(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
(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 Subchapter D of Chapter 15 (relating to dissenters rights).
"Foreign business corporation." A foreign corporation for profit subject to Chapter 4 (relating to foreign associations), whether or not required to register thereunder.
"Foreign corporation for profit." (Deleted by amendment).
"Foreign corporation not-for-profit." (Deleted by amendment).
"Foreign domiciliary corporation." A foreign business corporation defined in section 4102 (relating to foreign domiciliary corporations).
"Foreign insurance corporation." A corporation for profit incorporated under any laws other than those of this Commonwealth that is qualified to do business in this Commonwealth under the act of May 17, 1921 (P.L.789, No.285), known as The Insurance Department Act of 1921.
"Full age." Of the age of 18 years or older.
"Incorporator." A signer of the original articles of incorporation.
"Insurance corporation" or "domestic insurance corporation." (Deleted by amendment).
"Internal Revenue Code of 1986." (Deleted by amendment).
"Investment Company Act of 1940." The Investment Company Act of 1940 (54 Stat. 789, 15 U.S.C. § 80a-1 et seq.).
"Issue." Includes sale or other disposition of a security previously issued by the corporation and thereafter acquired by it.
"Management corporation." A business corporation that has elected to become subject to Chapter 27 (relating to management corporations) and whose status as a management corporation has not been terminated as provided in Chapter 27.
"Mutual insurance company." A mutual insurance company as defined in section 3102 (relating to definitions).
"Nonprofit corporation." A domestic corporation not-for-profit defined in section 5103 (relating to definitions).
"Nonqualified foreign business corporation." (Deleted by amendment).
"Nonregistered corporation." A corporation that is not a registered corporation.
"Nonstock corporation." A business corporation that has elected to become subject to Chapter 21 (relating to nonstock corporations) and whose status as a nonstock corporation has not been terminated as provided in Chapter 21.
"Obligation." (Deleted by amendment).
"Officer." Includes assistant officer. If a corporation is in the hands of a custodian, receiver, trustee or like official, the term includes that official or any person appointed by that official to act as an officer for any purpose under this subpart.
"Officially publish." (Deleted by amendment).
"Plan." (Deleted by amendment).
"Preference." A right in one class or series of shares that is senior to any right in a junior class or series of shares:
(1) as to the right to payment of dividends;
(2) as to the right to distribution of assets upon redemption of shares or upon the voluntary or involuntary liquidation of the corporation; or
(3) as to both dividends and assets.
"Professional corporation." A business corporation that is subject to Chapter 29 (relating to professional corporations) and whose status as a professional corporation has not been terminated as provided in Chapter 29.
"Public utility corporation." Any domestic or foreign corporation for profit that:
(1) is subject to regulation as a public utility by the Pennsylvania Public Utility Commission or an officer or agency of the United States; or
(2) was subject to such regulation on December 31, 1980, or would have been so subject if it had been then existing.
"Qualified foreign business corporation." (Deleted by amendment).
"Reclassification." A change in the number, voting rights, designations, preferences, limitations, special rights or par value of shares, or a conversion or exchange of one class or series of shares into or for another class or series of shares, other securities or obligations of the same corporation, or the cancellation of shares. The term does not include a stock dividend or split effected by distribution of its own previously authorized shares pro rata to the holders of shares of the same or any other class or series pursuant to action solely of the board of directors.
"Registered corporation." (Deleted by amendment).
"Registered office." That office maintained by a corporation in this Commonwealth as required by section 1507 (relating to registered office). See section 109 (relating to name of commercial registered office provider in lieu of registered address).
"Relax." When used with respect to a provision of the articles or bylaws, means to provide lesser rights for an affected representative or shareholder.
"Representative." (Deleted by amendment).
"Savings association" or "domestic savings association." (Deleted by amendment).
"Securities Act of 1933." The Securities Act of 1933 (48 Stat. 74, 15 U.S.C. § 77a et seq.).
"Share certificate." A written instrument signed on behalf of the corporation evidencing the fact that the person therein named is the record owner of the shares therein described.
"Share register." Records administered by or on behalf of a corporation in which the names of all of its shareholders, the address of each shareholder, the number and class of shares registered in the name of each shareholder and all issuances and transfers of shares are recorded.
"Shareholder." A record holder or record owner of shares of a corporation, including a subscriber to shares. The term, when used in relation to the taking of corporate action, includes the proxy of a shareholder. If and to the extent the articles confer rights of shareholders upon holders of obligations of the corporation or governmental or other entities pursuant to any provision of this subpart or other provision of law, the term shall be construed to include those holders and governmental or other entities.
"Shares." The units into which the rights of the shareholders to participate in the control of a corporation, in its profits or in the distribution of its assets are divided.
"Special treatment." A provision of an amendment or plan permitted by section 1906 (relating to special treatment of holders of shares of same class or series).
"Statutory close corporation." A business corporation that has elected to become subject to Chapter 23 (relating to statutory close corporations) and whose status as a statutory close corporation has not been terminated as provided in Chapter 23.
"Subscriber." One who subscribes for or otherwise takes shares by agreement from the issuing corporation, whether before or after incorporation.
"Subscription." The promise to pay a consideration or the agreement fixing the amount of the consideration paid or to be paid for shares by a subscriber.
"Unless otherwise provided" or "except as otherwise provided." When used to introduce or modify a rule, implies that the alternative provisions contemplated may either relax or restrict the stated rule.
"Unless otherwise restricted" or "except as otherwise restricted." When used to introduce or modify a rule, implies that the alternative provisions contemplated may further restrict, but may not relax, the stated rule.
"Voting" or "casting a vote." Includes the giving of consent in lieu of voting. The term does not include either recording the fact of abstention or failing to vote for a candidate or for approval or disapproval of a matter, whether or not the person entitled to vote characterizes the conduct as voting or casting a vote.
(b) Index of other definitions.--The following is a nonexclusive list of words and phrases which when used in this subpart shall have the meanings given to them in section 102 (relating to definitions):
"Act" or "action."
"Banking institution" or "domestic banking institution."
"Conversion."
"Corporation for profit."
"Corporation not-for-profit."
"Court."
"Credit union."
"Department."
"Dissenters rights."
"Division."
"Domestic corporation for profit."
"Domestic corporation not-for-profit."
"Domestication."
"Execute."
"Foreign corporation for profit."
"Foreign corporation not-for-profit."
"Insurance corporation" or "domestic insurance corporation."
"Interest exchange."
"Internal Revenue Code of 1986."
"Merger."
"Obligation."
"Officially publish."
"Record form."
"Representative."
"Savings association" or "domestic savings association." (Deleted by amendment).
"Sign." (Apr. 27, 1990, P.L.129, No.36, eff. imd.; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; Dec. 7, 1994, P.L.703, No.106, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days; July 15, 2024, P.L.728, No.59, eff. 60 days) 2024 Amendment. Act 59 amended the def. of "foreign business corporation" in subsec. (a). 2022 Amendment. Act 122 amended the defs. of "board of directors" or "board," "bylaws," "dissolve" or "dissolution," "distribution," "entitled to vote" and "officer" in subsec. (a) and (b) and added the def. of "share register" in subsec. (a). 2014 Amendment. Act 172 amended subsec. (a) intro. par. and in subsec. (a) amended the defs. of "articles," "distribution" and "foreign business corporation" and deleted the defs. of "dissenters rights," "nonqualified foreign business corporation," "plan," "qualified foreign business corporation" and "registered corporation." 2013 Amendment. Act 67 amended the defs. of "distribution" and "voting" or "casting a vote" and deleted the defs. of "act" or "action," "banking institution" or "domestic banking institution," "corporation for profit," "corporation not-for-profit," "court," "credit union," "department," "domestic corporation for profit," "domestic corporation not-for-profit," "foreign corporation for profit," "foreign corporation not-for-profit," "insurance corporation" or "domestic insurance corporation," "Internal Revenue Code of 1986," "obligation," "officially publish," "representative" and "savings association" or "domestic savings association" and added subsecs. (a) hdg. and (b). 1992 Amendment. Act 169 amended the defs. of "distribution," retroactive to October 1, 1989, "professional corporation" and "registered office" and added the def. of "dissolve" or "dissolution." 1990 Amendments. Act 36 added the def. of "act" or "action" and Act 198 amended the defs. of "credit union" or "domestic credit union," "distribution," "entitled to vote," "foreign insurance corporation," "insurance corporation" or "domestic insurance corporation," "qualified foreign business corporation" and "reclassification" and added the defs. of "Exchange Act," "Internal Revenue Code of 1986," "Investment Company Act of 1940," "mutual insurance company," "relax" and "Securities Act of 1933." Cross References. Section 1103 is referred to in sections 102, 1572, 1725, 1903, 1911, 2301, 5103 of this title.
