An Act amending Title 15 (Corporations and Unincorporated Associations) of the Pennsylvania Consolidated Statutes, in entities generally, further providing for requirements for names generally and providing for registration of name of domestic nonfiling association; in entity transactions, further providing for nature of transactions and for approval by limited liability company; in foreign associations, further providing for foreign registration statement; in general provisions, further providing for definitions; in corporate powers, duties and safeguards, further providing for certain specifically authorized debt terms; in officers, directors and shareholders, further providing for derivative action; in foreign business corporations, further providing for application of article; in general provisions, further providing for definitions; in corporate powers, duties and safeguards, further providing for certain specifically authorized debt terms; in officers, directors and members, further providing for derivative action; in general partnerships, further providing for contents of partnership agreement; in limited partnerships, further providing for contents of partnership agreement and for derivative action; and, in limited liability companies, further providing for contents of operating agreement and for derivative action.
This bill amends Pennsylvania's corporate laws to update rules governing business entities, including corporations, partnerships, and limited liability companies. Key changes allow domestic nonprofit associations like cooperatives and planned communities to register their names to prevent duplication, clarify how certain asset transactions are classified, and specify when manager-managed LLCs can approve mergers without member votes. The legislation also refines definitions for foreign corporations, expands the types of debt terms that can be authorized, and outlines procedures for derivative legal actions by shareholders or members. These updates aim to modernize the legal framework for entity formation, transactions, and governance across various business structures in the state.
Bill status
signed
all 5 stages cleared
Introduction
Sep 2023
Committee Review
Jul 2024
House Passage
Nov 2023
Senate Passage
Jul 2024
Signed into Law
Jul 2024
Introduced Sep 26, 2023
Signed Jul 15, 2024
Floor votes · Senate Jul 3, 2024 · House Nov 13, 2023
How they voted
42–0
Passed
Total votes 42
Jul 3, 2024
D
Democratic16
100% Yea
R
Republican26
100% Yea
Vote distribution
All Yea
All Nay
Mixed
No data
Full legislative history
Actions timeline
Total actions
21
Key actions
7
Committee
7
Amendments
1
Jul 15, 2024
Signed into law
Approved by the Governor
upper
Jul 3, 2024
Upper · Passed
Third consideration and final passage
upper
Jul 2, 2024
Upper · Passed
Re-reported as committed
upper
Jul 2, 2024
Committee
Re-referred to Appropriations
upper
Jul 1, 2024
Upper · Passed
Reported as committed
upper
Nov 28, 2023
Committee
Referred to Judiciary
upper
Nov 13, 2023
Lower · Passed
Third consideration and final passage
lower
Nov 13, 2023
Lower · Passed
Re-reported as committed
lower
Oct 31, 2023
Committee
Re-committed to Appropriations
lower
Oct 18, 2023
Lower · Passed
Reported as amended
lower
Sep 26, 2023
Committee
Referred to Commerce
lower
1 primary · 2 co-sponsors
Sponsors
Role
Legislator
Party
State
District
P
Perry Warren
DDemocratic
Co
Maureen Madden
DDemocratic
Co
Mike Jones
RRepublican
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