Pennsylvania § 1713 Personal liability of directors

Pennsylvania Statutes

§ 1713 — Personal liability of directors

Pennsylvania·Title 15 CORPORATIONS AND UNINCORPORATED ASSOCIATIONS·Part PART II·Ch. 17 OFFICERS, DIRECTORS AND SHAREHOLDERS·Subch. FIDUCIARY DUTY

(a)General rule.--If a bylaw adopted by the shareholders of a business corporation so provides, a director shall not be personally liable, as such, for monetary damages for any action taken unless:

(1)the director has breached or failed to perform the duties of a director under this subchapter; and

(2)the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

(b)Exceptions.--Subsection (a) shall not apply to:

(1)the responsibility or liability of a director pursuant to any criminal statute; or

(2)the liability of a director for the payment of taxes pursuant to Federal, State or local law.

(c)Application.--An amendment or repeal of a provision adopted under subsection (a) does not affect its application with respect to an act by a director oc

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(a) General rule.--If a bylaw adopted by the shareholders of a business corporation so provides, a director shall not be personally liable, as such, for monetary damages for any action taken unless:

(1) the director has breached or failed to perform the duties of a director under this subchapter; and

(2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

(b) Exceptions.--Subsection (a) shall not apply to:

(1) the responsibility or liability of a director pursuant to any criminal statute; or

(2) the liability of a director for the payment of taxes pursuant to Federal, State or local law.

(c) Application.--An amendment or repeal of a provision adopted under subsection (a) does not affect its application with respect to an act by a director occurring before the amendment or repeal unless the provision in effect at the time of the act explicitly authorizes its amendment or repeal after an act has occurred.

(d) Cross reference.--See 42 Pa.C.S. § 8332.5 (relating to corporate representatives).

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Legislative History

(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment.Act 122 amended subsec. (a)(1), relettered former subsec. (c) to subsec. (d) and added present subsec. (c). 1992 Amendment.Act 169 amended subsec. (b). Cross References.Section 1713 is referred to in sections 1504, 1505, 1553, 3321, 3322 of this title.