be a part of the "articles" as therein defined. The filing of a statement with respect to continuation of procedure as permitted by this section shall not be void or voidable by reason of the participation of one or more directors who are affiliated with any shareholder.
(d) Discretionary action or inaction.--A director or qualified shareholder shall not be held liable for taking or omitting to take any action permitted by subsection (a) or (b) respectively, it being the intention of this section that any such director or qualified shareholder may exercise absolute discretion in taking or omitting to take any such action.
(e) Statement of correction.--The provisions of 15 Pa.C.S. § 138 (relating to statement of correction) shall be applicable to a filing under this section. The corporation shall be deemed a person adversely affected by any filing under subsection (b) that is erroneously executed.
such director or qualified shareholder may exercise absolute discretion in taking or omitting to take any such action.
(e) Statement of correction.--The provisions of 15 Pa.C.S. § 138 (relating to statement of correction) shall be applicable to a filing under this section. The corporation shall be deemed a person adversely affected by any filing under subsection (b) that is erroneously executed.
(f) Definition.--As used in this section, the term "qualified shareholder" means a shareholder who:
(1) on January 1, 1980, and continuously thereafter to the date of the exercise of any power conferred upon a qualified shareholder by this section or the articles; or
(2) if the corporation was incorporated after January 1, 1980, and before the date of enactment of this act within one year after the incorporation of the corporation and continuously thereafter to the date of the exercise of any power conferred upon a qualified shareholder by this section or the articles; held (together with its affiliates or associates as defined in 15 Pa.C.S. § 2552 (relating to definitions)) sufficient shares of a corporation to be entitled under the first sentence of subsection C of section 501 of the Business Corporation Law of 1933 to call a special meeting of shareholders of the corporation. § 206. Conforming cross references in unconsolidated statutes.
(a) Business Corporation Law of 1933.--References in the following acts and parts of acts enacted prior to July 1, 1971 (see 1 Pa.C.S. § 1937 (relating to references to statutes and regulations)) to the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, shall be deemed to be a reference to 15 Pa.C.S. Pt. II Subpt. B, known as the Business Corporation Law of 1988, and all such acts and parts of acts are repealed to the extent inconsistent with this subsection: Sections 3, 7 and 13 of the act of April 8, 1937 (P.L.262, No.66), known as the Consumer Discount Company Act. Section 8(b) of the act of January 14, 1952 (1951 P.L.1898, No.522), known as the Funeral Director Law. Sections 4 and 8 of the act of December 1, 1959 (P.L.1647, No.606), known as the Business Development Credit Corporation Law. Sections 1204, 1207 and 1222 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.
(b) Section 202B of the Business Corporation Law of 1933.--References in the following act enacted prior to July 1, 1971 (see 1 Pa.C.S. § 1937 (relating to references to statutes and regulations)) to section 202B of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, shall be deemed to be a reference to 15 Pa.C.S. § 1303(b) (relating to duplicate use of names) and such act is repealed to the extent inconsistent with this subsection:
section 802 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.
(c)
(1) The name of the corporation.
(2) One or more of the following paragraphs, in haec verba: The entire board of directors, or a class of the board, where the board is classified with respect to the power to elect directors, or any individual director may be removed from office without assigning any cause by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at any annual election of directors or of such class of directors. The preceding sentence shall be interpreted in the same manner as the first sentence of section 405 of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, as amended by the act of July 20, 1968 (P.L.459, No.216). Special meetings of the shareholders may be called at any time by the president, or the board of directors, or shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at the particular meeting, or by such other officers or persons as may be provided in the articles or bylaws. The preceding sentence shall be interpreted in the same
manner as the first sentence of subsection C of section 501 of the Business Corporation Law of 1933, as amended by the act of August 27, 1963 (P.L.1355, No.534). Every amendment to the articles shall be proposed by either the board of directors by the adoption of a resolution setting forth the proposed amendment or by petition of shareholders entitled to cast at least ten percent of the votes which all shareholders are entitled to cast thereon, setting forth the proposed amendment, which petition shall be directed to, and filed with, the board of directors. The preceding sentence shall be interpreted in the same manner as the first sentence of section 802 of the Business Corporation Law of 1933, as amended by the act of August 27, 1963 (P.L.1355, No.534).
(3) A statement that the filing of the statement with respect to continuation of procedure was authorized by the board of directors.
(b) Alternative procedure.--A qualified shareholder of a registered corporation as defined in 15 Pa.C.S. § 2502 (relating to registered corporation status) who desires to continue to enjoy the benefits of any of the provisions of prior law described in subsection (a)(2) may file in the Department of State, prior to the general effective date of this act, a statement with respect to continuation of procedure executed by the qualified shareholder setting forth:
(1) The name of the corporation.
Pa.C.S. § 2502 (relating to registered corporation status) who desires to continue to enjoy the benefits of any of the provisions of prior law described in subsection (a)(2) may file in the Department of State, prior to the general effective date of this act, a statement with respect to continuation of procedure executed by the qualified shareholder setting forth:
(1) The name of the corporation.
(2) One or more of the following paragraphs, in haec verba: On the petition of a qualified shareholder, as defined in section 107(f) of the General Association Act of 1988, which petition shall be directed to, and filed with the board of directors, the entire board of directors, or a class of the board, where the board is classified with respect to the power to elect directors (which term includes directors elected for terms of more than one year and directors elected by holders of specified classes or series of shares), or any individual director may be removed from office without assigning any cause by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at any annual election of directors or of such class of directors. Special meetings of the shareholders may be called at any time by a qualified shareholder as defined in section 107(f) of the General Association Act of 1988. Every amendment to the articles shall be proposed by either the board of directors by the adoption of a resolution setting forth the proposed amendment or by petition of any qualified shareholder as defined in section 107(f) of the General Association Act of 1988, setting forth the proposed amendment, which petition shall be directed to, and filed with, the board of directors.
(3) A statement that the person executing the statement is a qualified shareholder of the corporation as defined in section 107(f) of the General Association Act of 1988.
(c) Effect of filing.--Upon filing in the Department of State, the statement with respect to continuation of procedure shall operate as an amendment of the articles of the corporation effective as of the general effective date of this act. A provision of the articles set forth in a statement with respect to continuation of procedure may be amended or stricken in the
manner provided by law and the articles of incorporation. For the purposes of 15 Pa.C.S. § 1103, the statement shall be a part of the "articles" as therein defined. The filing of a statement with respect to continuation of procedure as permitted by this section shall not be void or voidable by reason of the participation of one or more directors who are affiliated with any shareholder.
(d) Discretionary action or inaction.--A director or qualified shareholder shall not be held liable for taking or omitting to take any action permitted by subsection (a) or (b) respectively, it being the intention of this section that any such director or qualified shareholder may exercise absolute discretion in taking or omitting to take any such action.
(e) Statement of correction.--The provisions of 15 Pa.C.S. § 138 (relating to statement of correction) shall be applicable to a filing under this section. The corporation shall be deemed a person adversely affected by any filing under subsection (b) that is erroneously executed.
such director or qualified shareholder may exercise absolute discretion in taking or omitting to take any such action.
(e) Statement of correction.--The provisions of 15 Pa.C.S. § 138 (relating to statement of correction) shall be applicable to a filing under this section. The corporation shall be deemed a person adversely affected by any filing under subsection (b) that is erroneously executed.
(f) Definition.--As used in this section, the term "qualified shareholder" means a shareholder who:
(1) on January 1, 1980, and continuously thereafter to the date of the exercise of any power conferred upon a qualified shareholder by this section or the articles; or
(2) if the corporation was incorporated after January 1, 1980, and before the date of enactment of this act within one year after the incorporation of the corporation and continuously thereafter to the date of the exercise of any power conferred upon a qualified shareholder by this section or the articles; held (together with its affiliates or associates as defined in 15 Pa.C.S. § 2552 (relating to definitions)) sufficient shares of a corporation to be entitled under the first sentence of subsection C of section 501 of the Business Corporation Law of 1933 to call a special meeting of shareholders of the corporation. § 206. Conforming cross references in unconsolidated statutes.
(a) Business Corporation Law of 1933.--References in the following acts and parts of acts enacted prior to July 1, 1971 (see 1 Pa.C.S. § 1937 (relating to references to statutes and regulations)) to the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, shall be deemed to be a reference to 15 Pa.C.S. Pt. II Subpt. B, known as the Business Corporation Law of 1988, and all such acts and parts of acts are repealed to the extent inconsistent with this subsection: Sections 3, 7 and 13 of the act of April 8, 1937 (P.L.262, No.66), known as the Consumer Discount Company Act. Section 8(b) of the act of January 14, 1952 (1951 P.L.1898, No.522), known as the Funeral Director Law. Sections 4 and 8 of the act of December 1, 1959 (P.L.1647, No.606), known as the Business Development Credit Corporation Law. Sections 1204, 1207 and 1222 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.
(b) Section 202B of the Business Corporation Law of 1933.--References in the following act enacted prior to July 1, 1971 (see 1 Pa.C.S. § 1937 (relating to references to statutes and regulations)) to section 202B of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, shall be deemed to be a reference to 15 Pa.C.S. § 1303(b) (relating to duplicate use of names) and such act is repealed to the extent inconsistent with this subsection:
section 802 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.
(c)
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