§ 1106. Uniform application of subpart.

446 words·~2 min read·/pa/title-15/chapter-11/1106

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(a)General rule.-- Except as provided in subsection (b), Part I (relating to preliminary provisions) and this subpart are intended to provide uniform rules for the government and regulation of the affairs of business corporations and of their officers, directors and shareholders regardless of the date or manner of incorporation or qualification, or of the issuance of any shares thereof.

(b)Exceptions.--

(1)Unless expressly provided otherwise in any amendment to this subpart, the amendment shall take effect only prospectively.

(2)An existing corporation lawfully using a name or, as part of its name, a word that could not be used as or included in the name of a corporation subsequently incorporated or qualified under this subpart may continue to use the name or word as part of its name if the use or inclusion of the word or name was lawful when first adopted by the corporation in this Commonwealth.

(3)Subsection

(a)shall not adversely affect the rights specifically provided for or saved in this title. See:

The provisions of section 341(c) (relating to interest exchange authorized).

The provisions of section 351(c) (relating to conversion authorized).

The transitional approval requirements set forth in section 363(d) (relating to approval of division).

The provisions of section 1524(e) (relating to transitional provision).

The provisions of section 1554(c) (relating to transitional provision).

The cumulative voting rights set forth in section 1758(c)(2) (relating to cumulative voting).

The provisions of section 2301(d) (relating to transitional provisions).

The provisions of section 2541(a)(2) and

(3)and

(c)(relating to application and effect of subchapter).

The provisions of section 2543(b)(1) and

(2)(relating to exceptions generally).

The provisions of section 2551(b)(3)(i),

(5)and

(6)(relating to exceptions).

The provisions of section 2553(b)(2) (relating to exception).

(4)Except as otherwise expressly provided in the articles, a domestic corporation for profit that, on September 30, 1989, was not subject to the Business Corporation Law of 1933 and that thereafter becomes subject to this subpart by operation of law shall be deemed to have in effect articles that provide that the following provisions of this subpart shall not be applicable to the corporation:

(i)Section 1726(a)(1) (relating to removal by the shareholders) insofar as it provides a statutory right on the part of shareholders to remove directors from office without assigning any cause.

(ii)Section 1755(b)(2) (relating to special meetings).

(iii)Section 1912(a)(2) (relating to proposal of amendments).

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(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)

Cross References. Section 1106 is referred to in sections 1311, 1726, 1755, 1912 of this title.

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