Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 25 - Registered Corporations
Section 2521 - Call of special meetings of shareholders


(a) General rule.--Except as provided in subsections (b) and (c), the shareholders of a registered corporation described in subsection 2502(1) (relating to registered corporation status) do not have the right to call a special meeting of the shareholders.
(b) Exception.--An interested shareholder (as defined in section 2553 (relating to interested shareholder)) may call a special meeting of shareholders for the purpose of approving a business combination under section 2555(3) or (4) (relating to requirements relating to certain business combinations).
(c) Contrary articles provision.--A provision of the articles of a registered corporation described in section 2502(1) that gives shareholders the right to call a special meeting of the shareholders and:
(1) is adopted after July 1, 2015, may provide that a special meeting may be called only by shareholders entitled to cast 25% or more of the votes that all shareholders would be entitled to cast at the meeting; or
(2) was adopted on or before July 1, 2015, is enforceable in accordance with its terms.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)

Cross References. Section 2521 is referred to in sections 1755, 2501 of this title.

Structure Pennsylvania Consolidated & Unconsolidated Statutes

Pennsylvania Consolidated & Unconsolidated Statutes

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Chapter 25 - Registered Corporations

Extra - Chapter Notes

Section 2501 - Application and effect of chapter

Section 2502 - Registered corporation status

Section 2503 - Acquisition of registered corporation status

Section 2504 - Termination of registered corporation status

Section 2511 - Financial reports to shareholders

Section 2512 - Dissenters rights procedure

Section 2513 - Disparate treatment of certain persons

Section 2521 - Call of special meetings of shareholders

Section 2522 - Adjournment or postponement of meeting of shareholders

Section 2523 - Quorum at shareholder meetings

Section 2524 - Consent of shareholders in lieu of meeting

Section 2525 - Appointment of custodian

Section 2526 - Voting rights of directors

Section 2527 - Authority of board of directors

Section 2528 - Notice of shareholder meetings

Section 2529 - Voting lists

Section 2530 - Qualifications of directors

Section 2535 - Proposal of amendment to articles

Section 2536 - Application by director for involuntary dissolution

Section 2537 - Dissenters rights in asset transfers

Section 2538 - Approval of transactions with interested shareholders

Section 2539 - Adoption of plan of merger by board of directors

Section 2541 - Application and effect of subchapter

Section 2542 - Definitions

Section 2543 - Controlling person or group

Section 2544 - Right of shareholders to receive payment for shares

Section 2545 - Notice to shareholders

Section 2546 - Shareholder demand for fair value

Section 2547 - Valuation procedures

Section 2548 - Coordination with control transaction

Section 2551 - Application and effect of subchapter

Section 2552 - Definitions

Section 2553 - Interested shareholder

Section 2554 - Business combination

Section 2555 - Requirements relating to certain business combinations

Section 2556 - Certain minimum conditions

Section 2561 - Application and effect of subchapter

Section 2562 - Definitions

Section 2563 - Acquiring person safe harbor

Section 2564 - Voting rights of shares acquired in a control-share acquisition

Section 2565 - Procedure for establishing voting rights of control shares

Section 2566 - Information statement of acquiring person

Section 2567 - Redemption

Section 2568 - Board determinations

Section 2571 - Application and effect of subchapter

Section 2572 - Policy and purpose

Section 2573 - Definitions

Section 2574 - Controlling person or group safe harbor

Section 2575 - Ownership by corporation of profits resulting from certain transactions

Section 2576 - Enforcement actions

Section 2581 - Definitions

Section 2582 - Severance compensation

Section 2583 - Enforcement and remedies

Section 2585 - Application and effect of subchapter

Section 2586 - Definitions

Section 2587 - Labor contracts preserved in business combination transactions

Section 2588 - Civil remedies