(a) General rule.--Any business corporation may become a nonstock corporation under this chapter by:
(1) Adopting a plan of election providing for the redemption by the corporation of all of its shares whether or not redeemable by the terms of its articles and adjusting its affairs so as to comply with the requirements of this chapter applicable to nonstock corporations.
(2) Filing articles of amendment which shall contain, in addition to the requirements of section 1915 (relating to articles of amendment):
(i) A heading stating the name of the corporation and that it is a nonstock corporation.
(ii) A statement that it elects to become a nonstock corporation.
(iii) A statement that the corporation is organized on a nonstock basis.
(iv) Such other changes, if any, that may be desired in the articles.
(b) Procedure.--The plan of election of the corporation into a nonstock corporation (which plan shall include the amendment of the articles required by subsection (a)) shall be adopted in accordance with the requirements of Subchapter B of Chapter 19 (relating to amendment of articles) except that:
(1) The holders of shares of every class shall be entitled to vote on the plan regardless of any limitations stated in the articles or bylaws on the voting rights of any class.
(2) The plan must be approved by two-thirds of the votes cast by all shares of each class.
(3) If any shareholder of a business corporation that adopts a plan of election into a nonstock corporation objects to the plan of election and complies with the provisions of Subchapter D of Chapter 15 (relating to dissenters rights), the shareholder shall be entitled to the rights and remedies of dissenting shareholders therein provided. There shall be included in, or enclosed with, the notice of the meeting of shareholders called to act upon the plan of election a copy or a summary of the plan and a copy of Subchapter D of Chapter 15 and of this subsection.
(4) The plan shall not impose any additional liability upon any existing patron of the business of the corporation, whether or not that person becomes a member of the corporation pursuant to the plan, unless the patron expressly assumes such liability.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Cross References. Section 2104 is referred to in section 1571 of this title.
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 21 - Nonstock Corporations
Section 2101 - Application and effect of chapter
Section 2102 - Formation of nonstock corporations
Section 2103 - Contents of articles and other documents of nonstock corporations
Section 2104 - Election of an existing business corporation to become a nonstock corporation
Section 2105 - Termination of nonstock corporation status
Section 2121 - Corporate name of nonstock corporations
Section 2122 - Classes of membership
Section 2123 - Evidence of membership; liability of members
Section 2124 - Voting rights of members
Section 2125 - Inapplicability of certain provisions to nonstock corporations