Pennsylvania § 1997 Payments and distributions

Pennsylvania Statutes

§ 1997 — Payments and distributions

Pennsylvania·Title 15 CORPORATIONS AND UNINCORPORATED ASSOCIATIONS·Part PART II·Ch. 19 FUNDAMENTAL CHANGES·Subch. POSTDISSOLUTION PROVISION FOR LIABILITIES

(a)General rule.--A dissolved business corporation or successor entity that has elected to proceed under this subchapter shall:

(1)Pay the claims made and not rejected under section 1993 (relating to acceptance or rejection of matured claims).

(2)Post the security offered and not rejected under section 1994 (relating to disposition of unmatured claims).

(3)Post security ordered by the court in any proceeding under section 1995 (relating to court proceedings).

(4)Pay or make provision for all other claims that are mature, known and uncontested or that have been finally determined to be owing by the corporation or the successor entity.

(b)Disposition.--The claims and liabilities shall be paid in full and any provision for payment shall be made in full if there are sufficient asset

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(a) General rule.--A dissolved business corporation or successor entity that has elected to proceed under this subchapter shall:

(1) Pay the claims made and not rejected under section 1993 (relating to acceptance or rejection of matured claims).

(2) Post the security offered and not rejected under section 1994 (relating to disposition of unmatured claims).

(3) Post security ordered by the court in any proceeding under section 1995 (relating to court proceedings).

(4) Pay or make provision for all other claims that are mature, known and uncontested or that have been finally determined to be owing by the corporation or the successor entity.

(b) Disposition.--The claims and liabilities shall be paid in full and any provision for payment shall be made in full if there are sufficient assets. If there are insufficient assets, the claims and liabilities shall be paid or provided for in order of their priority, and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining assets shall be distributed to the shareholders of the corporation according to their respective rights and preferences, except that the distribution shall not be made less than 60 days after the last notice of rejection, if any, was given under section 1993 (relating to acceptance or rejection of matured claims). See section 1972(a) (relating to proposal of voluntary dissolution).

(c) Evaluation of other liabilities.--In the absence of actual fraud, the judgment of the board of directors of the dissolved corporation or the governing persons of the successor entity as to the provision made for the payment of all claims under subsection (a)(4) shall be conclusive.

(d) Liability of directors.--(Deleted by amendment).

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Legislative History

(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment.Act 34 amended subsec. (b) and deleted subsec. (d). 1992 Amendment.Act 169 amended subsecs. (a) and (c), deleted subsec. (d) and relettered subsec. (e) to subsec. (d). Cross References.Section 1997 is referred to in sections 1979, 1991, 1994 of this title.