Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
- Chapter 1 - General Provisions
- 101 - Short title and application of title.
- 102 - Definitions.
- 103 - Subordination of title to regulatory laws.
- 104 - Equitable remedies.
- 105 - Fees.
- 106 - Effect of filing papers required to be filed.
- 107 - Form of records.
- 108 - Change in location or status of registered office provided by agent.
- 109 - Name of commercial registered office provider in lieu of registered address.
- 110 - Supplementary general principles of law applicable.
- 131 - Application of subchapter.
- 132 - Functions of Department of State.
- 133 - Powers of Department of State.
- 134 - Docketing statement.
- 135 - Requirements to be met by filed documents.
- 136 - Processing of documents by Department of State.
- 137 - Court to pass upon rejection of documents by Department of State.
- 138 - Statement of correction.
- 139 - Tax clearance of certain fundamental transactions.
- 140 - Custody and management of orphan corporate and business records.
- 151 - Short title and application of subchapter.
- 152 - Definitions.
- 153 - Fee schedule.
- 154 - Enforcement and collection.
- 155 - Disposition of funds.
- 161 - Domestication of certain alien associations.
- 162 - Contingent domestication of certain alien associations.
- Chapter 5 - Corporations
- 501 - Reserved power of General Assembly.
- 502 - Application of chapter.
- 503 - Actions to revoke corporate franchises.
- 504 - Validation of certain defective corporations.
- 505 - Validation of certain defective corporate acts.
- 506 - Scope and duration of certain franchises.
- 507 - Validation of certain share authorizations.
- 511 - Application and effect of subchapter.
- 512 - Standard of care and justifiable reliance.
- 513 - Personal liability of directors.
- 514 - Notation of dissent.
- 515 - Exercise of powers generally.
- 516 - Alternative standard.
- 517 - Limitation on standing.
- 518 - Nonexclusivity and supplementary coverage.
- 521 - Pensions and allowances.
- 522 - Indemnification of authorized representatives.
- 523 - Actions by shareholders or members to enforce a secondary right. SUBPART B. BUSINESS CORPORATIONS
- Chapter 11 - General Provisions
- Chapter 13 - Incorporation
- 1301 - Purposes.
- 1302 - Number and qualifications of incorporators.
- 1303 - Corporate name.
- 1304 - Required name changes by senior corporations.
- 1305 - Reservation of corporate name.
- 1306 - Articles of incorporation.
- 1307 - Advertisement.
- 1308 - Filing of articles.
- 1309 - Effect of filing of articles of incorporation.
- 1310 - Organization meeting.
- 1311 - Filing of statement of summary of record by certain corporations.
- 1341 - Statement of revival.
- Chapter 15 - Corporate Powers, Duties and Safeguards
- 1501 - Corporate capacity.
- 1502 - General powers.
- 1503 - Defense of ultra vires.
- 1504 - Adoption, amendment and contents of bylaws.
- 1505 - Persons bound by bylaws.
- 1506 - Form of execution of instruments.
- 1507 - Registered office.
- 1508 - Corporate records; inspection by shareholders.
- 1509 - Bylaws and other powers in emergency.
- 1510 - Certain specifically authorized debt terms.
- 1511 - Additional powers of certain public utility corporations.
- 1512 - Informational rights of a director.
- 1521 - Authorized shares.
- 1522 - Issuance of shares in classes or series; board action.
- 1523 - Pricing and issuance of shares.
- 1524 - Payment for shares.
- 1525 - Stock rights and options.
- 1526 - Liability of shareholders.
- 1527 - Issuance of fractional shares or scrip.
- 1528 - Shares represented by certificates and uncertificated shares.
- 1529 - Transfer of securities; restrictions.
- 1530 - Preemptive rights of shareholders.
- 1531 - Voting powers and other rights of certain securityholders and other entities.
- 1532 - Effect of failure to surrender securities converted by reorganization.
- 1551 - Distributions to shareholders.
- 1552 - Power of corporation to acquire its own shares.
- 1553 - Liability for unlawful dividends and other distributions.
- 1554 - Financial reports to shareholders.
- 1571 - Application and effect of subchapter.
- 1572 - Definitions.
- 1573 - Record and beneficial holders and owners.
- 1574 - Notice of intention to dissent.
- 1575 - Notice to demand payment.
- 1576 - Failure to comply with notice to demand payment, etc.
- 1577 - Release of restrictions or payment for shares.
- 1578 - Estimate by dissenter of fair value of shares.
- 1579 - Valuation proceedings generally.
- 1580 - Costs and expenses of valuation proceedings.
- Chapter 17 - Officers, Directors and Shareholders
- 1701 - Applicability of subchapter.
- 1702 - Manner of giving notice.
- 1703 - Place and notice of meetings of board of directors.
- 1704 - Place and notice of meetings of shareholders.
- 1705 - Waiver of notice.
- 1706 - Modification of proposal contained in notice.
- 1707 - Exception to requirement of notice.
- 1708 - Use of conference telephone or other electronic technology.
- 1709 - Conduct of shareholders meeting.
- 1711 - Alternative provisions.
- 1712 - Standard of care and justifiable reliance.
- 1713 - Personal liability of directors.
- 1714 - Notation of dissent.
- 1715 - Exercise of powers generally.
- 1716 - Alternative standard.
- 1717 - Limitation on standing.
- 1718 - Inconsistent articles ineffective.
- 1721 - Board of directors.
- 1722 - Qualifications of directors.
- 1723 - Number of directors.
- 1724 - Term of office of directors.
- 1725 - Selection of directors.
- 1726 - Removal of directors.
- 1727 - Quorum of and action by directors.
- 1728 - Interested directors or officers; quorum.
- 1729 - Voting rights of directors.
- 1730 - Compensation of directors.
- 1731 - Executive and other committees of the board.
- 1732 - Officers.
- 1733 - Removal of officers and agents.
- 1741 - Third-party actions.
- 1742 - Derivative and corporate actions.
- 1743 - Mandatory indemnification.
- 1744 - Procedure for effecting indemnification.
- 1745 - Advancing expenses.
- 1746 - Supplementary coverage.
- 1747 - Power to purchase insurance.
- 1748 - Application to surviving or new corporations.
- 1749 - Application to employee benefit plans.
- 1750 - Duration and extent of coverage.
- 1755 - Time of holding meetings of shareholders.
- 1756 - Quorum.
- 1757 - Action by shareholders.
- 1758 - Voting rights of shareholders.
- 1759 - Voting and other action by proxy.
- 1760 - Voting by fiduciaries and pledgees.
- 1761 - Voting by joint holders of shares.
- 1762 - Voting by corporations.
- 1763 - Determination of shareholders of record.
- 1764 - Voting lists.
- 1765 - Judges of election.
- 1766 - Consent of shareholders in lieu of meeting.
- 1767 - Appointment of custodian of corporation on deadlock or other cause.
- 1768 - Voting trusts and other agreements among shareholders.
- 1769 - Minors as securityholders.
- 1770 - Interested shareholders (Repealed).
- 1781 - (Reserved).
- 1782 - Actions against directors and officers.
- 1791 - Corporate action subject to subchapter.
- 1792 - Proceedings prior to corporate action.
- 1793 - Review of contested corporate action.
- Chapter 19 - Fundamental Changes
- 1901 - Omission of certain provisions from filed plans.
- 1902 - Statement of termination.
- 1903 - Bankruptcy or insolvency proceedings.
- 1904 - De facto transaction doctrine abolished.
- 1905 - Proposal of fundamental transactions.
- 1906 - Special treatment of holders of shares of same class or series.
- 1911 - Amendment of articles authorized.
- 1912 - Proposal of amendments.
- 1913 - Notice of meeting of shareholders.
- 1914 - Adoption of amendments.
- 1915 - Articles of amendment.
- 1916 - Filing and effectiveness of articles of amendment.
- 1921 - Merger and consolidation authorized.
- 1922 - Plan of merger or consolidation.
- 1923 - Notice of meeting of shareholders.
- 1924 - Adoption of plan.
- 1925 - Authorization by foreign corporations.
- 1926 - Articles of merger or consolidation.
- 1927 - Filing of articles of merger or consolidation.
- 1928 - Effective date of merger or consolidation.
- 1929 - Effect of merger or consolidation.
- 1929.1 - Limitations on asbestos-related liabilities relating to certain mergers or consolidations.
- 1930 - Dissenters rights.
- 1931 - Share exchanges.
- 1932 - Voluntary transfer of corporate assets.
- 1951 - Division authorized.
- 1952 - Proposal and adoption of plan of division.
- 1953 - Division without shareholder approval.
- 1954 - Articles of division.
- 1955 - Filing of articles of division.
- 1956 - Effective date of division.
- 1957 - Effect of division.
- 1961 - Conversion authorized.
- 1962 - Proposal and adoption of plan of conversion.
- 1963 - Articles of conversion.
- 1964 - Filing of articles of conversion.
- 1965 - Effective date of conversion.
- 1966 - Effect of conversion.
- 1971 - Voluntary dissolution by shareholders or incorporators.
- 1972 - Proposal of voluntary dissolution.
- 1973 - Notice of meeting of shareholders.
- 1974 - Adoption of proposal.
- 1975 - Predissolution provision for liabilities.
- 1976 - Judicial supervision of proceedings.
- 1977 - Articles of dissolution.
- 1978 - Winding up of corporation after dissolution.
- 1979 - Survival of remedies and rights after dissolution.
- 1980 - Dissolution by domestication.
- 1981 - Proceedings upon application of shareholder or director.
- 1982 - Proceedings upon application of creditor.
- 1983 - (Reserved).
- 1984 - Appointment of receiver pendente lite and other interim powers.
- 1985 - Liquidating receiver.
- 1986 - Qualifications of receivers.
- 1987 - Proof of claims.
- 1988 - Discontinuance of proceedings; reorganization.
- 1989 - Articles of involuntary dissolution.
- 1991 - Definitions.
- 1991.1 - Authority of board of directors.
- 1992 - Notice to claimants.
- 1993 - Acceptance or rejection of matured claims.
- 1994 - Disposition of unmatured claims.
- 1995 - Court proceedings.
- 1996 - No revival or waiver.
- 1997 - Payments and distributions.
- 1998 - Liability of shareholders (Repealed).
- Chapter 21 - Nonstock Corporations
- 2101 - Application and effect of chapter.
- 2102 - Formation of nonstock corporations.
- 2103 - Contents of articles and other documents of nonstock corporations.
- 2104 - Election of an existing business corporation to become a nonstock corporation.
- 2105 - Termination of nonstock corporation status.
- 2121 - Corporate name of nonstock corporations.
- 2122 - Classes of membership.
- 2123 - Evidence of membership; liability of members.
- 2124 - Voting rights of members.
- 2125 - Inapplicability of certain provisions to nonstock corporations.
- 2126 - Dissolution of nonstock corporations.
- Chapter 23 - Statutory Close Corporations
- 2301 - Application and effect of chapter.
- 2302 - Definition of minimum vote.
- 2303 - Formation of statutory close corporations.
- 2304 - Additional contents of articles of statutory close corporations.
- 2305 - Election of an existing business corporation to become a statutory close corporation.
- 2306 - Limitations on continuation of statutory close corporation status.
- 2307 - Voluntary termination of statutory close corporation status by amendment of articles.
- 2308 - Issuance or transfer of shares of a statutory close corporation in breach of qualifying conditions.
- 2309 - Involuntary termination of statutory close corporation status; proceeding to prevent loss of status.
- 2321 - Shares.
- 2322 - Share transfer restrictions.
- 2323 - Transfer of shares in breach of transfer restrictions.
- 2324 - Corporation option where a restriction on transfer of a security is held invalid.
- 2325 - Sale option of estate of shareholder.
- 2331 - Directors.
- 2332 - Management by shareholders.
- 2333 - Appointment of custodian for statutory close corporation.
- 2334 - Appointment of provisional director in certain cases.
- 2335 - Operating corporation as partnership.
- 2336 - Fundamental changes.
- 2337 - Option of shareholder to dissolve corporation.
- Chapter 25 - Registered Corporations
- 2501 - Application and effect of chapter.
- 2502 - Registered corporation status.
- 2503 - Acquisition of registered corporation status.
- 2504 - Termination of registered corporation status.
- 2511 - Financial reports to shareholders.
- 2512 - Dissenters rights procedure.
- 2513 - Disparate treatment of certain persons.
- 2521 - Call of special meetings of shareholders.
- 2522 - Adjournment of meetings of shareholders.
- 2523 - Quorum at shareholder meetings.
- 2524 - Consent of shareholders in lieu of meeting.
- 2525 - Appointment of custodian.
- 2526 - Voting rights of directors.
- 2527 - Authority of board of directors.
- 2535 - Proposal of amendment to articles.
- 2536 - Application by director for involuntary dissolution.
- 2537 - Dissenters rights in asset transfers.
- 2538 - Approval of transactions with interested shareholders.
- 2539 - Adoption of plan of merger by board of directors.
- 2541 - Application and effect of subchapter.
- 2542 - Definitions.
- 2543 - Controlling person or group.
- 2544 - Right of shareholders to receive payment for shares.
- 2545 - Notice to shareholders.
- 2546 - Shareholder demand for fair value.
- 2547 - Valuation procedures.
- 2548 - Coordination with control transaction.
- 2551 - Application and effect of subchapter.
- 2552 - Definitions.
- 2553 - Interested shareholder.
- 2554 - Business combination.
- 2555 - Requirements relating to certain business combinations.
- 2556 - Certain minimum conditions.
- 2561 - Application and effect of subchapter.
- 2562 - Definitions.
- 2563 - Acquiring person safe harbor.
- 2564 - Voting rights of shares acquired in a control-share acquisition.
- 2565 - Procedure for establishing voting rights of control shares.
- 2566 - Information statement of acquiring person.
- 2567 - Redemption.
- 2568 - Board determinations.
- 2571 - Application and effect of subchapter.
- 2572 - Policy and purpose.
- 2573 - Definitions.
- 2574 - Controlling person or group safe harbor.
- 2575 - Ownership by corporation of profits resulting from certain transactions.
- 2576 - Enforcement actions.
- 2581 - Definitions.
- 2582 - Severance compensation.
- 2583 - Enforcement and remedies.
- 2585 - Application and effect of subchapter.
- 2586 - Definitions.
- 2587 - Labor contracts preserved in business combination transactions.
- 2588 - Civil remedies.
- Chapter 27 - Management Corporations
- 2701 - Application and effect of chapter.
- 2702 - Formation of management corporations.
- 2703 - Additional contents of articles of management corporations.
- 2704 - Election of an existing business corporation to become a management corporation.
- 2705 - Termination and renewal of status as a management corporation.
- 2711 - Selection and removal of directors.
- 2712 - Shareholder meetings unnecessary.
- 2721 - Bylaw and fundamental change procedures.
- 2722 - Changes in authorized shares.
- Chapter 29 - Professional Corporations
- 2901 - Application and effect of chapter.
- 2902 - Definitions and index of definitions.
- 2903 - Formation of professional corporations.
- 2904 - Election of an existing business corporation to become a professional corporation.
- 2905 - Election of professional associations to become professional corporations.
- 2906 - Termination of professional corporation status.
- 2907 - Proceedings to terminate breach of qualifying conditions.
- 2921 - Corporate name.
- 2922 - Stated purposes.
- 2923 - Issuance and retention of shares.
- 2924 - Rendering professional services.
- 2925 - Professional relationship retained.
- Chapter 31 - Insurance Corporations
- 3101 - Application and effect of chapter.
- 3102 - Definitions.
- 3121 - Bylaws.
- 3122 - Distributions by insurance corporations.
- 3131 - Directors.
- 3132 - Officers.
- 3133 - Notice of meetings of members of mutual insurance companies.
- 3134 - Quorum at shareholder or member meetings.
- 3135 - Proxies of members of mutual insurance companies.
- 3136 - Judges of election.
- 3137 - Appointment of custodian.
- 3138 - Judicial supervision of corporate action.
- Chapter 41 - Foreign Business Corporations
- 4101 - Application of article.
- 4102 - Foreign domiciliary corporations.
- 4103 - Acquisition of foreign domiciliary corporation status.
- 4104 - Termination of foreign domiciliary corporation status.
- 4121 - Admission of foreign corporations.
- 4122 - Excluded activities.
- 4123 - Requirements for foreign corporation names.
- 4124 - Application for a certificate of authority.
- 4125 - Issuance of certificate of authority.
- 4126 - Amended certificate of authority.
- 4127 - Merger, consolidation or division of qualified foreign corporations.
- 4128 - Revocation of certificate of authority.
- 4129 - Application for termination of authority.
- 4130 - Change of address after withdrawal.
- 4131 - Registration of name.
- 4141 - Penalty for doing business without certificate of authority.
- 4142 - General powers and duties of qualified foreign corporations.
- 4143 - General powers and duties of nonqualified foreign corporations.
- 4144 - Registered office of qualified foreign corporations.
- 4145 - Applicability of certain safeguards to foreign domiciliary corporations.
- 4146 - Provisions applicable to all foreign corporations.
- 4161 - Domestication.
- 4162 - Effect of domestication. SUBPART C. NONPROFIT CORPORATIONS
- Chapter 51 - General Provisions
- 5101 - Short titles.
- 5102 - Application of subpart.
- 5103 - Definitions.
- 5104 - Other general provisions.
- 5105 - Saving clause and restriction on equitable relief.
- 5106 - Limited uniform application of subpart.
- 5107 - Subordination of subpart to canon law.
- 5108 - Limitation on incorporation.
- 5109 - Execution of documents.
- 5110 - Annual report.
- Chapter 53 - Incorporation
- 5301 - Purposes.
- 5302 - Number and qualifications of incorporators.
- 5303 - Corporate name.
- 5304 - Required name changes by senior corporations.
- 5305 - Reservation of corporate name.
- 5306 - Articles of incorporation.
- 5307 - Advertisement.
- 5308 - Filing of articles.
- 5309 - Effect of filing of articles of incorporation.
- 5310 - Organization meeting.
- 5311 - Filing of statement of summary of record by certain corporations.
- 5331 - Unincorporated associations.
- 5341 - Statement of revival.
- Chapter 55 - Corporate Powers, Duties and Safeguards
- 5501 - Corporate capacity.
- 5502 - General powers.
- 5503 - Defense of ultra vires.
- 5504 - Adoption, amendment and contents of bylaws.
- 5505 - Persons bound by bylaws.
- 5506 - Form of execution of instruments.
- 5507 - Registered office.
- 5508 - Corporate records; inspection by members.
- 5509 - Bylaws and other powers in emergency.
- 5510 - Certain specifically authorized debt terms.
- 5511 - Establishment of subordinate units.
- 5512 - Informational rights of a director.
- 5541 - Capital contributions of members.
- 5542 - Subventions.
- 5543 - Debt and security interests.
- 5543.1 - Usury not a defense (Repealed).
- 5544 - Fees, dues and assessments.
- 5545 - Income from corporate activities.
- 5546 - Purchase, sale, mortgage and lease of real property.
- 5546.1 - Insolvency or bankruptcy (Repealed).
- 5547 - Authority to take and hold trust property.
- 5548 - Investment of trust funds.
- 5549 - Transfer of trust or other assets to institutional trustee.
- 5550 - Devises, bequests and gifts after certain fundamental changes.
- 5551 - Dividends prohibited; compensation and certain payments authorized.
- 5552 - Liabilities of members.
- 5553 - Annual report of directors or other body.
- 5585 - Establishment or use of common trust funds authorized.
- 5586 - Restrictions on investments.
- 5587 - Determination of interests.
- 5588 - Amortization of premiums on securities held.
- 5589 - Records; ownership of assets.
- Chapter 57 - Officers, Directors and Members
- 5701 - Applicability of subchapter.
- 5702 - Manner of giving notice.
- 5702.1 - Optional procedures for giving of notice (Repealed).
- 5703 - Place and notice of meetings of board of directors or other body.
- 5704 - Place and notice of meetings of members.
- 5705 - Waiver of notice.
- 5706 - Modification of proposal contained in notice.
- 5707 - Exception to requirement of notice.
- 5708 - Use of conference telephone and similar equipment.
- 5709 - Conduct of members meeting.
- 5711 - Alternative provisions.
- 5712 - Standard of care and justifiable reliance.
- 5713 - Personal liability of directors.
- 5714 - Notation of dissent.
- 5715 - Exercise of powers generally.
- 5716 - Alternative standard.
- 5717 - Limitation on standing.
- 5721 - Board of directors.
- 5722 - Qualifications of directors.
- 5723 - Number of directors.
- 5724 - Term of office of directors.
- 5725 - Selection of directors.
- 5726 - Removal of directors.
- 5727 - Quorum of and action by directors.
- 5728 - Interested members, directors or officers; quorum.
- 5729 - Voting rights of directors.
- 5730 - Compensation of directors.
- 5731 - Executive and other committees of the board.
- 5732 - Officers.
- 5733 - Removal of officers and agents.
- 5734 - Other body.
- 5741 - Third-party actions.
- 5742 - Derivative and corporate actions.
- 5743 - Mandatory indemnification.
- 5744 - Procedure for effecting indemnification.
- 5745 - Advancing expenses.
- 5746 - Supplementary coverage.
- 5747 - Power to purchase insurance.
- 5748 - Application to surviving or new corporations.
- 5749 - Application to employee benefit plans.
- 5750 - Duration and extent of coverage.
- 5751 - Classes and qualifications of membership.
- 5752 - Organization on a stock share basis.
- 5753 - Membership certificates.
- 5754 - Members grouped in local units.
- 5755 - Time of holding meetings of members.
- 5756 - Quorum.
- 5757 - Action by members.
- 5758 - Voting rights of members.
- 5759 - Voting and other action by proxy.
- 5760 - Voting by corporations.
- 5761 - Determination of members of record.
- 5762 - Judges of election.
- 5763 - Consent of members in lieu of meeting.
- 5764 - Appointment of custodian of corporation on deadlock or other cause.
- 5764.1 - Actions by members to enforce a secondary right (Repealed).
- 5765 - Reduction of membership below stated number.
- 5766 - Termination and transfer of membership.
- 5767 - Voting powers and other rights of certain securityholders and other entities.
- 5782 - Actions against directors, members of an other body and officers.
- 5791 - Corporate action subject to subchapter.
- 5792 - Proceedings prior to corporate action.
- 5793 - Review of contested corporate action.
- Chapter 59 - Fundamental Changes
- 5901 - Omission of certain provisions from filed plans.
- 5902 - Statement of termination.
- 5903 - Bankruptcy or insolvency proceedings.
- 5904 - (Reserved).
- 5905 - Proposal of fundamental transactions.
- 5911 - Amendment of articles authorized.
- 5912 - Proposal of amendments.
- 5913 - Notice of meeting of members.
- 5914 - Adoption of amendments.
- 5915 - Articles of amendment.
- 5916 - Filing and effectiveness of articles of amendment.
- 5921 - Merger and consolidation authorized.
- 5922 - Plan of merger or consolidation.
- 5923 - Notice of meeting of members.
- 5924 - Adoption of plan.
- 5925 - Authorization by foreign corporations.
- 5926 - Articles of merger or consolidation.
- 5927 - Filing of articles of merger or consolidation.
- 5928 - Effective date of merger or consolidation.
- 5929 - Effect of merger or consolidation.
- 5930 - Voluntary transfer of corporate assets.
- 5951 - Division authorized.
- 5952 - Proposal and adoption of plan of division.
- 5953 - Division without member approval.
- 5954 - Articles of division.
- 5955 - Filing of articles of division.
- 5956 - Effective date of division.
- 5957 - Effect of division.
- 5961 - Conversion authorized.
- 5962 - Proposal and adoption of plan of conversion.
- 5963 - Articles of conversion.
- 5964 - Filing of articles of conversion.
- 5965 - Effective date of conversion.
- 5966 - Effect of conversion.
- 5971 - Voluntary dissolution by members or incorporators.
- 5972 - Proposal of voluntary dissolution.
- 5973 - Notice of meeting of members.
- 5974 - Adoption of proposal.
- 5974.1 - Articles of election to dissolve (Repealed).
- 5974.2 - Articles rescinding election to dissolve (Repealed).
- 5975 - Predissolution provision for liabilities.
- 5976 - Judicial supervision of proceedings.
- 5977 - Articles of dissolution.
- 5978 - Winding up of corporation after dissolution.
- 5979 - Survival of remedies and rights after dissolution.
- 5981 - Proceedings upon petition of member, etc.
- 5982 - Proceedings upon petition of creditor.
- 5983 - Proceedings upon petition of superior religious organization.
- 5984 - Appointment of receiver pendente lite and other interim powers.
- 5985 - Liquidating receiver.
- 5986 - Qualifications of receivers.
- 5987 - Proofs of claims.
- 5988 - Discontinuance of proceedings; reorganization.
- 5989 - Articles of involuntary dissolution.
- 5991 - Definitions.
- 5991.1 - Authority of board of directors.
- 5992 - Notice to claimants.
- 5993 - Acceptance or rejection of matured claims.
- 5994 - Disposition of unmatured claims.
- 5995 - Court proceedings.
- 5996 - No revival or waiver.
- 5997 - Payments and distributions.
- 5998 - Liability of members (Repealed).
- Chapter 61 - Foreign Nonprofit Corporations
- 6101 - Application of article.
- 6121 - Admission of foreign corporations.
- 6122 - Excluded activities.
- 6123 - Requirements for foreign corporation names.
- 6124 - Application for a certificate of authority.
- 6125 - Issuance of certificate of authority.
- 6126 - Amended certificate of authority.
- 6127 - Merger, consolidation or division of qualified foreign corporations.
- 6128 - Revocation of certificate of authority.
- 6129 - Application for termination of authority.
- 6130 - Change of address after withdrawal.
- 6131 - Registration of name.
- 6141 - Penalty for doing business without certificate of authority.
- 6142 - General powers and duties of qualified foreign corporations.
- 6143 - General powers and duties of nonqualified foreign corporations.
- 6144 - Registered office of qualified foreign corporations.
- 6145 - Applicability of certain safeguards to foreign corporations.
- 6146 - Provisions applicable to all foreign corporations.
- 6161 - Domestication.
- 6162 - Effect of domestication. SUBPART D. COOPERATIVE CORPORATIONS
- Chapter 71 - Cooperative Corporations Generally
- 7101 - Short title of subpart.
- 7102 - Cooperative corporations generally.
- 7103 - Use of term "cooperative" in corporate name.
- 7104 - Election of an existing business corporation to become a cooperative corporation.
- 7105 - Termination of status as a cooperative corporation for profit.
- 7106 - Election of an existing nonprofit corporation to become a cooperative corporation.
- 7107 - Termination of nonprofit cooperative corporation status.
- 7111 - Voting rights.
- 7112 - Distributions.
- 7121 - Cooperative contracts generally.
- 7122 - Notice of cooperative contracts.
- 7123 - Filing procedures.
- 7124 - Relief against breach or threatened breach of contract; penalty for interference.
- 7125 - Action for civil penalty for inducing breach or spreading false reports.
- Chapter 73 - Electric Cooperative Corporations
- 7301 - Short titles.
- 7302 - Application of chapter.
- 7303 - Definitions.
- 7304 - Number and qualifications of incorporators.
- 7305 - Purpose.
- 7306 - Articles of incorporation.
- 7307 - Prohibition on use of words "electric cooperative."
- 7308 - Liberal construction.
- 7321 - Special powers and limitations.
- 7322 - Bylaws.
- 7323 - Exemption of members from liability for debts of corporation.
- 7324 - Qualifications of members.
- 7325 - Annual meeting of members.
- 7326 - Voting by members.
- 7327 - Certificates of membership.
- 7328 - Quorum of members.
- 7329 - Directors.
- 7330 - Nonprofit operation.
- 7331 - Merger, consolidation, division or sale of assets.
- 7332 - Dissolution.
- 7333 - License fee; exemption from excise taxes.
- 7334 - Exemption from jurisdiction of Public Utility Commission.
- 7335 - Limited exemption from Securities Act.
- 7351 - Application of subchapter.
- 7352 - Definitions.
- 7353 - Geographical areas.
- 7354 - Boundaries of certified territories; hearings.
- 7355 - Obligations and rights within certified territory; new electric-consuming facilities.
- 7356 - Borderline service.
- 7357 - Effect of incorporation, annexation or consolidation.
- 7358 - Enforcement of compliance by commission.
- 7359 - Expenses.
- Chapter 74 - Generation Choice for Customers of Electric Cooperatives
- 7401 - Short title of chapter.
- 7402 - Application.
- 7403 - Declaration of policy.
- 7404 - Definitions.
- 7405 - Customer choice in electric cooperative service territories.
- 7406 - Competition by electric cooperatives.
- 7407 - Transition surcharge and stranded cost recovery.
- 7408 - Option to elect commission review.
- 7409 - Universal service and energy conservation.
- 7410 - Savings provision and repealer.
- Cooperatives -
- Chapter 75 - Cooperative Agricultural Associations
- 7501 - Short title of chapter.
- 7502 - Application of chapter.
- 7503 - Definitions.
- 7504 - Policy.
- 7505 - Number and qualifications of incorporators.
- 7506 - Purposes.
- 7507 - Articles of incorporation.
- 7521 - Special powers and limitations.
- 7522 - Records of salary or other payments.
- 7523 - Members.
- 7524 - Issuance of shares.
- 7525 - Sale, transfer or redemption of shares.
- 7526 - Termination of membership.
- 7527 - Voting by proxy or mail.
- 7528 - Meetings.
- 7529 - Fundamental changes.
- 7530 - Bylaws.
- 7531 - Directors.
- 7532 - Removal of directors.
- 7533 - Officers.
- 7534 - Marketing arrangements.
- 7535 - Patronage distributions.
- 7536 - Audit of operations.
- 7537 - Contract assignments to association.
- 7538 - Exemption from tax on capital stock and indebtedness.
- Chapter 77 - Workers' Cooperative Corporations
- 7701 - Short title of chapter.
- 7702 - Definitions.
- 7703 - Corporations.
- 7704 - Articles of incorporation.
- 7705 - Capital stock.
- 7706 - Internal capital accounts and net worth.
- 7707 - Voting.
- 7708 - Acceptance and termination of membership.
- 7709 - Power to buy, sell or trade.
- 7710 - Individual liability of members.
- 7711 - Corporate powers.
- 7712 - Investment of capital stock in other corporations.
- 7713 - Meetings.
- 7714 - Records.
- 7715 - Audit.
- 7716 - Directors and officers.
- 7717 - Patronage distributions.
- 7718 - Indemnity.
- 7719 - Unlawful dividends.
- 7720 - Amendments of articles.
- 7721 - Bylaws.
- 7722 - Benefits bestowed on associations by compliance with this chapter.
- 7723 - Dissolution.
- 7724 - Conversion to a corporation governed by the Business Corporation Law.
- 7725 - Savings provisions.
- 7726 - Applicability.
- Chapter 79 - Fundamental Changes (Transferred)
- Chapter 81 - General Provisions
- 8101 - Short title of part.
- 8102 - Interchangeability of partnership, limited liability company and corporate forms of organization.
- 8103 - Continuation of certain limited partnerships and limited liability companies (Repealed).
- 8104 - Reserved power of General Assembly.
- 8105 - Ownership of certain professional partnerships.
- Chapter 82 - Registered Limited Liability Partnerships
- Chapter 83 - General Partnerships
- 8301 - Short title and application of chapter.
- 8302 - Definitions.
- 8303 - "Knowledge" and "notice."
- 8304 - Rules of construction.
- 8305 - Rules for cases not provided for in chapter.
- 8311 - Partnership defined.
- 8312 - Rules for determining the existence of a partnership.
- 8313 - Partnership property.
- 8321 - Partner agent of partnership as to partnership business.
- 8322 - Conveyance of real property of the partnership.
- 8323 - Admissions or representations by partner.
- 8324 - Partnership charged with knowledge of or notice to partner.
- 8325 - Wrongful act of partner.
- 8326 - Breach of trust by partner.
- 8327 - Nature of liability of partner.
- 8328 - Partner by estoppel.
- 8329 - Liability of incoming partner.
- 8331 - Rules determining rights and duties of partners.
- 8332 - Partnership books.
- 8333 - Duty to render information.
- 8334 - Partner accountable as fiduciary.
- 8335 - Right of partner to an account.
- 8336 - Continuation of partnership beyond fixed term.
- 8341 - Extent of property rights of partner.
- 8342 - Nature of right of partner in specific partnership property.
- 8343 - Nature of interest of partner in partnership.
- 8344 - Assignment of interest of partner.
- 8345 - Interest of partner subject to charging order.
- 8351 - "Dissolution" defined.
- 8352 - Partnership continued for winding up affairs.
- 8353 - Causes of dissolution.
- 8354 - Dissolution by decree of court.
- 8355 - Effect of dissolution on authority of partner.
- 8356 - Right of partner to contribution from copartners.
- 8357 - Power of partner to bind partnership to third persons.
- 8358 - Effect of dissolution on existing liability of partner.
- 8359 - Right to wind up affairs.
- 8360 - Rights of partners to application of partnership property.
- 8361 - Rights after dissolution for fraud or misrepresentation.
- 8362 - Rules for distribution.
- 8363 - Liability of persons continuing the business.
- 8364 - Rights of retiring partner or estate of deceased partner when business is continued.
- 8365 - Accrual of right to account.
- Chapter 85 - Limited Partnerships
- 8501 - Short title of chapter.
- 8502 - Applicability of chapter to existing limited partnerships.
- 8503 - Definitions and index of definitions.
- 8504 - Rules for cases not provided for in this chapter.
- 8505 - Name.
- 8506 - Registered office.
- 8507 - Records to be kept.
- 8508 - Business that may be carried on.
- 8509 - Business transactions of partner with limited partnership.
- 8510 - Indemnification.
- 8511 - Certificate of limited partnership.
- 8512 - Amendment of certificate.
- 8513 - Cancellation of certificate.
- 8514 - Execution of certificates.
- 8515 - Execution by judicial act.
- 8516 - Liability for false statement in certificate.
- 8517 - Notice.
- 8518 - Delivery of filed documents to limited partners.
- 8519 - Filing of certificate of summary of record by limited partnerships formed prior to 1976.
- 8520 - Partnership agreement.
- 8521 - Admission of limited partners.
- 8522 - Classes of limited partners.
- 8523 - Liability of limited partners to third parties.
- 8524 - Person erroneously believing himself limited partner.
- 8525 - Information.
- 8531 - Admission of additional general partners.
- 8532 - Events of withdrawal.
- 8533 - General powers and liabilities of general partners.
- 8534 - Contributions by a general partner.
- 8535 - Classes of general partners.
- 8541 - Form of contribution.
- 8542 - Liability for contributions.
- 8543 - Sharing of profits and losses.
- 8544 - Sharing of distributions.
- 8545 - Merger and consolidation of limited partnerships authorized.
- 8546 - Approval of merger or consolidation.
- 8547 - Certificate of merger or consolidation.
- 8548 - Effective date of merger or consolidation.
- 8549 - Effect of merger or consolidation.
- 8551 - Interim distributions.
- 8552 - Voluntary withdrawal of general partner.
- 8553 - Voluntary withdrawal of limited partner.
- 8554 - Distribution upon withdrawal.
- 8555 - Distribution in kind.
- 8556 - Right to distribution.
- 8557 - Distributions and allocation of profits and losses.
- 8558 - Liability upon return of contribution.
- 8561 - Nature of partnership interest.
- 8562 - Assignment of partnership interest.
- 8563 - Rights of creditor.
- 8564 - Right of assignee to become limited partner.
- 8565 - Power of estate of deceased or incompetent partner.
- 8571 - Nonjudicial dissolution.
- 8572 - Judicial dissolution.
- 8573 - Winding up.
- 8574 - Distribution of assets.
- 8575 - Survival of remedies and rights after dissolution.
- 8576 - Division authorized.
- 8577 - Proposal and adoption of plan of division.
- 8578 - Division without approval of limited partners.
- 8579 - Certificate of division.
- 8580 - Effect of division.
- 8581 - Governing law.
- 8582 - Registration.
- 8583 - Effect of filing.
- 8584 - Name.
- 8585 - Changes and amendments.
- 8586 - Cancellation of registration.
- 8587 - Doing business without registration.
- 8588 - Action by Attorney General.
- 8589 - General powers and duties of qualified foreign limited partnerships.
- 8590 - Domestication.
- 8591 - Right of action.
- 8592 - Proper plaintiff.
- 8593 - Pleading.
- 8594 - Expenses.
- Chapter 87 - Electing Partnerships
- Chapter 89 - Limited Liability Companies
- 8901 - Short title of chapter.
- 8902 - Legislative intent.
- 8903 - Definitions and index of definitions.
- 8904 - Rules for cases not provided for in this chapter.
- 8905 - Name.
- 8906 - Registered office.
- 8907 - Execution of documents.
- 8908 - Election of professional association to become limited liability company.
- 8911 - Purposes.
- 8912 - Organization.
- 8913 - Certificate of organization.
- 8914 - Filing of certificate of organization.
- 8915 - Modification by agreement.
- 8916 - Operating agreement.
- 8921 - Powers and capacity.
- 8922 - Liability of members.
- 8923 - Property.
- 8924 - Limited transferability of membership interest.
- 8925 - Taxation of limited liability companies.
- 8926 - Certain specifically authorized debt terms.
- 8931 - Contributions to capital.
- 8932 - Distributions and allocation of profits and losses.
- 8933 - Distributions upon an event of dissociation.
- 8934 - Distributions in kind.
- 8935 - Right to distribution.
- 8941 - Management.
- 8942 - Voting.
- 8943 - Duties of managers and members.
- 8944 - Members.
- 8945 - Indemnification.
- 8946 - Transactions by member or manager.
- 8947 - Resignation of manager.
- 8948 - Limitation on dissociation or assignment of membership interest.
- 8951 - Amendment of certificate of organization.
- 8956 - Merger and consolidation of limited liability companies authorized.
- 8957 - Approval of merger or consolidation.
- 8958 - Certificate of merger or consolidation.
- 8959 - Effect of merger or consolidation.
- 8961 - Division authorized.
- 8962 - Proposal and adoption of plan of division.
- 8963 - Division without member approval.
- 8964 - Certificate of division.
- 8965 - Effect of division.
- 8971 - Dissolution.
- 8972 - Judicial dissolution.
- 8973 - Winding up.
- 8974 - Distribution of assets upon dissolution.
- 8975 - Certificate of dissolution.
- 8976 - Effect of filing certificate of dissolution.
- 8977 - Survival of remedies and rights after dissolution.
- 8978 - Dissolution by domestication.
- 8981 - Foreign limited liability companies.
- 8982 - Domestication.
- 8991 - Parties to actions.
- 8992 - Authority to sue.
- 8993 - Effect of lack of authority to sue.
- 8995 - Application and effect of subchapter.
- 8996 - Restrictions.
- 8997 - Taxation of restricted professional companies.
- 8998 - Annual registration.
- Chapter 91 - Unincorporated Associations Generally
- Chapter 93 - Professional Associations
- 9301 - Short title of chapter.
- 9302 - Application of chapter.
- 9303 - Definitions.
- 9304 - Purpose of association.
- 9305 - Articles of association.
- 9306 - Board of governors.
- 9307 - Bylaws.
- 9308 - Employees.
- 9309 - Compensation.
- 9310 - Distribution of excess earnings.
- 9311 - Interests of associates.
- 9312 - Transfer of interests.
- 9313 - Redemption of interests.
- 9314 - Term of existence.
- 9315 - Name.
- 9316 - Voting of associates.
- 9317 - Liability of associates.
- 9318 - Professional disqualifications.
- 9319 - Dissolution.
- Chapter 95 - Business Trusts