§ 1978. Winding up of corporation after dissolution.
(a) Winding up and distribution.--Every business corporation that is dissolved by expiration of its period of duration
or otherwise shall, nevertheless, continue to exist for the purpose of winding up
its affairs, prosecuting and defending actions or proceedings by or against it, collecting
and discharging obligations, disposing of and conveying its property and collecting
and dividing its assets, but not for the purpose of continuing business except insofar
as necessary for the winding up of the corporation. The board of directors of the
corporation may continue as such and shall have full power to wind up the affairs
of the corporation.
(b) Standard of care of directors and officers.--The dissolution of the corporation shall not subject its directors or officers to
standards of conduct different from those prescribed by or pursuant to Chapter 17
(relating to officers, directors and shareholders). Directors of a dissolved corporation
who have complied with section 1975 (relating to predissolution provision for liabilities)
or Subchapter H (relating to postdissolution provision for liabilities) and governing
persons of a successor entity who have complied with Subchapter H shall not be personally
liable to the creditors or claimants of the dissolved corporation.
(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. (b).
Cross References. Section 1978 is referred to in section 1979 of this title.
Notes of Decisions
Glenda Johnson v. SmithKline Beecham Corp, 724 F.3d 337 (3rd Cir. 2013).
· cites it 2× “” 15 Pa. Cons. Stat. Ann. § 1978. It also ensures that the dissolution of a corporation does “not eliminate nor impair any remedy available to or against” it for a period of two years.”
Lindsey Coal Mining Co. Liquidating Trust v. Shalala, 901 F. Supp. 959 (W.D. Pa. 1995).
“See 15 Pa. C.S. § 1978(a). Because the liquidation process has not been completed, and because Lindsey Coal Mining Company, through Plaintiff, has continued to enter into new lease agreements, continues to generate income in the same manner it did before dissolution, and has…”
Lindsey Coal Min. Co. Liquidating Trust v. Shalala, 901 F. Supp. 959 (W.D. Pa. 1995).
“See 15 Pa. C.S. § 1978(a). Because the liquidation process has not been completed, and because Lindsey Coal Mining Company, through Plaintiff, has continued to enter into new lease agreements, continues to generate income in the same manner it did before dissolution, and has…”
Glenda Johnson v. SmithKline Beecham Corp (3rd Cir. 2013).
“‖ 15 Pa. Cons. Stat. Ann. § 1978. It also ensures that the dissolution of a corporation does ―not eliminate nor impair any remedy available to or against‖ it for a period of two years.”
Glenda Johnson v. SmithKline Beecham Corp (3rd Cir. 2013).
“” 15 Pa. Cons. Stat. Ann. § 1978. It also ensures that the dissolution of a corporation does “not eliminate nor impair any remedy available to or against” it for a period of two years.”
— 15 Pa. Cons. Stat. § 1978(a) — 2 cases
Lindsey Coal Mining Co. Liquidating Trust v. Shalala, 901 F. Supp. 959 (W.D. Pa. 1995).
“See 15 Pa. C.S. § 1978(a). Because the liquidation process has not been completed, and because Lindsey Coal Mining Company, through Plaintiff, has continued to enter into new lease agreements, continues to generate income in the same manner it did before dissolution, and has…”
Lindsey Coal Min. Co. Liquidating Trust v. Shalala, 901 F. Supp. 959 (W.D. Pa. 1995).
“See 15 Pa. C.S. § 1978(a). Because the liquidation process has not been completed, and because Lindsey Coal Mining Company, through Plaintiff, has continued to enter into new lease agreements, continues to generate income in the same manner it did before dissolution, and has…”
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