(a) General rule.--Whenever a business corporation is insolvent or in financial difficulty, the board of directors may, by resolution and without the consent of the shareholders, authorize and designate the officers of the corporation to execute a deed of assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or file an answer consenting to the appointment of a receiver upon a complaint in the nature of an equity action filed by creditors or shareholders, or file an answer to an involuntary petition in bankruptcy admitting the willingness of the corporation to have relief ordered against it.
(b) Bankruptcy proceedings.--A business corporation may participate in a case and proceedings under and in the manner provided by the Bankruptcy Code (11 U.S.C. ยง 101 et seq.) notwithstanding any contrary provision of its articles or bylaws or this subpart, other than section 103 (relating to subordination of title to regulatory laws). The corporation shall have full power and authority to put into effect and carry out a plan of reorganization and the decrees and orders of the court or judge, and may take any proceeding and do any act provided in the plan or directed by such decrees and orders, without further action by its directors or shareholders. Such power and authority may be exercised, and such proceedings and acts may be taken, as may be directed by such plan or decrees or orders, by designated officers of the corporation or by a trustee appointed by the court or judge, with the effect as if exercised and taken by unanimous action of the directors and shareholders of the corporation. Without limiting the generality or effect of the foregoing, the corporation may:
(1) alter, amend or repeal its bylaws;
(2) constitute or reconstitute and classify or reclassify its board of directors and name, constitute or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office;
(3) amend its articles of incorporation, including, without limitation, for the purpose of:
(i) canceling or modifying the relative rights or preferences of any or all authorized classes or series of shares, whether or not any shares thereof are outstanding;
(ii) providing that any of Subchapter E (relating to control transactions), F (relating to business combinations), G (relating to control-share acquisitions) or H (relating to disgorgement by certain controlling shareholders following attempts to acquire control) of Chapter 25 shall not be applicable to the corporation, whether or not the amendment is adopted in conformance with the procedures specified in those subchapters, which amendment may take effect immediately without regard to any passage of time otherwise required by those subchapters; or
(iii) otherwise altering, amending or repealing any provision of the articles or bylaws notwithstanding any provision therein that the articles or bylaws may be altered, amended or repealed only under certain conditions or only upon receiving the approval of a specified number or percentage of votes of shareholders or of a class of shareholders;
(4) be dissolved, transfer all or part of its assets, merge, consolidate, participate in a share exchange, divide or convert to a nonprofit corporation, as permitted by this chapter, but in any such case a shareholder shall not be entitled to dissenters rights with respect to his shares;
(5) authorize and fix the terms, manner and conditions of the issuance of obligations, whether or not convertible into shares of any class or series, or bearing warrants or other evidence of optional rights to purchase or subscribe for shares of any class or series; or
(6) lease its property and franchises to any person.
(c) Cross reference.--See the definition of "officer" in section 1103 (relating to definitions).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 19 - Fundamental Changes
Section 1901 - Omission of certain provisions from filed plans (Deleted by amendment)
Section 1902 - Statement of termination
Section 1903 - Bankruptcy or insolvency proceedings
Section 1904 - De facto transaction doctrine abolished
Section 1905 - Proposal of fundamental transactions
Section 1906 - Special treatment of holders of shares of same class or series
Section 1907 - Purpose of fundamental transactions
Section 1908 - Submission of matters to shareholders
Section 1911 - Amendment of articles authorized
Section 1912 - Proposal of amendments
Section 1913 - Notice of meeting of shareholders
Section 1914 - Adoption of amendments
Section 1915 - Articles of amendment
Section 1916 - Filing and effectiveness of articles of amendment
Section 1921 - Merger and consolidation authorized (Repealed)
Section 1922 - Plan of merger or consolidation (Repealed)
Section 1923 - Notice of meeting of shareholders (Repealed)
Section 1924 - Adoption of plan (Repealed)
Section 1925 - Authorization by foreign corporations (Repealed)
Section 1926 - Articles of merger or consolidation (Repealed)
Section 1927 - Filing of articles of merger or consolidation (Repealed)
Section 1928 - Effective date of merger or consolidation (Repealed)
Section 1929 - Effect of merger or consolidation (Repealed)
Section 1930 - Dissenters rights (Repealed)
Section 1931 - Share exchanges (Repealed)
Section 1932 - Voluntary transfer of corporate assets
Section 1971 - Voluntary dissolution by shareholders or incorporators
Section 1972 - Proposal of voluntary dissolution
Section 1973 - Notice of meeting of shareholders
Section 1974 - Adoption of proposal
Section 1975 - Predissolution provision for liabilities
Section 1976 - Judicial supervision of proceedings
Section 1977 - Articles of dissolution
Section 1978 - Winding up of corporation after dissolution
Section 1979 - Survival of remedies and rights after dissolution
Section 1980 - Dissolution by domestication (Repealed)
Section 1981 - Proceedings upon application of shareholder or director
Section 1982 - Proceedings upon application of creditor
Section 1984 - Appointment of receiver pendente lite and other interim powers
Section 1985 - Liquidating receiver
Section 1986 - Qualifications of receivers
Section 1987 - Proof of claims
Section 1988 - Discontinuance of proceedings; reorganization
Section 1989 - Articles of involuntary dissolution
Section 1991.1 - Authority of board of directors
Section 1992 - Notice to claimants
Section 1993 - Acceptance or rejection of matured claims
Section 1994 - Disposition of unmatured claims
Section 1995 - Court proceedings
Section 1996 - No revival or waiver