Pennsylvania § 1552 Power of corporation to acquire its own shares

Pennsylvania Statutes

§ 1552 — Power of corporation to acquire its own shares

Pennsylvania·Title 15 CORPORATIONS AND UNINCORPORATED ASSOCIATIONS·Part PART II·Ch. 15 CORPORATE POWERS, DUTIES AND SAFEGUARDS·Subch. CORPORATE FINANCE

(a)General rule.--A business corporation shall have the power to acquire its own shares. If the articles provide that shares acquired by the corporation shall not be reissued, the authorized shares of the class or series that was acquired shall be reduced by the number of shares acquired. In any other case the shares acquired shall be deemed to be issued but not outstanding, except that, unless otherwise provided in the bylaws, the board may, by resolution, restore any or all of the previously issued shares of the corporation owned by it to the status of:

(1)authorized but unissued shares; or

(2)authorized but unissued shares of the class or series.

(b)Security for acquisition.--In connection with an acquisition by a corporation of its shares, the corporation may grant a security in

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(a) General rule.--A business corporation shall have the power to acquire its own shares. If the articles provide that shares acquired by the corporation shall not be reissued, the authorized shares of the class or series that was acquired shall be reduced by the number of shares acquired. In any other case the shares acquired shall be deemed to be issued but not outstanding, except that, unless otherwise provided in the bylaws, the board may, by resolution, restore any or all of the previously issued shares of the corporation owned by it to the status of:

(1) authorized but unissued shares; or

(2) authorized but unissued shares of the class or series.

(b) Security for acquisition.--In connection with an acquisition by a corporation of its shares, the corporation may grant a security interest in the acquired shares to secure an obligation to pay for the acquisition. A share shall not be canceled on the books of the corporation until the obligation of the corporation secured by the share is fully paid or discharged.

(c) Application of distribution tests.--A corporation may acquire or agree to acquire its shares, even though the acquisition would violate section 1551 (relating to distributions to shareholders), if payment of all or part of the purchase price is deferred until the payment would not violate that section.

(d) Cross reference.--See section 1914(c)(2) (relating to adoption by board of directors).

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Legislative History

(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. (a). 2013 Amendment.Act 67 relettered former subsec. (b) to present subsec. (d) and added subsecs. (b) and (c). CrossReferences.Section 1552 is referred to in section 1914 of this title.