§ 5977 — Articles of dissolution

Pennsylvania § 5977

• Jurisdiction: Pennsylvania
• Title 15: CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
• Part: PART II
• Ch. 59: AMENDMENTS, SALE OF ASSETS
• Subch.: VOLUNTARY DISSOLUTION AND WINDING UP

Text

(a) General rule.--Articles of dissolution and the certificates or statement required by section 139 (relating to tax clearance of certain fundamental transactions) shall be filed in the department when:

(1) all liabilities of the nonprofit corporation have been discharged, or adequate provision has been made therefor, in accordance with section 5975 (relating to predissolution provision for liabilities), and all of the remaining assets of the corporation have been distributed as provided in section 5975 or in case its assets are not sufficient to discharge its liabilities, when all the assets have been fairly and equitably applied, as far as they will go, to the payment of such liabilities; or

(2) an election to proceed under Subchapter H (relating to postdissolution provision for liabilities) has been made.

(b) Contents of articles.--The articles of dissolution shall be executed by the corporation and shall set forth:

(1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office.

(2) The statute under which the corporation was incorporated and the date of incorporation.

(3) The names and respective addresses, including street and number, if any, of its directors and officers.

(4) The manner in which the proposal to dissolve voluntarily was adopted by the corporation.

(5) A statement that:

(i) all liabilities of the corporation have been discharged or that adequate provision has been made therefor;

(ii) the assets of the corporation are not sufficient to discharge its liabilities, and that all the assets of the corporation have been fairly and equitably applied, as far as they will go, to the payment of such liabilities; or

(iii) the corporation has elected to proceed under Subchapter H.

(6) A statement:

(i) that all the remaining assets of the corporation, if any, have been distributed as provided in the Nonprofit Corporation Law of 1988; or

(ii) that the corporation has elected to proceed under Subchapter H and that any remaining assets of the corporation will be distributed as provided in that subchapter.

(7) In the case of a corporation that has not elected to proceed under Subchapter H, a statement that no actions or proceedings are pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment or decree that may be obtained against the corporation in each pending action or proceeding.

(8) In the case of a corporation that has not elected to proceed under Subchapter H, a statement that notice of the winding-up proceedings of the corporation was mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which the corporation has a place of business in this Commonwealth.

(c) Effect.--Upon the filing of the articles of dissolution in the department, the existence of the corporation shall cease.

(d) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).

Legislative History

(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; 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. (a). 2001 Amendment.Act 34 amended subsec. (b)(5), (7) and (8) and added subsec. (d). 1992 Amendment.Act 169 amended subsecs. (a) and (b). 1990 Amendment.Act 198 reenacted and amended the entire section. Cross References.Section 5977 is referred to in sections 5975, 5989, 5991.1, 5992 of this title.