Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 1704 (2026)

Place and notice of meetings of shareholders.

✓ current as of May 2026

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§ 1704. Place and notice of meetings of shareholders.

(a) Place.--Meetings of shareholders may be held at such geographic location within or without this Commonwealth as may be provided in or fixed pursuant to the bylaws. Authority to provide for the location of a meeting of the shareholders includes the authority to determine to hold a meeting solely by means of electronic technology in accordance with section 1708 (relating to use of conference telephone or other electronic technology), notwithstanding that the authority may refer to one or more geographic locations. Unless otherwise provided in or fixed pursuant to the bylaws, all meetings of the shareholders that are not held solely by means of electronic technology shall be held at the executive office of the corporation wherever situated.

(b) Notice.--Notice in record form of every meeting of the shareholders shall be given by, or at the direction of, the secretary or other authorized person to each shareholder of record entitled to vote at the meeting at least:

(1) ten days prior to the day named for a meeting that will consider a transaction under Chapter 3 (relating to entity transactions) or a fundamental change under Chapter 19 (relating to fundamental changes); or

(2) five days prior to the day named for the meeting in any other case.

(c) Contents.--In the case of a special meeting of shareholders, the notice shall specify the general nature of the business to be transacted, and in all cases the notice shall comply with the express requirements of this subpart. The corporation shall not have a duty to augment the notice.

(d) Alternative authority.--If the secretary or other authorized person does not give notice of a meeting within a reasonable time, a person calling the meeting may do so.

(e) Cross reference.--See section 2528 (relating to notice of shareholder meetings).

(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; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)

2022 Amendment. Act 122 amended subsecs. (a) and (d).

2014 Amendment. Act 172 amended subsec. (b)(1).

2013 Amendment. Act 67 amended subsecs. (a) and (b) and added subsecs. (d) and (e).

1990 Amendment. Act 198 amended subsec. (b) and added subsec. (c).

Notes of Decisions

Cited in 2 cases (1 in the last 5 years), 2002–2022 · leading case: Jewelcor Mgmt. Inc. v. Thistle Grp. Holdings Co., 60 Pa. D. & C.4th 391 (2002).

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Jewelcor Mgmt. Inc. v. Thistle Grp. Holdings Co., 60 Pa. D. & C.4th 391 (2002). · cites it 2× “15 Pa.C.S. § 1704(b)(2). Here, the bylaws vest the board with the authority to set the date of Thistle’s annual meeting and require that at least 10 days’ notice be provided to shareholders.”

Philip Siegel v. Mark Goldstein (3rd Cir. 2022). “It does not contemplate damages for improperly depriving a shareholder of his rights in a corporation, including the rights to: (1) inspect the corporate books and records, 15 Pa.”

— 15 Pa. Cons. Stat. § 1704(b)(2) — 1 case

Jewelcor Mgmt. Inc. v. Thistle Grp. Holdings Co., 60 Pa. D. & C.4th 391 (2002). “15 Pa.C.S. § 1704(b)(2). Here, the bylaws vest the board with the authority to set the date of Thistle’s annual meeting and require that at least 10 days’ notice be provided to shareholders.”

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