(a) General rule.--A business corporation shall have the power to acquire its own shares. If the articles provide that shares acquired by the corporation shall not be reissued, the authorized shares of the class or series that was acquired shall be reduced by the number of shares acquired. In any other case the shares acquired shall be deemed to be issued but not outstanding, except that, unless otherwise provided in the bylaws, the board may, by resolution, restore any or all of the previously issued shares of the corporation owned by it to the status of:
(1) authorized but unissued shares; or
(2) authorized but unissued shares of the class or series.
(b) Security for acquisition.--In connection with an acquisition by a corporation of its shares, the corporation may grant a security interest in the acquired shares to secure an obligation to pay for the acquisition. A share shall not be canceled on the books of the corporation until the obligation of the corporation secured by the share is fully paid or discharged.
(c) Application of distribution tests.--A corporation may acquire or agree to acquire its shares, even though the acquisition would violate section 1551 (relating to distributions to shareholders), if payment of all or part of the purchase price is deferred until the payment would not violate that section.
(d) Cross reference.--See section 1914(c)(2) (relating to adoption by board of directors).
(July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsec. (a).
2013 Amendment. Act 67 relettered former subsec. (b) to present subsec. (d) and added subsecs. (b) and (c).
Cross References. Section 1552 is referred to in section 1914 of this title.
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 15 - Corporate Powers, Duties and Safeguards
Section 1501 - Corporate capacity
Section 1503 - Defense of ultra vires
Section 1504 - Adoption, amendment and contents of bylaws
Section 1505 - Persons bound by bylaws
Section 1506 - Form of execution of instruments
Section 1507 - Registered office
Section 1508 - Corporate records; inspection by shareholders
Section 1509 - Bylaws and other powers in emergency
Section 1510 - Certain specifically authorized debt terms
Section 1511 - Additional powers of certain public utility corporations
Section 1512 - Informational rights of a director
Section 1513 - Forum selection provisions
Section 1521 - Authorized shares
Section 1522 - Issuance of shares in classes or series; board action
Section 1523 - Pricing and issuance of shares
Section 1524 - Payment for shares
Section 1525 - Stock rights and options
Section 1526 - Liability of shareholders
Section 1527 - Issuance of fractional shares or scrip
Section 1528 - Shares represented by certificates and uncertificated shares
Section 1529 - Transfer of securities; restrictions
Section 1530 - Preemptive rights of shareholders
Section 1531 - Voting powers and other rights of certain securityholders and other entities
Section 1532 - Effect of failure to surrender securities converted by reorganization
Section 1551 - Distributions to shareholders
Section 1552 - Power of corporation to acquire its own shares
Section 1553 - Liability for unlawful dividends and other distributions
Section 1554 - Financial reports to shareholders
Section 1571 - Application and effect of subchapter
Section 1573 - Record and beneficial holders and owners
Section 1574 - Notice of intention to dissent
Section 1575 - Notice to demand payment
Section 1576 - Failure to comply with notice to demand payment, etc
Section 1577 - Release of restrictions or payment for shares
Section 1578 - Estimate by dissenter of fair value of shares