2021–2022 Regular Session

House Bill 2057

An Act amending Titles 15 (Corporations and Unincorporated Associations) and 54 (Names) of the Pennsylvania Consolidated Statutes, in general provisions, further providing for definitions, for form of records, for delivery of document, for functions of Department of State, for processing of documents by Department of State, for court to pass upon rejection of documents by Department of State, for statement of correction and for tax clearance of certain fundamental transactions, providing for annual report and further providing for short title and application of subchapter and for fee schedule; in entities generally, further providing for requirements for names generally, for required name changes by senior associations and for registration of name of nonregistered foreign association and providing for ratification of defective entity actions; in entity transactions, further providing for definitions, for relationship of chapter to other provisions of law, for nature of transactions, for excluded entities and transactions, for approval by business corporation, for interest exchange authorized, for statement of conversion and effectiveness, for approval of division, for division without interest holder approval, for effect of division, for allocation of liabilities in division and for domestication authorized and providing for administrative dissolution or cancellation; in foreign associations, further providing for governing law, for activities not constituting doing business, for noncomplying name of foreign association, for required withdrawal on certain transactions and for termination of registration; in corporations, further providing for application and effect of subchapter, for standard of care and justifiable reliance, for personal liability of directors, for notation of dissent, for exercise of powers generally, for alternative standard, for limitation on standing and for actions by shareholders or members to enforce a secondary right and providing for renunciation of business opportunities; in general provisions relating to business corporations, further providing for application of subpart and for definitions and repealing provisions relating to annual report information; in incorporation, further providing for articles of incorporation; in corporate powers, duties and safeguards, further providing for general powers, for adoption, amendment and contents of bylaws, for persons bound by bylaws, for registered office, for corporate records and inspection by members, for bylaws and other powers in emergency and for informational rights of a director, providing for forum selection provisions and further providing for authorized shares, for stock rights and options, for transfer of securities and restrictions, for power of corporation to acquire its own shares, for liability for unlawful dividends and other distributions and for application and effect of subchapter; in officers, directors and shareholders, further providing for manner of giving notice, for place and notice of meetings of shareholders, for use of conference telephone or other electronic technology, for conduct of shareholders meeting, for alternative provisions, for standard of care and justifiable reliance, for personal liability of directors, for notation of dissent, for exercise of powers generally, for alternative standard, for limitation on standing and for inconsistent articles ineffective, providing for renunciation of business opportunities, further providing for board of directors, for qualifications of directors, for term of office of directors, for selection of directors, for quorum of and action by directors, for interested directors or officers and quorum, for compensation of directors, for executive and other committees of the board and for officers, providing for officer's standard of care and justifiable reliance and for personal liability of officers and further providing for mandatory indemnification, for duration and extent of coverage, for time of holding meetings of shareholders, for quorum, for voting rights of shareholders, for determination of shareholders of record, for voting lists, for consent of members in lieu of meeting, for derivative action, for eligible shareholder plaintiffs and security for costs and for special litigation committee; in fundamental changes, further providing for proposal of fundamental transactions, for amendment of articles authorized, for proposal of amendments for adoption of amendments, for voluntary transfer of corporate assets and for survival of remedies and rights after dissolution; in nonstock corporations, further providing for election of an existing business corporation to become a nonstock corporation and for termination of nonstock corporation status; in registered corporations, further providing for call of special meetings of shareholders, for adjournment of meetings of shareholders, for consent of shareholders in lieu of meeting, and for notice of shareholder meetings, providing for qualifications of directors, and further providing for application and effect of subchapter, for definitions, for business combination, for application and effect of subchapter, for definitions, for voting rights of shares acquired in a control-share, for procedure for establishing voting rights of control shares, for application and effect of subchapter and for definitions; in benefit corporations, further providing for standard of conduct for directors, for benefit director and for standard of conduct for officers; in general provisions relating to nonprofit corporations, further providing for definitions and repealing provisions relating to annual report; in incorporation, further providing for articles of incorporation; in corporate powers duties and safeguards, further providing for adoption, amendment and contents of bylaws, for persons bound by bylaws, for registered office, for corporate records and inspection by members, for bylaws and other powers in emergency and for informational rights of a director, providing for forum selection provisions, and further providing for authority to take and hold trust property; in officers, directors and members, further providing for manner of giving notice, for place and notice of meetings of members, for use of conference telephone or other electronic technology, for conduct of members meeting, for alternative provisions, for standard of care and justifiable reliance, for personal liability of directors, for notation of dissent, for exercise of powers generally, for alternative standard and for limitation on standing, providing for renunciation of corporate opportunities, further providing for board of directors, for term of office of directors, for selection of directors, for quorum of and action by directors, for interested directors or officers and quorum, for compensation of directors, for executive and other committees of the board and for officers, providing for officer's standard of care and justifiable reliance and for personal liability of officers and further providing for mandatory indemnification, for duration and extent of coverage, for time of holding meetings of members, for quorum, for voting rights of members, for determination of members of record, for consent of members in lieu of meeting, for derivative action, for eligible member plaintiffs and security for costs and for special litigation committee; in amendments, sale of assets and dissolution, further providing for amendment of articles authorized, for proposal of amendments and for survival of remedies and rights after dissolution; in electric cooperative corporations, further providing for merger, consolidation, division or sale of assets; in general partnerships, further providing for short title and application of chapter, for partner's rights and duties and for rights to information; in limited partnerships, further providing for short title and application of chapter, for signing of filed documents, for registered office, for limited partner rights to information, for general partner rights to information, for derivative action, for security for costs and for special litigation committee; in limited liability companies, further providing for formation of limited liability company and certificate of organization, for registered office, for rights to information, for derivative action, for security for costs, for special litigation committee, for standard of conduct for members and for standard of conduct for managers and officers; in limited liability companies, further providing for application and effect of subchapter; in business trusts, further providing for registered office; in general provisions, further providing for definitions and for execution of documents; in fictitious names, further providing for definitions, for registration, for contracts entered into by entity using unregistered fictitious name and for effect of registration; in corporate and other association names, repealing provisions relating to register established, to certain additions to register, to decennial filings required, to effect of failure to make filings, to late filings and to voluntary termination of registration by corporations and other associations; and making editorial changes.