Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 93 - Professional Associations
Section 9319 - Dissolution

(a) General rule.--An association shall be dissolved only upon the occurrence of one of the following:
(1) Expiration of the term of existence as provided in the bylaws of the association but not until articles of dissolution have been filed as provided in subsection (c).
(2) Upon vote of a majority (or such percentage as may be provided in the bylaws but in no event less than a simple majority) of the associates, voting according to their proportionate shares of ownership, to dissolve prior to the expiration of the term of existence of the association.
(b) Procedure.--If a special meeting is called for the purpose of voting to dissolve an association, notice shall be given to each of the associates at his address of record with the association of the time, place and purpose of the meeting, by first class mail, at least ten days prior to the meeting unless a greater period is required by the bylaws.
(c) Articles of dissolution.--The association shall file articles of dissolution substantially as provided by section 1977 (relating to articles of dissolution).
(d) Effect of dissolution.--Upon dissolution, all debts and obligations of the association shall be satisfied and, if any property of the association remains, it shall be divided among the associates proportionally according to their ownership in the association. If all of the debts and legal obligations of the association have not been satisfied at the time of dissolution, all of the associates shall remain jointly and severally liable until all the debts and obligations are satisfied.

Structure Pennsylvania Consolidated & Unconsolidated Statutes