(a) Powers of board.--The board of directors or other body of a nonprofit corporation that has elected to proceed under this section shall have full power to wind up and settle the affairs of the corporation in accordance with this section prior to filing articles of dissolution in accordance with section 5977 (relating to articles of dissolution).
(b) Notice to creditors and taxing authorities.--After the approval by the members or the board of directors or other body pursuant to section 5974(b) (relating to adoption in absence of voting members) that the corporation dissolve voluntarily, the corporation shall immediately cause notice of the winding up proceedings to be officially published and to be mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which it has a place of business in this Commonwealth.
(c) Winding up and distribution.--The corporation shall, as speedily as possible, proceed to collect all sums due it, convert into cash all corporate assets the conversion of which into cash is required to discharge its liabilities and, out of the assets of the corporation, discharge or make adequate provision for the discharge of all liabilities of the corporation, according to their respective priorities. Except as otherwise provided in a bylaw adopted by the members or in this subpart or by any other provision of law, any surplus remaining after paying or providing for all liabilities of the corporation shall be distributed to the shareholders, if any, pro rata, or if there be no shareholders, among the members per capita. See section 5972(a) (relating to proposal of voluntary dissolution).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment. Act 67 amended subsec. (c).
Cross References. Section 5975 is referred to in sections 5504, 5972, 5974, 5976, 5977, 5978, 5979, 5985, 5997, 6129 of this title.
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 59 - Amendments, Sale of Assets and Dissolution
Section 5901 - Omission of certain provisions from filed plans (Deleted by amendment)
Section 5902 - Statement of termination
Section 5903 - Bankruptcy or insolvency proceedings
Section 5905 - Proposal of fundamental transactions
Section 5911 - Amendment of articles authorized
Section 5912 - Proposal of amendments
Section 5913 - Notice of meeting of members
Section 5914 - Adoption of amendments
Section 5915 - Articles of amendment
Section 5916 - Filing and effectiveness of articles of amendment
Section 5921 - Merger and consolidation authorized (Repealed)
Section 5922 - Plan of merger or consolidation (Repealed)
Section 5923 - Notice of meeting of members (Repealed)
Section 5924 - Adoption of plan (Repealed)
Section 5925 - Authorization by foreign corporations (Repealed)
Section 5926 - Articles of merger or consolidation (Repealed)
Section 5927 - Filing of articles of merger or consolidation (Repealed)
Section 5928 - Effective date of merger or consolidation (Repealed)
Section 5929 - Effect of merger or consolidation (Repealed)
Section 5930 - Voluntary transfer of corporate assets
Section 5951 - Division authorized (Repealed)
Section 5952 - Proposal and adoption of plan of division (Repealed)
Section 5953 - Division without member approval (Repealed)
Section 5954 - Articles of division (Repealed)
Section 5955 - Filing of articles of division (Repealed)
Section 5956 - Effective date of division (Repealed)
Section 5957 - Effect of division (Repealed)
Section 5971 - Voluntary dissolution by members or incorporators
Section 5972 - Proposal of voluntary dissolution
Section 5973 - Notice of meeting of members
Section 5974 - Adoption of proposal
Section 5974.1 - Articles of election to dissolve (Repealed)
Section 5974.2 - Articles rescinding election to dissolve (Repealed)
Section 5975 - Predissolution provision for liabilities
Section 5976 - Judicial supervision of proceedings
Section 5977 - Articles of dissolution
Section 5978 - Winding up of corporation after dissolution
Section 5979 - Survival of remedies and rights after dissolution
Section 5980 - Dissolution by domestication (Repealed)
Section 5981 - Proceedings upon application of member or director
Section 5982 - Proceedings upon application of creditor
Section 5983 - Proceedings upon petition of superior religious organization
Section 5984 - Appointment of receiver pendente lite and other interim powers
Section 5985 - Liquidating receiver
Section 5986 - Qualifications of receivers
Section 5987 - Proofs of claims
Section 5988 - Discontinuance of proceedings; reorganization
Section 5989 - Articles of involuntary dissolution
Section 5991.1 - Authority of board of directors
Section 5992 - Notice to claimants
Section 5993 - Acceptance or rejection of matured claims
Section 5994 - Disposition of unmatured claims
Section 5995 - Court proceedings
Section 5996 - No revival or waiver