Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 19 - Fundamental Changes
Section 1981 - Proceedings upon application of shareholder or director


(a) General rule.--Upon application filed by a shareholder or director of a business corporation, the court may entertain proceedings for the involuntary winding up and dissolution of the corporation when any one of the following is made to appear:
(1) The acts of the directors, or those in control of the corporation, are illegal, oppressive or fraudulent and that it is beneficial to the interests of the shareholders that the corporation be wound up and dissolved.
(2) The corporate assets are being misapplied or wasted and that it is beneficial to the interests of the shareholders that the corporation be wound up and dissolved.
(3) The directors are deadlocked in the direction of the management of the business and affairs of the corporation and the shareholders are unable to break the deadlock and that irreparable injury to the corporation is being suffered or is threatened by reason thereof. The court shall not appoint a receiver or grant other similar relief under this paragraph if the shareholders by agreement or otherwise have provided for the appointment of a provisional director or other means for the resolution of a deadlock but the court shall enforce the remedy so provided if appropriate.
(b) Cross reference.--See section 2536 (relating to application by director for involuntary dissolution).

Cross References. Section 1981 is referred to in section 1767 of this title.

Structure Pennsylvania Consolidated & Unconsolidated Statutes

Pennsylvania Consolidated & Unconsolidated Statutes

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Chapter 19 - Fundamental Changes

Extra - Chapter Notes

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 1929.1 - Limitations on asbestos-related liabilities relating to certain mergers or consolidations

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 - Definitions

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

Section 1997 - Payments and distributions

Section 1998 - Liability of shareholders (Repealed)