15 Pa.C.S. Ch. 59

in effect

15 Pa.C.S. § 5901 Omission of certain provisions from filed plans (Deleted by amendment).

Amendment. Section 5901 was deleted by amendment October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5902 Statement of termination.

(a) General rule.--If articles of amendment have been filed in the department prior to the termination of the amendment pursuant to provisions therefor set forth in the resolution or petition relating to the amendment, the termination shall not be effective unless the corporation shall, prior to the time the amendment or plan is to become effective, file in the department a statement of termination. The statement of termination shall be executed by the corporation that filed the amendment and shall set forth: (1) A copy of the articles of amendment. (2) A statement that the amendment has been terminated in accordance with the provisions therefor set forth therein. (b) Cross references.--See sections 134 (relating to docketing statement) and 138 (relating to statement of correction). (Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015) 2014 Amendment. Act 172 amended subsec. (a). Cross References. Section 5902 is referred to in section 5914 of this title.

15 Pa.C.S. § 5903 Bankruptcy or insolvency proceedings.

(a) General rule.--Unless otherwise provided in the bylaws, whenever a nonprofit corporation is insolvent or in financial difficulty, the board of directors may, by resolution and without the consent of the members, authorize and designate the officers of the corporation to execute a deed of assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or file an answer consenting to the appointment of a receiver upon a complaint in the nature of an equity action filed by creditors or members, or, if insolvent, file an answer to an involuntary petition in bankruptcy admitting the insolvency of the corporation and its willingness to be adjudged a debtor on that ground. (b) Bankruptcy proceedings.--If authorized pursuant to subsection (a), a nonprofit corporation may participate in proceedings under and in the manner provided by Title 11 of the United States Code (relating to bankruptcy) notwithstanding any contrary provision of its articles or bylaws or this subpart, other than sections 103 (relating to subordination of title to regulatory laws) and 5107 (relating to subordination of subpart to canon law). The corporation shall have full power and authority to put into effect and carry out a plan of reorganization or arrangement and the decrees and orders of the court, or judge or referee relative thereto, and may take any proceeding and do any act provided in the plan or arrangement or directed by such decrees and orders, without further action by its directors or members. Such power and authority may be exercised, and such proceedings and acts may be taken, as may be directed by such decrees or orders, by the trustees or receivers of the corporation appointed in the bankruptcy proceedings, or a majority thereof, or, if none be appointed and acting, by designated officers of the corporation, or by a master or other representative appointed by the court or judge or referee, with the effect as if exercised and taken by unanimous action of the directors and members of the corporation. Without limiting the generality or effect of the foregoing, the corporation may: (1) alter, amend or repeal its bylaws; (2) constitute or reconstitute and classify or reclassify its board of directors and name, constitute or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office; (3) amend its articles of incorporation, including without limitation for the purpose of altering, amending or repealing any provision of the articles or bylaws notwithstanding any provision therein that the articles or bylaws may be altered, amended or repealed only under certain conditions or only upon receiving the approval of a specified number or percentage of votes of members or of a class of members; (4) be dissolved, transfer all or part of its assets, merge, consolidate, divide or convert to a business corporation, as permitted by this chapter; (5) authorize and fix the terms, manner and conditions of the issuance of obligations; or (6) lease its property and franchises to any person. (c) Cross reference.--See the definition of "officer" in section 5103 (relating to definitions). (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (a) and (b) intro. par.

15 Pa.C.S. § 5905 Proposal of fundamental transactions.

Where any provision of this chapter requires that an amendment of the articles or the dissolution of a nonprofit corporation be proposed or approved by action of the board of directors, that requirement shall be construed to authorize and be satisfied by the written agreement or consent of all of the members of the corporation entitled to vote thereon. (Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)

15 Pa.C.S. § 5911 Amendment of articles authorized.

(a) General rule.--A nonprofit corporation, in the manner provided in this subchapter, may amend its articles for one or more of the following purposes: (1) To adopt a new name, subject to the restrictions provided in this subpart. (2) To modify any provision of the articles relating to its term of existence. (3) To change, add to or diminish its purposes or to set forth different or additional purposes. (4) To restate the articles in their entirety. (5) To make any and as many other changes as desired. (b) Exceptions.--An amendment adopted under this section shall not amend articles in such a way that as so amended they would not be authorized by this subpart as original articles of incorporation except that: (1) Restated articles shall, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), state the address of the current instead of the initial registered office of the corporation in this Commonwealth and need not state the names and addresses of the incorporators. (2) The corporation shall not be required to revise any other provision of its articles if the provision is valid and operative immediately prior to the delivery of the amendment to the department for filing. (c) Amendments pursuant to other provisions.--Amendments to the articles authorized pursuant to Chapter 2 (relating to entities generally) or 3 (relating to entity transactions) or set forth in statements or certificates permitted or required to be delivered to the department for filing by sections 108 (relating to change in location or status of registered office provided by agent) and 138 (relating to statement of correction) or by this subpart need not be proposed or adopted in the manner provided in this subchapter, except to the extent that the provisions of this subchapter have been incorporated into Chapter 2 or 3 or into the provisions authorizing such statements or certificates. (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. (b) and added subsec. (c).

15 Pa.C.S. § 5912 Proposal of amendments.

(a) General rule.--Every amendment of the articles of a nonprofit corporation shall be proposed: (1) by the adoption by the board of directors or other body of a resolution setting forth the proposed amendment; (2) unless otherwise provided in the articles, by petition of members entitled to cast at least 10% of the votes that all members are entitled to cast thereon, setting forth the proposed amendment, which petition shall be directed to the board of directors and filed with the secretary of the corporation; or (3) by such other method as may be provided in the bylaws. (b) Submission to members.--Except where the approval of the members is unnecessary under this subchapter, the board of directors or other body shall direct that the proposed amendment be submitted to a vote of the members entitled to vote thereon. An amendment proposed pursuant to subsection (a)(2) shall be submitted to a vote either at the next annual meeting held not earlier than 120 days after the amendment is proposed or at a special meeting of the members called for that purpose by the members. (c) Form of amendment.--The resolution or petition shall contain the language of the proposed amendment of the articles: (1) by setting forth the existing text of the articles or the provision thereof that is proposed to be amended, with brackets around language that is to be deleted and underscoring under language that is to be added or otherwise clearly showing the changes to be made; or (2) by providing that the articles shall be amended so as to read as therein set forth in full, or that any provision thereof be amended so as to read as therein set forth in full, or that the matter stated in the resolution or petition be added to or stricken from the articles. (d) Terms of amendment.--The resolution or petition may set forth the manner and basis of reclassifying the memberships in or shares of the corporation. Any of the terms of a plan of reclassification or other action contained in an amendment may be made dependent upon facts ascertainable outside of the amendment if the manner in which the facts will operate upon the terms of the amendment is set forth in the amendment. Such facts may include, without limitation, actions or events within the control of or determinations made by the corporation or a representative of the corporation. (June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 amended subsecs. (b) and (c)(1). Cross References. Section 5912 is referred to in section 5914 of this title.

15 Pa.C.S. § 5913 Notice of meeting of members.

(a) General rule.--Notice in record form of the meeting of members of a nonprofit corporation that will act on the proposed amendment shall be given to each member of record entitled to vote thereon. The notice shall include a copy of the proposed amendment or a summary of the changes to be effected thereby. (b) Cross reference.--See Subchapter A of Chapter 57 (relating to notice and meetings generally). (July 9, 2013, P.L.476, No.67, eff. 60 days)

15 Pa.C.S. § 5914 Adoption of amendments.

(a) General rule.--Unless a bylaw adopted by the members or a specific provision of this subpart requires a greater vote, a proposed amendment of the articles of a nonprofit corporation shall be adopted upon receiving the affirmative vote of the members present entitled to cast at least a majority of the votes that all members present are entitled to cast thereon, and if any class of members is entitled to vote thereon as a class, the affirmative vote of the members present of such class entitled to cast at least a majority of the votes that all members present of such class are entitled to cast thereon. Any number of amendments may be submitted to the members and voted upon by them at one meeting. (a.1) Adoption by board of directors or other body.--Unless otherwise restricted in the bylaws, an amendment of articles shall not require the approval of the members of the corporation if: (1) the amendment is to provide for perpetual existence; (2) to the extent the amendment has not been approved by the members, it restates without change all of the operative provisions of the articles as theretofore amended or as amended thereby; or (3) the amendment accomplishes any combination of purposes specified in this subsection. Whenever a provision of this subpart authorizes the board of directors or other body to take any action without the approval of the members and provides that a statement, certificate, plan or other document relating to such action shall be filed in the department and shall operate as an amendment of the articles, the board upon taking such action may, in lieu of filing the statement, certificate, plan or other document, amend the articles under this subsection without the approval of the members to reflect the taking of such action. The amendment shall be deemed adopted by the corporation when it has been adopted by the board of directors or other body in the manner provided by subsection (b). (b) Adoption in absence of voting members.--If the corporation has no members entitled to vote thereon, or no members entitled to vote thereon other than persons who also constitute the board of directors or other body, the amendment shall be deemed adopted by the corporation when it has been adopted by the board of directors or other body pursuant to section 5912 (relating to proposal of amendments). (c) Termination of proposal.--Prior to the time when an amendment becomes effective, the amendment may be terminated pursuant to provisions for amendment, if any, set forth in the resolution or petition. If articles of amendment have been filed in the department prior to the termination, a statement under section 5902 (relating to statement of termination) shall be filed in the department. (d) Amendment of voting provisions.--Unless otherwise provided in the articles, whenever the articles require for the taking of any action by the members or a class of members a specific number or percentage of votes, the provision of the articles setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes of the members or of the class of members. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days) Cross References. Section 5914 is referred to in section 5757 of this title.

15 Pa.C.S. § 5915 Articles of amendment.

Upon the adoption of an amendment by a nonprofit corporation, as provided in this subchapter, articles of amendment shall be executed by the corporation and shall set forth: (1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office. (2) The statute under which the corporation was incorporated and the date of incorporation. (3) If the amendment is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date. (4) The manner in which the amendment was adopted by the corporation. (5) The amendment adopted by the corporation, which shall be set forth in full. (6) If the amendment effects a restatement of the articles, a statement that the restated articles supersede the original articles and all amendments thereto. (Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment. Act 198 reenacted and amended the entire section. Cross References. Section 5915 is referred to in section 7106 of this title.

15 Pa.C.S. § 5916 Filing and effectiveness of articles of amendment.

(a) Filing.--The articles of amendment of a nonprofit corporation shall be filed in the Department of State. See section 134 (relating to docketing statement). (b) Effectiveness.--Upon the filing of the articles of amendment in the department or upon the effective date specified in the articles of amendment, whichever is later, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly. An amendment shall not affect any existing cause of action in favor of or against the corporation, or any pending action or proceeding to which the corporation is a party, or the existing rights of persons other than members or, except as otherwise provided by order, if any, obtained pursuant to section 5547(b) (relating to nondiversion of certain property) divert any property subject to such section from the purpose or purposes to which it was committed. If the corporate name is changed by the amendment, an action brought by or against the corporation under its former name shall not be abated for that reason. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment. Act 198 reenacted and amended the entire section.

15 Pa.C.S. § 5921 Merger and consolidation authorized (Repealed).

2014 Repeal. Section 5921 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5922 Plan of merger or consolidation (Repealed).

2014 Repeal. Section 5922 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5923 Notice of meeting of members (Repealed).

2014 Repeal. Section 5923 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5924 Adoption of plan (Repealed).

2014 Repeal. Section 5924 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5925 Authorization by foreign corporations (Repealed).

2014 Repeal. Section 5925 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5926 Articles of merger or consolidation (Repealed).

2014 Repeal. Section 5926 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5927 Filing of articles of merger or consolidation (Repealed).

2014 Repeal. Section 5927 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5928 Effective date of merger or consolidation (Repealed).

2014 Repeal. Section 5928 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5929 Effect of merger or consolidation (Repealed).

2014 Repeal. Section 5929 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5930 Voluntary transfer of corporate assets.

(a) General rule.--A sale, lease, exchange or other disposition of all, or substantially all, of the property and assets, with or without goodwill, of a nonprofit corporation, if not made pursuant to Subchapter F of Chapter 3 (relating to division), may be made only pursuant to a plan of asset transfer. The property or assets of a direct or indirect subsidiary corporation that is controlled by a parent corporation shall also be deemed the property or assets of the parent corporation for purposes of this subsection. The plan of asset transfer shall set forth the terms and consideration of the sale, lease, exchange or other disposition or may authorize the board of directors or other body to fix any or all of the terms and conditions, including the consideration to be received by the corporation. Any of the terms of the plan may be made dependent upon facts ascertainable outside of the plan if the manner in which the facts will operate upon the terms of the plan is set forth in the plan. The plan of asset transfer shall be proposed and adopted, and may be amended after its adoption and terminated, by a nonprofit corporation in the manner provided in this subchapter for the proposal, adoption, amendment and termination of a plan of merger. A copy or summary of the plan shall be included in, or enclosed with, the notice of the meeting at which members will act on the plan. In order to make effective any plan so adopted, it shall not be necessary to file any articles or other document in the department, but the corporation shall comply with the requirements of section 5547(b) (relating to nondiversion of certain property). (b) Exceptions.--Subsection (a) shall not apply to a sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a nonprofit corporation: (1) that directly or indirectly owns all of the outstanding shares or other ownership interest of another corporation to the other corporation; (2) if made in connection with the dissolution or liquidation of the corporation, which transaction shall be governed by the provisions of Subchapter F (relating to voluntary dissolution and winding up) or G of Chapter 19 (relating to involuntary liquidation and dissolution), as appropriate; or (3) if made in connection with a transaction pursuant to which all the assets sold, leased, exchanged or otherwise disposed of are simultaneously leased back to the corporation. (c) Mortgage.--A mortgage, pledge or grant of a security interest or dedication of property to the repayment of indebtedness, with or without recourse, shall not be deemed a sale, lease, exchange or other disposition for the purposes of this section. (d) Restrictions.--This section shall not be construed to authorize the conversion or exchange of property or assets in fraud of corporate creditors or in violation of law. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015) Amendment. Act 172 amended subsec. (a). Cross References. Section 5930 is referred to in section 5546 of this title.

15 Pa.C.S. § 5951 Division authorized (Repealed).

2014 Repeal. Section 5951 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5952 Proposal and adoption of plan of division (Repealed).

2014 Repeal. Section 5952 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5953 Division without member approval (Repealed).

2014 Repeal. Section 5953 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5954 Articles of division (Repealed).

2014 Repeal. Section 5954 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5955 Filing of articles of division (Repealed).

2014 Repeal. Section 5955 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5956 Effective date of division (Repealed).

2014 Repeal. Section 5956 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5957 Effect of division (Repealed).

2014 Repeal. Section 5957 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5971 Voluntary dissolution by members or incorporators.

(a) General rule.--The members or incorporators of a nonprofit corporation that has not commenced business may effect the dissolution of the corporation by filing articles of dissolution in the Department of State. The articles of dissolution shall be executed in the name of the corporation by a majority of the members or incorporators, and shall set forth: (1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office. (2) The statute under which the corporation was incorporated and the date of incorporation. (3) That the corporation has not received any property in trust, or otherwise commenced business. (4) That the amount, if any, actually paid in on subscriptions for memberships, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto. (5) That all liabilities of the corporation have been discharged or that adequate provision has been made therefor. (6) That a majority of the members or incorporators elect that the corporation be dissolved. (b) Filing.--The articles of dissolution shall be filed in the Department of State. See section 134 (relating to docketing statement). (c) Effect.--Upon the filing of the articles of dissolution, the existence of the corporation shall cease. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment. Act 198 reenacted and amended the entire section. Cross References. Section 5971 is referred to in section 139 of this title.

15 Pa.C.S. § 5972 Proposal of voluntary dissolution.

(a) General rule.--Any nonprofit corporation that has commenced business may dissolve voluntarily in the manner provided in this subchapter and wind up its affairs in the manner provided in section 5975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities). Voluntary dissolution shall be proposed by: (1) the adoption by the board of directors or other body of a resolution recommending that the corporation be dissolved voluntarily; (2) petition of members entitled to cast at least 10% of the votes that all members are entitled to cast thereon, setting forth a resolution recommending that the corporation be dissolved voluntarily, which petition shall be directed to the board of directors and filed with the secretary of the corporation; or (3) such other method for proposing or adopting a resolution recommending that the corporation be dissolved voluntarily as may be provided in the bylaws. The resolution shall contain a statement either that the dissolution shall proceed under section 5975 or that the dissolution shall proceed under Subchapter H. (b) Submission to members.--The board of directors or other body or the petitioning members shall direct that the resolution recommending dissolution be submitted to a vote of the members of the corporation entitled to vote thereon at a regular or special meeting of the members. (c) Cross reference.--See section 5974(e) (relating to amendment of winding-up election). (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) 2013 Amendment. Act 67 amended subsec. (b). 1992 Amendment. Act 169 amended subsec. (a) and added subsec. (c). 1990 Amendment. Act 198 reenacted and amended the entire section. Cross References. Section 5972 is referred to in sections 5974, 5975 of this title.

15 Pa.C.S. § 5973 Notice of meeting of members.

(a) General rule.--Notice in record form of the meeting of members that will consider the resolution recommending dissolution of the nonprofit corporation shall be given to each member of record entitled to vote thereon. The purpose of the meeting shall be stated in the notice. (b) Cross reference.--See Subchapter A of Chapter 57 (relating to notice and meetings generally). (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) 2013 Amendment. Act 67 amended subsec. (a). 1990 Amendment. Act 198 reenacted and amended the entire section.

15 Pa.C.S. § 5974 Adoption of proposal.

(a) General rule.--The resolution shall be adopted upon receiving the affirmative vote of a majority of the votes cast by all members of the nonprofit corporation entitled to vote thereon and, if any class of members is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote. (b) Adoption in absence of voting members.--If the corporation has no members entitled to vote on the question of the advisability of voluntarily dissolving the corporation, the resolution shall be deemed adopted by the corporation when it has been adopted by the board of directors or other body pursuant to section 5972 (relating to proposal of voluntary dissolution). (c) Termination of proposal.--Prior to the time when articles of dissolution are filed in the Department of State, the proposal may be terminated pursuant to provisions therefor, if any, set forth in the resolution. (d) Action rescinding election to dissolve.--Prior to the time when articles of dissolution are filed in the department, any nonprofit corporation may rescind its election to dissolve in the same manner and by the same procedure as that provided in this subchapter for the election of a corporation to dissolve voluntarily. (e) Amendment of winding-up election.--If the resolution with respect to voluntary dissolution so provides, an election to proceed under section 5975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities) may be reversed by the board of directors prior to the time when articles of dissolution are filed in the department, notwithstanding the adoption by the members of the proposal for voluntary dissolution. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days) 1992 Amendment. Act 169 added subsec. (e). 1990 Amendment. Act 198 reenacted and amended the entire section. Cross References. Section 5974 is referred to in sections 5972, 5975 of this title.

15 Pa.C.S. § 5974.1 Articles of election to dissolve (Repealed).

1990 Repeal. Section 5974.1 was repealed December 19, 1990, P.L.834, No.198, effective immediately.

15 Pa.C.S. § 5974.2 Articles rescinding election to dissolve (Repealed).

1990 Repeal. Section 5974.2 was repealed December 19, 1990, P.L.834, No.198, effective immediately.

15 Pa.C.S. § 5975 Predissolution provision for liabilities.

(a) Powers of board.--The board of directors or other body of a nonprofit corporation that has elected to proceed under this section shall have full power to wind up and settle the affairs of the corporation in accordance with this section prior to filing articles of dissolution in accordance with section 5977 (relating to articles of dissolution). (b) Notice to creditors and taxing authorities.--After the approval by the members or the board of directors or other body pursuant to section 5974(b) (relating to adoption in absence of voting members) that the corporation dissolve voluntarily, the corporation shall immediately cause notice of the winding up proceedings to be officially published and to be mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which it has a place of business in this Commonwealth. (c) Winding up and distribution.--The corporation shall, as speedily as possible, proceed to collect all sums due it, convert into cash all corporate assets the conversion of which into cash is required to discharge its liabilities and, out of the assets of the corporation, discharge or make adequate provision for the discharge of all liabilities of the corporation, according to their respective priorities. Except as otherwise provided in a bylaw adopted by the members or in this subpart or by any other provision of law, any surplus remaining after paying or providing for all liabilities of the corporation shall be distributed to the shareholders, if any, pro rata, or if there be no shareholders, among the members per capita. See section 5972(a) (relating to proposal of voluntary dissolution). (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, 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) 2013 Amendment. Act 67 amended subsec. (c). Cross References. Section 5975 is referred to in sections 5504, 5972, 5974, 5976, 5977, 5978, 5979, 5985, 5997, 6129 of this title.

15 Pa.C.S. § 5976 Judicial supervision of proceedings.

(a) General rule.--A nonprofit corporation that has elected to proceed under section 5975 (relating to predissolution provision for liabilities), at any time during the winding up proceedings, may apply to the court to have the proceedings continued under the supervision of the court and thereafter the proceedings shall continue under the supervision of the court as provided in Subchapter G (relating to involuntary liquidation and dissolution). (b) Distribution of property committed to charitable purposes.--If the assets of the corporation include any property committed to charitable purposes, the board of directors or other body shall apply to the court for an order pursuant to section 5547(b) (relating to nondiversion of certain property) specifying the disposition of the property. (c) Religious assets.--In entering a decree providing for the distribution of the assets of a corporation organized for the support of public worship, the court shall, by its decree, provide for the disposition of the assets of the corporation, either by: (1) vesting title thereto in such other corporation as may, by its articles, be organized for the purpose of holding title to the real estate held for public worship, according to the formularies of the church or religious organization to which the dissolved corporation was in allegiance; (2) authorizing the sale of such assets by a master or trustee appointed for that purpose and the vesting of the proceeds, upon the confirmation of such sale, in such body as may be directed by the court, to be held in trust for carrying out the intent and purpose of public worship; or (3) vesting the title to such assets in any incorporated or unincorporated body designated by the petitioners for the same uses and trusts as the assets were theretofore held by the dissolved corporation. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; 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). 1990 Amendment. Act 198 reenacted and amended the entire section.

15 Pa.C.S. § 5977 Articles of dissolution.

(a) General rule.--Articles of dissolution and the certificates or statement required by section 139 (relating to tax clearance of certain fundamental transactions) shall be filed in the department when: (1) all liabilities of the nonprofit corporation have been discharged, or adequate provision has been made therefor, in accordance with section 5975 (relating to predissolution provision for liabilities), and all of the remaining assets of the corporation have been distributed as provided in section 5975 or in case its assets are not sufficient to discharge its liabilities, when all the assets have been fairly and equitably applied, as far as they will go, to the payment of such liabilities; or (2) an election to proceed under Subchapter H (relating to postdissolution provision for liabilities) has been made. (b) Contents of articles.--The articles of dissolution shall be executed by the corporation and shall set forth: (1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office. (2) The statute under which the corporation was incorporated and the date of incorporation. (3) The names and respective addresses, including street and number, if any, of its directors and officers. (4) The manner in which the proposal to dissolve voluntarily was adopted by the corporation. (5) A statement that: (i) all liabilities of the corporation have been discharged or that adequate provision has been made therefor; (ii) the assets of the corporation are not sufficient to discharge its liabilities, and that all the assets of the corporation have been fairly and equitably applied, as far as they will go, to the payment of such liabilities; or (iii) the corporation has elected to proceed under Subchapter H. (6) A statement: (i) that all the remaining assets of the corporation, if any, have been distributed as provided in the Nonprofit Corporation Law of 1988; or (ii) that the corporation has elected to proceed under Subchapter H and that any remaining assets of the corporation will be distributed as provided in that subchapter. (7) In the case of a corporation that has not elected to proceed under Subchapter H, a statement that no actions or proceedings are pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment or decree that may be obtained against the corporation in each pending action or proceeding. (8) In the case of a corporation that has not elected to proceed under Subchapter H, a statement that notice of the winding-up proceedings of the corporation was mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which the corporation has a place of business in this Commonwealth. (c) Effect.--Upon the filing of the articles of dissolution in the department, the existence of the corporation shall cease. (d) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, 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) 2013 Amendment. Act 67 amended subsec. (a). 2001 Amendment. Act 34 amended subsec. (b)(5), (7) and (8) and added subsec. (d). 1992 Amendment. Act 169 amended subsecs. (a) and (b). 1990 Amendment. Act 198 reenacted and amended the entire section. Cross References. Section 5977 is referred to in sections 5975, 5989, 5991.1, 5992 of this title.

15 Pa.C.S. § 5978 Winding up of corporation after dissolution.

(a) Winding up and distribution.--Every nonprofit corporation that is dissolved by expiration of its period of duration or otherwise shall, nevertheless, continue to exist for the purpose of winding up its affairs, prosecuting and defending actions or proceedings by or against it, collecting and discharging obligations, disposing of and conveying its property and collecting and dividing its assets, but not for the purpose of continuing business except insofar as necessary for the winding up of the corporation. The board of directors or other body of the corporation may continue as such and shall have full power to wind up the affairs of the corporation. (b) Standard of care of directors, members of an other body and officers.--The dissolution of the corporation shall not subject its directors, members of an other body or officers to standards of conduct different from those prescribed by or pursuant to Chapter 57 (relating to officers, directors and members). Directors and members of an other body of a dissolved corporation who have complied with section 5975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities) and governing persons of a successor entity who have complied with Subchapter H shall not be personally liable to the creditors or claimants of the dissolved corporation. (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) 2013 Amendment. Act 67 amended subsec. (b). Cross References. Section 5978 is referred to in section 5979 of this title.

15 Pa.C.S. § 5979 Survival of remedies and rights after dissolution.

(a) General rule.--The dissolution of a nonprofit corporation, either under this subchapter or under Subchapter G (relating to involuntary liquidation and dissolution) or by expiration of its period of duration or otherwise, shall not eliminate nor impair any remedy available to or against the corporation or its directors, members of an other body, officers or members for any right or claim existing, or liability incurred, prior to the dissolution, if an action thereon is brought on behalf of: (1) the corporation within the time otherwise limited by law; or (2) any other person before or within two years after the date of the dissolution or within the time otherwise limited by this subpart or other provision of law, whichever is less. See sections 5987 (relating to proofs of claims), 5993 (relating to acceptance or rejection of matured claims) and 5994 (relating to disposition of unmatured claims). (b) Rights and assets.--The dissolution of a nonprofit corporation shall not affect the limited liability of a member of the corporation theretofore existing with respect to transactions occurring or acts or omissions done or omitted in the name of or by the corporation except that, subject to subsection (d) and sections 5992(d) (relating to notice to claimants) and 5993(b) (relating to acceptance or rejection of matured claims), if applicable, each member shall be liable for his pro rata portion of the unpaid liabilities of the corporation up to the amount of the net assets of the corporation distributed to the member in connection with the dissolution. Should any property right of a corporation be discovered, or the corporation be named as a defendant in an action or proceeding, at any time after the dissolution of the corporation, the surviving member or members of the board of directors or other body that wound up the affairs of the corporation, or a receiver appointed by the court, shall have authority to enforce the property right and to collect and divide the assets so discovered among the persons entitled thereto and to prosecute or defend actions or proceedings in the corporate name of the corporation. Any assets so collected shall be distributed and disposed of in accordance with the applicable order of court, if any, and otherwise in accordance with this subchapter. (c) Liability of members.--A member of a dissolved nonprofit corporation, the assets of which were distributed under section 5975(c) (relating to winding up and distribution) or 5997 (relating to payments and distributions), shall not be liable for any claim against the corporation in an amount in excess of the member's pro rata share of the claim or the amount so distributed to the member, whichever is less. The aggregate liability of any member of a dissolved corporation for claims against the dissolved corporation shall not exceed the amount distributed to the member in dissolution. (d) Limitation of actions.--A member of a dissolved corporation, the assets of which were distributed under section 5975(c) or 5997(a) through (c), shall not be liable for any claim against the corporation on which an action is not commenced prior to the expiration of the period specified in subsection (a)(2). (e) Conduct of actions.--An action or proceeding may be prosecuted against and defended by a dissolved corporation in its corporate name. (f) Late-filed action or proceeding.--The following apply to an action or proceeding commenced against a dissolved corporation after the expiration of the period specified in subsection (a)(2): (1) Any judgment against a dissolved corporation in the action or proceeding shall be void. (2) The dissolved corporation may, but need not, appear and raise as a defense the expiration of the period specified in subsection (a)(2) and any other reasonably related matters in response to the action or proceeding. (3) Any person who was a director, member of an other body, officer or member of the dissolved corporation when the dissolution became effective or any governing person of any successor entity acting pursuant to Subchapter H (relating to postdissolution provision for liabilities), and any successor-in-interest to any of those persons, may, but need not, act on behalf of the dissolved corporation in taking the actions described in paragraph (2) and shall not thereby be deemed to be deprived of the operation of subsections (c) and (d) or of section 5978(b) (relating to winding up of corporation after dissolution) or otherwise be responsible for any obligations of the dissolved corporation. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; 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; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 amended subsec. (b) and added subsec. (f). 2013 Amendment. Act 67 amended subsec. (a) and added subsec. (e). 1992 Amendment. Act 169 amended subsec. (b) and added subsecs. (c) and (d). 1990 Amendment. Act 198 reenacted and amended the entire section. Cross References. Section 5979 is referred to in sections 5987, 5993, 5994, 5995 of this title.

15 Pa.C.S. § 5980 Dissolution by domestication (Repealed).

2014 Repeal. Section 5980 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 5981 Proceedings upon application of member or director.

Upon application filed by a member or director of a nonprofit corporation, the court may entertain proceedings for the involuntary winding up and dissolution of the corporation when any of the following occur: (1) The objects of the corporation have wholly failed, or are entirely abandoned, or their accomplishment is impracticable. (2) The acts of the directors, or those in control of the corporation, are illegal, oppressive or fraudulent and it is beneficial to the interests of the members that the corporation be wound up and dissolved. (3) The corporate assets are being misapplied or wasted and it is beneficial to the interests of the members that the corporation be wound up and dissolved. (4) The directors or other body are deadlocked in the direction of the management of the business and affairs of the corporation and the members are unable to break the deadlock and irreparable injury to the corporation is being suffered or is threatened by reason thereof. The court shall not appoint a receiver or grant other similar relief under this paragraph if the members by agreement or otherwise have provided for appointment of a provisional director or member of an other body or other means for the resolution of a deadlock, but the court shall enforce the remedy provided by the members, if appropriate. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days) Cross References. Section 5981 is referred to in section 5767 of this title.

15 Pa.C.S. § 5982 Proceedings upon application of creditor.

Upon application filed by a creditor of a nonprofit corporation whose claim has either been reduced to judgment and an execution thereon returned unsatisfied or whose claim is admitted by the corporation, the court may entertain proceedings for the involuntary winding up and dissolution of the corporation when, in either case, it is made to appear that the corporation is unable to discharge its liabilities in the regular course of business, as they mature, or is unable to afford reasonable security to those who may deal with it. (July 9, 2013, P.L.476, No.67, eff. 60 days)

15 Pa.C.S. § 5983 Proceedings upon petition of superior religious organization.

The court may, in the case of any nonprofit corporation organized for the support of public worship, upon application of the diocesan convention, presbytery, synod, conference, council, or other supervising or controlling organization of which the corporation is a member or with which it is in allegiance and to which it is subordinate, entertain proceedings for the involuntary winding up and dissolution of the corporation when it is made to appear that by reason of shifting population, withdrawal of membership or any other cause whatsoever, the corporation has ceased to support public worship within the intent and meaning of its articles and the dissolution of the corporation may be effected without prejudice to the public welfare and the interests of the members of the corporation. (July 9, 2013, P.L.476, No.67, eff. 60 days)

15 Pa.C.S. § 5984 Appointment of receiver pendente lite and other interim powers.

Upon the filing of an application under this subchapter, the court may issue injunctions, appoint a receiver pendente lite with such powers and duties as the court from time to time may direct and proceed as may be requisite to preserve the corporate assets wherever situated and carry on the business of the corporation until a full hearing can be had. (July 9, 2013, P.L.476, No.67, eff. 60 days)

15 Pa.C.S. § 5985 Liquidating receiver.

Upon a hearing, after such notice as the court may direct to be given to all parties to the proceeding, and to any other parties in interest designated by the court, the court may appoint a liquidating receiver with authority to collect the assets of the corporation. The liquidating receiver shall have authority, subject to the order of the court, to dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The assets of the corporation, or the proceeds resulting from a disposition thereof, shall be applied to the expenses of the liquidation and to the payment of the liabilities of the corporation, and any remaining assets or proceeds shall be distributed by the court in the manner provided by section 5975(c) (relating to winding up and distribution). The court may direct that any or all of the provisions of Subchapter H (relating to postdissolution provision for liabilities) shall apply. The order appointing the liquidating receiver shall state his powers and duties. The powers and duties may be increased or diminished at any time during the proceedings. A receiver of a corporation appointed under this section shall have authority to sue and defend in all courts in his own name as receiver of the corporation. The court appointing the receiver shall have exclusive jurisdiction of the corporation and its property wherever situated. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)

15 Pa.C.S. § 5986 Qualifications of receivers.

A receiver shall in all cases be a natural person of full age or a corporation authorized to act as receiver, which corporation, if so authorized, may be a domestic corporation for profit or not-for-profit or a foreign corporation for profit or not-for-profit authorized to do business in this Commonwealth, and shall give such bond, if any, as the court may direct, with such sureties, if any, as the court may require. (July 9, 2013, P.L.476, No.67, eff. 60 days)

15 Pa.C.S. § 5987 Proofs of claims.

(a) General rule.--In a proceeding under this subchapter, the court may require all creditors of the nonprofit corporation to file with the office of the clerk of the court of common pleas, or with the receiver, in such form as the court may prescribe, verified proofs of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall not be less than 120 days from the date of the order, as the last day for filing of claims and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to or after the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants who do not file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation. (b) Cross reference.--See section 5979 (relating to survival of remedies and rights after dissolution). (July 9, 2013, P.L.476, No.67, eff. 60 days) Cross References. Section 5987 is referred to in section 5979 of this title.

15 Pa.C.S. § 5988 Discontinuance of proceedings; reorganization.

The proceedings under this subchapter may be discontinued at any time if it is established that cause for liquidation no longer exists, in which event the court shall dismiss the proceedings and direct the receiver to redeliver to the nonprofit corporation all its remaining property and assets. (July 9, 2013, P.L.476, No.67, eff. 60 days)

15 Pa.C.S. § 5989 Articles of involuntary dissolution.

(a) General rule.--In a proceeding under this subchapter, the court shall enter an order dissolving the nonprofit corporation when the order, if any, obtained pursuant to section 5547(b) (relating to nondiversion of certain property) has been entered and when the costs and expenses of the proceeding, and all liabilities of the corporation have been discharged, and all of its remaining assets have been distributed to the persons entitled thereto, or, in case its assets are not sufficient to discharge such costs, expenses and liabilities, when all the assets have been applied, as far as they will go, to the payment of such costs, expenses and liabilities. See section 139(b) (relating to tax clearance in judicial proceedings). (b) Filing.--After entry of an order of dissolution, the office of the clerk of the court of common pleas shall prepare and execute articles of dissolution substantially in the form provided by section 5977 (relating to articles of dissolution), attach thereto a certified copy of the order and transmit the articles and attached order to the Department of State. The department shall not charge a fee in connection with the filing of articles of dissolution under this section. See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). (c) Effect.--Upon the filing of the articles of dissolution in the department, the existence of the corporation shall cease. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (a) and (b). 1990 Amendment. Act 198 reenacted and amended the entire section.

15 Pa.C.S. § 5991 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: "Contractual claims." Excludes contingent contractual claims based on any implied warranty as to any product manufactured, sold, distributed or handled by the dissolved corporation. "Priority." Does not refer either to the order of payments set forth in section 5997(a)(1) through (4) (relating to payments and distributions) or to the relative times at which any claims mature or are reduced to judgment. "Successor entity." Includes any trust, receivership or other legal entity governed by the laws of this Commonwealth or any other jurisdiction to which the remaining assets of a dissolved nonprofit corporation are transferred subject to its liabilities and which exists solely for the purposes of prosecuting and defending actions, by or against the corporation, enabling the corporation to settle and close its business, to dispose of and convey the property of the corporation, to discharge the liabilities of the corporation, and to distribute to the members of the corporation any remaining assets, but not for the purpose of continuing the business for which the corporation was incorporated. (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)

15 Pa.C.S. § 5991.1 Authority of board of directors.

(a) General rule.--The board of directors or other body of a nonprofit corporation that has elected to proceed under this subchapter shall have full power to wind up and settle the affairs of the corporation in accordance with this subchapter both prior to and after the filing of articles of dissolution in accordance with section 5977 (relating to articles of dissolution). (b) Winding up.--The corporation shall, as speedily as possible, proceed to comply with the requirements of this subchapter while simultaneously collecting all sums due it and converting into cash all corporate assets, the conversion of which into cash is required to make adequate provision for its liabilities. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 added section 5991.1.

15 Pa.C.S. § 5992 Notice to claimants.

(a) General rule.--After a nonprofit corporation that has elected to proceed under this subchapter has been dissolved in accordance with section 5977 (relating to articles of dissolution), the corporation or any successor entity shall give notice of the dissolution requesting all persons having a claim against the corporation to present their claims against the corporation in accordance with the notice. The notice shall state: (1) That all claims must be presented in writing and must contain sufficient information reasonably to inform the corporation or successor entity of the identity of the claimant and the substance of the claim. (2) The mailing address to which a claim must be sent. (3) The deadline, which shall be not less than 60 days after the date the notice is given, by which the corporation or successor entity must receive the claim. (4) That the claim will be barred if not received by the deadline. (5) That the corporation or a successor entity may make distribution to other claimants and the members of the corporation or persons interested as having been such without further notice to the claimant. (b) Unmatured contractual claims.--The corporation or successor entity electing to follow the procedures specified in this subchapter shall also give notice of the dissolution of the corporation to persons with contractual claims contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured and shall request that such persons present their claims in accordance with the terms of the notice. The notice shall be in substantially the form specified in subsection (a). (c) Publication and service of notices.-- (1) The notices required by this section shall be officially published at least once a week for two consecutive weeks. (2) Concurrently with or preceding the publication, the corporation or successor entity shall send a copy of the notice by certified or registered mail, return receipt requested, to each: (i) known creditor or claimant; (ii) holder of a claim described in subsection (b); and (iii) municipal corporation in which a place of business of the corporation in this Commonwealth was located at the time of filing the articles of dissolution in the department. (d) Claims barred.--A claim against a dissolved corporation is barred if a claimant who was given written notice under subsection (c)(2) does not deliver the claim to the dissolved corporation or successor entity by the deadline. (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 amended subsec. (c)(2). Cross References. Section 5992 is referred to in sections 5979, 5993, 5994, 5995 of this title.

15 Pa.C.S. § 5993 Acceptance or rejection of matured claims.

(a) Notice.--A dissolved nonprofit corporation or successor entity may reject, in whole or in part, any matured claim made by a claimant pursuant to section 5992 (relating to notice to claimants) by sending notice of the rejection by certified or registered mail, return receipt requested, to the claimant within 90 days after receipt of the claim and, in all events, at least 30 days before the expiration of the two-year period specified in section 5979(a)(2) (relating to survival of remedies and rights after dissolution). A notice sent pursuant to this section shall include or be accompanied by a copy of this subchapter and of section 5979. (b) Claims barred.--A claim against a dissolved corporation is barred if a claimant whose claim is rejected by the dissolved corporation or successor entity does not commence an action in the court to enforce the claim within 90 days after mailing of the rejection notice. (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days) Cross References. Section 5993 is referred to in sections 5979, 5997 of this title.

15 Pa.C.S. § 5994 Disposition of unmatured claims.

(a) Contractual claims.--The dissolved nonprofit corporation or successor entity shall offer any claimant whose contractual claim made pursuant to section 5992 (relating to notice to claimants) is contingent, conditional or unmatured, such security as the corporation or successor entity determines is sufficient to provide compensation to the claimant if the claim matures. The corporation or successor entity shall send the offer to the claimant by certified or registered mail, return receipt requested, within 90 days after receipt of the claim and, in all events, at least 30 days before the expiration of the two-year period specified in section 5979(a)(2) (relating to survival of remedies and rights after dissolution). A notice sent pursuant to this section shall include or be accompanied by a copy of this subchapter and of section 5979. If the claimant offered the security does not deliver to the corporation or successor entity a written notice rejecting the offer within 60 days after mailing of the offer for security, the claimant shall be deemed to have accepted the security as the sole source from which to satisfy his claim against the corporation. (b) Other claims.--Except as provided in section 5997(d) (relating to liability of directors), the holder of any other claim may bring an action against the dissolved corporation or its directors, members of an other body, officers or members within the time limited by section 5979(a). (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days) Cross References. Section 5994 is referred to in sections 5979, 5995, 5997 of this title.

15 Pa.C.S. § 5995 Court proceedings.

(a) General rule.--A dissolved nonprofit corporation or successor entity that has given notice in accordance with section 5992 (relating to notice to claimants) shall file an application with the court for a determination of the amount and form of security: (1) that will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to section 5994 (relating to disposition of unmatured claims); and (2) that will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the corporation or that have not arisen but that, based on the facts known to the corporation or successor entity, are likely to arise or to become known to the corporation or successor entity prior to the expiration of the two-year period specified in section 5979(a)(2) (relating to survival of remedies and rights after dissolution). (b) Guardian ad litem.--The court may appoint a guardian ad litem in respect of any proceeding brought under this subchapter. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the applicant in the proceeding unless otherwise ordered by the court. (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days) Cross References. Section 5995 is referred to in section 5997 of this title.

15 Pa.C.S. § 5996 No revival or waiver.

The giving of any notice or making of any offer under this subchapter shall not revive any claim then barred or constitute acknowledgment by the dissolved nonprofit corporation or successor entity that any person to whom the notice is sent is a proper claimant and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom the notice is sent.

15 Pa.C.S. § 5997 Payments and distributions.

(a) General rule.--A dissolved nonprofit corporation or successor entity that has elected to proceed under this subchapter shall: (1) Pay the claims made and not rejected under section 5993 (relating to acceptance or rejection of matured claims). (2) Post the security offered and not rejected under section 5994 (relating to disposition of unmatured claims). (3) Post security ordered by the court in any proceeding under section 5995 (relating to court proceedings). (4) Pay or make provision for all other claims that are mature, known and uncontested or that have been finally determined to be owing by the corporation or the successor entity. (b) Disposition.--The claims and liabilities shall be paid in full and any provision for payment shall be made in full if there are sufficient assets. If there are insufficient assets, the claims and liabilities shall be paid or provided for in order of their priority and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining assets shall be distributed as provided in the last sentence of section 5975(c) (relating to winding up and distribution), except that the distribution shall not be made less than 60 days after the last notice of rejection, if any, was given under section 5993. (c) Evaluation of other liabilities.--In the absence of actual fraud, the judgment of the board of directors or other body of the dissolved corporation or the governing persons of the successor entity as to the provision made for the payment of all claims under subsection (a)(4) shall be conclusive. (d) Liability of directors.--(Deleted by amendment). (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 deleted subsec. (d). 1992 Amendment. Act 169 amended subsecs. (a) and (c), deleted former subsec. (d) and relettered subsec. (e) to subsec. (d). Cross References. Section 5997 is referred to in sections 5979, 5991, 5994 of this title.

15 Pa.C.S. § 5998 Liability of members (Repealed).

1992 Repeal. Section 5998 was repealed December 18, 1992, P.L.1333, No.169, effective in 60 days.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM&ttl=15Fetched: 10/16/2026