15 Pa. Cons. Stat. § 101

Short title and application of title.

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TITLE 15

CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Part

I. Preliminary Provisions

II. Corporations

III. Partnerships and Limited Liability Companies

IV. Unincorporated Associations

V. Business Trusts

Enactment. Unless otherwise noted, the provisions of Title 15 were added November 15, 1972, P.L.1063, No.271, effective in 90 days.

Special Provisions in Appendix. See sections 104, 107, 206, 303 and 304 of Act 177 of 1988 in the appendix to this title for special provisions relating to legislative findings as to acceptance of Constitution of Pennsylvania, prior law transitional provision, conforming cross references in unconsolidated statutes, preparation of act for printing and effective date and applicability.

See sections 309, 402 and 404 of Act 198 of 1990 in the appendix to this title for special provisions relating to conforming cross references in unconsolidated statutes, preparation of act for printing and effective dates and applicability.

See sections 56 and 57 of Act 67 of 2013 in the appendix to this title for special provisions relating to restoration of provisions and retroactivity.

See section 1.1 of Act 172 of 2014 in the appendix to this title for special provisions relating to legislative findings and declarations.

Short Titles of Implementing Statutes. Section 101 of Act 177 of 1988 provided that the act shall be known and may be cited as the General Association Act of 1988.

Section 101 of Act 198 of 1990 provided that the act shall be known and may be cited as the GAA Amendments Act of 1990.

Section 1 of Act 169 of 1992 provided that the act shall be known and may be cited as the GAA Amendments Act of 1992.

Section 1 of Act 106 of 1994 provided that the act shall be known and may be cited as the Limited Liability Company Act.

Section 1 of Act 34 of 2001 provided that the act shall be known and may be cited as the GAA Amendments Act of 2001.

Section 1 of Act 67 of 2013 provided that the act shall be known and may be cited as the GAA Amendments Act of 2013.

Section 1 of Act 172 of 2014 provided that the act shall be known and may be cited as the Association Transactions Act.

PART I

PRELIMINARY PROVISIONS

Chapter

1. General Provisions

2. Entities Generally

3. Entity Transactions

4. Foreign Associations

Enactment. Part I was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.

Prior Provisions. Former Part I, which related to corporations generally, was added November 15, 1972, P.L.1063, No.271, and repealed December 21, 1988, P.L.1444, No.177, effective October 1, 1989.

CHAPTER 1

GENERAL PROVISIONS

Subchapter

A. Preliminary Provisions

B. Functions and Powers of Department of State

C. Corporation Bureau and UCC Fees

D. Domestication of Certain Alien Associations

Enactment. Chapter 1 was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.

Prior Provisions. Former Chapter 1, which related to the same subject matter, was added November 15, 1972, P.L.1063, No.271, and repealed December 21, 1988, P.L.1444, No.177, effective October 1, 1989.

Cross References. Chapter 1 is referred to in sections 7102, 8415, 8615, 8815 of this title.

SUBCHAPTER A

PRELIMINARY PROVISIONS

Sec.

101. Short title and application of title.

102. Definitions.

103. Subordination of title to regulatory laws.

104. Equitable remedies.

105. Fees.

106. Effect of filing papers required to be filed.

107. Form of records.

108. Change in location or status of registered office provided by agent.

109. Name of commercial registered office provider in lieu of registered address.

110. Supplementary general principles of law applicable.

111. Relation of title to Electronic Signatures in Global and National Commerce Act.

112. Receipt of electronic communications.

113. Delivery of document.

114. Defense of usury.

§ 101. Short title and application of title.

(a) Short title of title.--This title shall be known and may be cited as the Associations Code.

(b) Application of title.--Except as otherwise provided in the scope provisions of subsequent provisions of this title, this title shall apply to every association heretofore or hereafter incorporated or otherwise organized.

(c) References to prior statutes.--A reference in the organic rules of an association to any provision of law supplied or repealed by this title shall be deemed to be a reference to the superseding provision of this title.

(Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)

2016 Amendment. Act 170 amended subsec. (c).

Cross References. Section 101 is referred to in sections 1102, 2541, 2551, 5102 of this title.

Notes of Decisions

Cited in 10 cases (2 in the last 5 years), 1988–2025 · leading case: Drake Manufacturing Co. v. Polyflow, Inc.

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Drake Manufacturing Co. v. Polyflow, Inc. (2015) pasuperct “Three statutes within Chapter 41, Sub-chapter B of the Corporations and Unincorporated Associations Code (“Code”), 15 Pa.C.S. § 101 et seq., define when a foreign business corporation must obtain a certificate of authority and the penalties for failure to obtain a certificate.”

William A. Graham Co. v. Haughey (2006) paed “…merger agreement reads, “The Merger shall have the effect set forth in the Pennsylvania Business Corporation Law.” 15 Pa. Cons.Stat. Ann. § 101, et seq. That statute provides, “Upon the merger or consolidation becoming effective, the several corporations parties to the…”

California University of PA v. G. Bradshaw (2019) pacommwct “15 Pa. C.S. §§ 101 -9507. Act of March 4, 1971, P.”

First Union National Bank v. Quality Carriers Inc. (2000) pactcomplphilad “On March 1, 1999, a plan of merger, which failed to comply with the Pennsylvania Business Corporation Law, 15 Pa.C.S. §101 et seq., was filed.” Defendants’ memorandum at 1.”

Toth, M. v. Toth, B. (2023) pasuperct “See 15 Pa.C.S. §§ 101- 102; see also §§ 8102, 8811-8898 (addressing regulation, formation, and applicability to partnerships, LLCs, and corporate forms of organization).”

Capozzi v. Latsha & Capozzi P.C. (2001) pactcomplcumber “, and (2) the corporation is not required to repurchase his shares under the provisions in the Associations Code, 15 Pa.C.S. §101 et seq., that are applicable to professional corporations.”

In Re: Merger of: Univ. Vol. Fire Dept. into Pt. Breeze Vol. Fire Assoc. ~ Appeal of: Penn 7 Vol. Fire Dept. & N. Bessem (2020) pacommwct “15 Pa. C.S. §§ 101, 102. The Entity Transaction Law, set forth in Chapter 3 of the Associations Code, 15 Pa.”

TRAHER v. REPUBLIC FIRST BANCORP, INC. (2020) paed “But no provision of Pennsylvania’s Business Corporation Law, see 15 Pa. C.S. § 101 et seq., and no case interpreting that law recognizes a direct cause of action in contract, enforceable by an individual shareholder, for breach of a corporation’s articles of incorporation.”

Linde, S. v. Linde Enterprises (2025) pasuperct “[Appellant’s] request is in conformance with the Pennsylvania Business Corporation Law, 15 Pa.C.S. § 101, et seq. (the BCL), particularly since (and as the evidence at trial demonstrated) [Appellant] was a frozen out, minority shareholder of LEI; and 5.”

Ujevich v. City of Clairton (1988) pactcomplallegh “Nor will the definitions in 15 Pa.C.S. § 101 et seq. (The General Association Act of 1988) (Act 1988-177) apply; that act relating to, inter alia, private corporation for profit and not for profit.”

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