Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 23 - Statutory Close Corporations
Section 2305 - Election of an existing business corporation to become a statutory close corporation


(a) General rule.--A business corporation may become a statutory close corporation under this chapter by amending its articles so that they shall contain, in addition to the requirements of section 1911(b) (relating to exceptions):
(1) A heading stating the name of the corporation and that it is a statutory close corporation.
(2) A statement that it elects to become a statutory close corporation.
(3) The provision required by section 2304(a) (relating to additional contents of articles of statutory close corporations).
(b) Procedure.--The amendment shall not be effective unless it is adopted by the affirmative vote of all shareholders of the corporation whether or not otherwise entitled to vote thereon.

Structure Pennsylvania Consolidated & Unconsolidated Statutes

Pennsylvania Consolidated & Unconsolidated Statutes

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Chapter 23 - Statutory Close Corporations

Extra - Chapter Notes

Section 2301 - Application and effect of chapter

Section 2302 - Definition of minimum vote

Section 2303 - Formation of statutory close corporations

Section 2304 - Additional contents of articles of statutory close corporations

Section 2305 - Election of an existing business corporation to become a statutory close corporation

Section 2306 - Limitations on continuation of statutory close corporation status

Section 2307 - Voluntary termination of statutory close corporation status by amendment of articles

Section 2308 - Issuance or transfer of shares of a statutory close corporation in breach of qualifying conditions

Section 2309 - Involuntary termination of statutory close corporation status; proceeding to prevent loss of status

Section 2321 - Shares

Section 2322 - Share transfer restrictions

Section 2323 - Transfer of shares in breach of transfer restrictions

Section 2324 - Corporation option where a restriction on transfer of a security is held invalid

Section 2325 - Sale option of estate of shareholder

Section 2331 - Directors

Section 2332 - Management by shareholders

Section 2333 - Appointment of custodian for statutory close corporation

Section 2334 - Appointment of provisional director in certain cases

Section 2335 - Operating corporation as partnership

Section 2336 - Fundamental changes

Section 2337 - Option of shareholder to dissolve corporation