§ 6145. Applicability of certain safeguards to foreigncorporations.(a) Application.--This section shall be applicable to any qualified or nonqualified foreign corporation: (1) which derived more than one-half of its revenues for the preceding three fiscal years, or such portion thereof as the corporation was in existence, from sources within this Commonwealth and was at any time during such period doing business within this Commonwealth on the basis of the most minimal contacts with this Commonwealth permitted under the Constitution of the United States; or (2) at least a majority of the bona fide members of which are residents of this Commonwealth. (b) Internal affairs doctrine not applicable.--The General Assembly hereby finds and determines that the foreign corporations to which this section applies substantially affect this Commonwealth. No court of this Commonwealth shall hereafter dismiss or stay any action or proceeding by a member, director, officer or agent of such a corporation, as such, against such corporation or any one or more of the members, directors, officers or agents thereof, as such, on the ground that such corporation is a foreign corporation or that the cause of action relates to the internal affairs thereof, but every such action shall proceed with like effect as if such corporation were a domestic corporation. Except as provided in subsection (c) of this section, the court having jurisdiction of the action or proceeding shall apply the law of the jurisdiction under which the foreign corporation was incorporated. (c) Minimum safeguards.--The following provisions of this subpart shall be applicable to foreign corporations to which this section applies, except that nothing in this subsection shall require the filing of any document in the Department of State as a prerequisite to the validity of any corporate action or the doing of any corporate action by the foreign corporation which is impossible under the laws of its domiciliary jurisdiction: (1) Section 5504(b) (relating to adoption and contents of bylaws). (2) Section 5508 (relating to corporate records; inspection). (3) Section 5553 (relating to annual report of directors or other body). (4) Section 5743 (relating to mandatory indemnification). (5) Section 5755 (relating to time of holding meetings of members). (6) Section 5758(e) (relating to voting lists). (7) Section 5759(b) (relating to minimum requirements). (8) Section 5762 (relating to judges of election). (9) Section 5764 (relating to appointment of custodian of corporation on deadlock or other cause). (10) Section 5766(b) (relating to expulsion). (11) Subchapter G of Chapter 57 (relating to judicial supervision of corporate action). (12) Chapter 59 (relating to fundamental changes). For the purposes of this subsection, corporate action shall not be deemed to be impossible under the laws of the domiciliary jurisdiction of a foreign corporation merely because prohibited or restricted by the terms of the articles, certificate of incorporation, bylaws or other organic law of the corporation, but the court may require the corporation to amend such organic law so as to be consistent with the minimum safeguards prescribed by this subsection. (d) Section exclusive.--No provision of this article, other than the provisions of this section, shall be construed to regulate the incorporation or internal affairs of a foreign corporation. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment. Act 198 reenacted and amended subsec. (c)(11). 1988 Amendment. Act 177 amended subsec. (c). Cross References. Section 6145 is referred to in sections 5743, 5758, 5952, 6122 of this title.
§ 6145. Applicability of certain safeguards to foreigncorporations.(a) Application.--This section shall be applicable to any qualified or nonqualified foreign corporation: (1) which derived more than one-half of its revenues for the preceding three fiscal years, or such portion thereof as the corporation was in existence, from sources within this Commonwealth and was at any time during such period doing business within this Commonwealth on the basis of the most minimal contacts with this Commonwealth permitted under the Constitution of the United States; or (2) at least a majority of the bona fide members of which are residents of this Commonwealth. (b) Internal affairs doctrine not applicable.--The General Assembly hereby finds and determines that the foreign corporations to which this section applies substantially affect this Commonwealth. No court of this Commonwealth shall hereafter dismiss or stay any action or proceeding by a member, director, officer or agent of such a corporation, as such, against such corporation or any one or more of the members, directors, officers or agents thereof, as such, on the ground that such corporation is a foreign corporation or that the cause of action relates to the internal affairs thereof, but every such action shall proceed with like effect as if such corporation were a domestic corporation. Except as provided in subsection (c) of this section, the court having jurisdiction of the action or proceeding shall apply the law of the jurisdiction under which the foreign corporation was incorporated. (c) Minimum safeguards.--The following provisions of this subpart shall be applicable to foreign corporations to which this section applies, except that nothing in this subsection shall require the filing of any document in the Department of State as a prerequisite to the validity of any corporate action or the doing of any corporate action by the foreign corporation which is impossible under the laws of its domiciliary jurisdiction: (1) Section 5504(b) (relating to adoption and contents of bylaws). (2) Section 5508 (relating to corporate records; inspection). (3) Section 5553 (relating to annual report of directors or other body). (4) Section 5743 (relating to mandatory indemnification). (5) Section 5755 (relating to time of holding meetings of members). (6) Section 5758(e) (relating to voting lists). (7) Section 5759(b) (relating to minimum requirements). (8) Section 5762 (relating to judges of election). (9) Section 5764 (relating to appointment of custodian of corporation on deadlock or other cause). (10) Section 5766(b) (relating to expulsion). (11) Subchapter G of Chapter 57 (relating to judicial supervision of corporate action). (12) Chapter 59 (relating to fundamental changes). For the purposes of this subsection, corporate action shall not be deemed to be impossible under the laws of the domiciliary jurisdiction of a foreign corporation merely because prohibited or restricted by the terms of the articles, certificate of incorporation, bylaws or other organic law of the corporation, but the court may require the corporation to amend such organic law so as to be consistent with the minimum safeguards prescribed by this subsection. (d) Section exclusive.--No provision of this article, other than the provisions of this section, shall be construed to regulate the incorporation or internal affairs of a foreign corporation. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment. Act 198 reenacted and amended subsec. (c)(11). 1988 Amendment. Act 177 amended subsec. (c). Cross References. Section 6145 is referred to in sections 5743, 5758, 5952, 6122 of this title.
§ 6145. Applicability of certain safeguards to foreigncorporations.(a) Application.--This section shall be applicable to any qualified or nonqualified foreign corporation: (1) which derived more than one-half of its revenues for the preceding three fiscal years, or such portion thereof as the corporation was in existence, from sources within this Commonwealth and was at any time during such period doing business within this Commonwealth on the basis of the most minimal contacts with this Commonwealth permitted under the Constitution of the United States; or (2) at least a majority of the bona fide members of which are residents of this Commonwealth. (b) Internal affairs doctrine not applicable.--The General Assembly hereby finds and determines that the foreign corporations to which this section applies substantially affect this Commonwealth. No court of this Commonwealth shall hereafter dismiss or stay any action or proceeding by a member, director, officer or agent of such a corporation, as such, against such corporation or any one or more of the members, directors, officers or agents thereof, as such, on the ground that such corporation is a foreign corporation or that the cause of action relates to the internal affairs thereof, but every such action shall proceed with like effect as if such corporation were a domestic corporation. Except as provided in subsection (c) of this section, the court having jurisdiction of the action or proceeding shall apply the law of the jurisdiction under which the foreign corporation was incorporated. (c) Minimum safeguards.--The following provisions of this subpart shall be applicable to foreign corporations to which this section applies, except that nothing in this subsection shall require the filing of any document in the Department of State as a prerequisite to the validity of any corporate action or the doing of any corporate action by the foreign corporation which is impossible under the laws of its domiciliary jurisdiction: (1) Section 5504(b) (relating to adoption and contents of bylaws). (2) Section 5508 (relating to corporate records; inspection). (3) Section 5553 (relating to annual report of directors or other body). (4) Section 5743 (relating to mandatory indemnification). (5) Section 5755 (relating to time of holding meetings of members). (6) Section 5758(e) (relating to voting lists). (7) Section 5759(b) (relating to minimum requirements). (8) Section 5762 (relating to judges of election). (9) Section 5764 (relating to appointment of custodian of corporation on deadlock or other cause). (10) Section 5766(b) (relating to expulsion). (11) Subchapter G of Chapter 57 (relating to judicial supervision of corporate action). (12) Chapter 59 (relating to fundamental changes). For the purposes of this subsection, corporate action shall not be deemed to be impossible under the laws of the domiciliary jurisdiction of a foreign corporation merely because prohibited or restricted by the terms of the articles, certificate of incorporation, bylaws or other organic law of the corporation, but the court may require the corporation to amend such organic law so as to be consistent with the minimum safeguards prescribed by this subsection. (d) Section exclusive.--No provision of this article, other than the provisions of this section, shall be construed to regulate the incorporation or internal affairs of a foreign corporation. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment. Act 198 reenacted and amended subsec. (c)(11). 1988 Amendment. Act 177 amended subsec. (c). Cross References. Section 6145 is referred to in sections 5743, 5758, 5952, 6122 of this title.
