15 Pa.C.S. § 1103
This is the official text of 15 Pa.C.S. § 1103, 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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Definitions.
Official statutory text
(a) General definitions.--Subject to additional definitions contained in subsequent provisions of this subpart that are applicable to specific provisions of this subpart, the following words and phrases when used in Part I (relating to preliminary provisions) or in this subpart shall have the meanings given to them in this section unless the context clearly indicates otherwise: "Act" or "action." (Deleted by amendment).
"Amendment." An amendment of the articles.
"Articles." The original articles of incorporation, all amendments thereof and any other articles, statements or certificates permitted or required to be filed in the Department of State by sections 108 (relating to change in location or status of registered office provided by agent) and 138 (relating to statement of correction), Chapter 3 (relating to entity transactions) or this subpart and including what have heretofore been designated by law as certificates of incorporation or charters. If an amendment of the articles or a statement filed under Chapter 3 restates articles in their entirety, thenceforth the "articles" shall not include any prior documents and any certificate issued by the department with respect thereto shall so state.
"Authorized shares." The shares of all classes that the corporation is authorized to issue. "Banking institution" or "domestic banking institution." (Deleted by amendment). "Board of directors" or "board." The persons selected under section 1725 (relating to selection of directors) irrespective of the name by which the group is designated in the articles. See section 1731(c) (relating to executive and other committees of the board). "Business corporation" or "domestic business corporation." A domestic corporation for profit that is not excluded from the scope of this subpart by section 1102 (relating to application of subpart).
"Business development credit corporation." A domestic corporation for profit that is a corporation as defined in the act of December 1, 1959 (P.L.1647, No.606), known as the Business Development Credit Corporation Law.
"Bylaws." See section 1504(c) (relating to adoption, amendment and contents of bylaws).
"Closely held corporation." A business corporation that:
(1) has not more than 30 shareholders; or
(2) is a statutory close corporation. Shares that are held jointly or in common or in trust by two or more persons, as fiduciaries or otherwise, or that are held by spouses shall be deemed to be held by one shareholder for the purposes of this definition.
"Corporation for profit." (Deleted by amendment).
"Corporation not-for-profit." (Deleted by amendment).
"Court." (Deleted by amendment).
"Credit union." (Deleted by amendment).
"Department." (Deleted by amendment).
"Directors." The term, when used in relation to any power or duty requiring collective action, shall be construed to mean
"board of directors."
"Dissenters rights." (Deleted by amendment). "Dissolve" or "dissolution." The termination of corporate existence effected by:
(1) filing of articles of dissolution in the department under this subpart by the corporation or by the office of the clerk of the court of common pleas;
(2) expiration of the term of existence of a corporation by reason of any limitation contained in its articles;
(3) forfeiture by proclamation of the Governor under section 1704 of the act of April 9, 1929 (P.L.343, No.176), known as The Fiscal Code, or otherwise;
(4) filing of a certified copy of a decree of dissolution in the department under the former act of April
9, 1856 (P.L.293, No.308), entitled "Supplement to the acts relating to incorporations by the Courts of Common Pleas," or otherwise; or
s;
(3) forfeiture by proclamation of the Governor under section 1704 of the act of April 9, 1929 (P.L.343, No.176), known as The Fiscal Code, or otherwise;
(4) filing of a certified copy of a decree of dissolution in the department under the former act of April
9, 1856 (P.L.293, No.308), entitled "Supplement to the acts relating to incorporations by the Courts of Common Pleas," or otherwise; or
(5) judgment of ouster, upon proceedings in quo warranto, under former provisions of law.
"Distribution." A direct or indirect transfer of money or other property (except its own shares or options, rights or warrants to acquire its own shares) or incurrence of indebtedness by a corporation to or for the benefit of any or all of its shareholders in respect of any of its shares whether by dividend or by purchase, redemption or other acquisition of its shares or otherwise. Neither the making of, nor payment or performance upon, a guaranty or similar arrangement by a corporation for the benefit of any or all of its shareholders nor a direct or indirect transfer or allocation of assets or liabilities effected under Chapter 3 (relating to entity transactions) or Subchapter B or C of Chapter 19 (relating to fundamental changes) with the approval of the shareholders shall constitute a distribution for the purposes of this subpart.
"Domestic corporation for profit." (Deleted by amendment).
"Domestic corporation not-for-profit." (Deleted by amendment).
"Employee." Includes officers but not directors, as such. See section 1730 (relating to compensation of directors) as to acceptance by a director of duties that make him also an employee.
"Entitled to vote." Those persons entitled to vote on the matter under either the bylaws of the corporation or any applicable controlling provision of law. The term includes those persons entitled at the time to vote on the matter under a plan or the terms of a fundamental transaction where dissenters rights are not available under section 1571(b)(2)(ii) (relating to application and effect of subchapter).
"Exchange Act." The Securities Exchange Act of 1934 (48 Stat. 881, 15 U.S.C. § 78a et seq.).
"Fair value." In the case of shares, fair value as determined under the standards and procedures provided by
"Amendment." An amendment of the articles.
"Articles." The original articles of incorporation, all amendments thereof and any other articles, statements or certificates permitted or required to be filed in the Department of State by sections 108 (relating to change in location or status of registered office provided by agent) and 138 (relating to statement of correction), Chapter 3 (relating to entity transactions) or this subpart and including what have heretofore been designated by law as certificates of incorporation or charters. If an amendment of the articles or a statement filed under Chapter 3 restates articles in their entirety, thenceforth the "articles" shall not include any prior documents and any certificate issued by the department with respect thereto shall so state.
"Authorized shares." The shares of all classes that the corporation is authorized to issue. "Banking institution" or "domestic banking institution." (Deleted by amendment). "Board of directors" or "board." The persons selected under section 1725 (relating to selection of directors) irrespective of the name by which the group is designated in the articles. See section 1731(c) (relating to executive and other committees of the board). "Business corporation" or "domestic business corporation." A domestic corporation for profit that is not excluded from the scope of this subpart by section 1102 (relating to application of subpart).
"Business development credit corporation." A domestic corporation for profit that is a corporation as defined in the act of December 1, 1959 (P.L.1647, No.606), known as the Business Development Credit Corporation Law.
"Bylaws." See section 1504(c) (relating to adoption, amendment and contents of bylaws).
"Closely held corporation." A business corporation that:
(1) has not more than 30 shareholders; or
(2) is a statutory close corporation. Shares that are held jointly or in common or in trust by two or more persons, as fiduciaries or otherwise, or that are held by spouses shall be deemed to be held by one shareholder for the purposes of this definition.
"Corporation for profit." (Deleted by amendment).
"Corporation not-for-profit." (Deleted by amendment).
"Court." (Deleted by amendment).
"Credit union." (Deleted by amendment).
"Department." (Deleted by amendment).
"Directors." The term, when used in relation to any power or duty requiring collective action, shall be construed to mean
"board of directors."
"Dissenters rights." (Deleted by amendment). "Dissolve" or "dissolution." The termination of corporate existence effected by:
(1) filing of articles of dissolution in the department under this subpart by the corporation or by the office of the clerk of the court of common pleas;
(2) expiration of the term of existence of a corporation by reason of any limitation contained in its articles;
(3) forfeiture by proclamation of the Governor under section 1704 of the act of April 9, 1929 (P.L.343, No.176), known as The Fiscal Code, or otherwise;
(4) filing of a certified copy of a decree of dissolution in the department under the former act of April
9, 1856 (P.L.293, No.308), entitled "Supplement to the acts relating to incorporations by the Courts of Common Pleas," or otherwise; or
s;
(3) forfeiture by proclamation of the Governor under section 1704 of the act of April 9, 1929 (P.L.343, No.176), known as The Fiscal Code, or otherwise;
(4) filing of a certified copy of a decree of dissolution in the department under the former act of April
9, 1856 (P.L.293, No.308), entitled "Supplement to the acts relating to incorporations by the Courts of Common Pleas," or otherwise; or
(5) judgment of ouster, upon proceedings in quo warranto, under former provisions of law.
"Distribution." A direct or indirect transfer of money or other property (except its own shares or options, rights or warrants to acquire its own shares) or incurrence of indebtedness by a corporation to or for the benefit of any or all of its shareholders in respect of any of its shares whether by dividend or by purchase, redemption or other acquisition of its shares or otherwise. Neither the making of, nor payment or performance upon, a guaranty or similar arrangement by a corporation for the benefit of any or all of its shareholders nor a direct or indirect transfer or allocation of assets or liabilities effected under Chapter 3 (relating to entity transactions) or Subchapter B or C of Chapter 19 (relating to fundamental changes) with the approval of the shareholders shall constitute a distribution for the purposes of this subpart.
"Domestic corporation for profit." (Deleted by amendment).
"Domestic corporation not-for-profit." (Deleted by amendment).
"Employee." Includes officers but not directors, as such. See section 1730 (relating to compensation of directors) as to acceptance by a director of duties that make him also an employee.
"Entitled to vote." Those persons entitled to vote on the matter under either the bylaws of the corporation or any applicable controlling provision of law. The term includes those persons entitled at the time to vote on the matter under a plan or the terms of a fundamental transaction where dissenters rights are not available under section 1571(b)(2)(ii) (relating to application and effect of subchapter).
"Exchange Act." The Securities Exchange Act of 1934 (48 Stat. 881, 15 U.S.C. § 78a et seq.).
"Fair value." In the case of shares, fair value as determined under the standards and procedures provided by
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