Pennsylvania § 1735 Personal liability of officers

Pennsylvania Statutes

§ 1735 — Personal liability of officers

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

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

(1)the officer has breached or failed to perform the duties of an officer 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 an officer pursuant to any criminal statute; or

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

(c)Application.--An amendment or repeal of a provision described in subsection (a) does not affect its application with respect to an act by an officer occu

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

(1) the officer has breached or failed to perform the duties of an officer 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 an officer pursuant to any criminal statute; or

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

(c) Application.--An amendment or repeal of a provision described in subsection (a) does not affect its application with respect to an act by an officer 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) Certain provisions of articles ineffective.--This section may not be relaxed by any provision of the articles.

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

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Legislative History

(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment.Act 122 added section 1735. Cross References.Section 1735 is referred to in section 1504 of this title.