Pennsylvania § 1978 Winding up of corporation after dissolution

Pennsylvania Statutes

§ 1978 — Winding up of corporation after dissolution

Pennsylvania § 1978

JurisdictionPennsylvania

Title 15CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

PartPART II

Ch. 19FUNDAMENTAL CHANGES

Subch.VOLUNTARY DISSOLUTION AND WINDING UP

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Bluebook

15 Pa. Cons. Stat. § 1978 (2026).

Text

(a)Winding up and distribution.--Every business corporation that is dissolved by expiration of its period of duration or otherwise shall, nevertheless, continue to exist for the purpose of winding up its affairs, prosecuting and defending actions or proceedings by or against it, collecting and discharging obligations, disposing of and conveying its property and collecting and dividing its assets, but not for the purpose of continuing business except insofar as necessary for the winding up of the corporation. The board of directors of the corporation may continue as such and shall have full power to wind up the affairs of the corporation.

(b)Standard of care of directors and officers.--The dissolution of the corporation shall not subject its directors or officers to standards of conduct

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(a) Winding up and distribution.--Every business corporation that is dissolved by expiration of its period of duration or otherwise shall, nevertheless, continue to exist for the purpose of winding up its affairs, prosecuting and defending actions or proceedings by or against it, collecting and discharging obligations, disposing of and conveying its property and collecting and dividing its assets, but not for the purpose of continuing business except insofar as necessary for the winding up of the corporation. The board of directors of the corporation may continue as such and shall have full power to wind up the affairs of the corporation.

(b) Standard of care of directors and officers.--The dissolution of the corporation shall not subject its directors or officers to standards of conduct different from those prescribed by or pursuant to Chapter 17 (relating to officers, directors and shareholders). Directors of a dissolved corporation who have complied with section 1975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities) and governing persons of a successor entity who have complied with Subchapter H shall not be personally liable to the creditors or claimants of the dissolved corporation.

Legislative History

(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment.Act 67 amended subsec. (b). Cross References.Section 1978 is referred to in section 1979 of this title.