Pa. Cons. Stat. » 15 Pa. Cons. Stat. (CORPORATIONS) / Chapter 19

15 Pa. Cons. Stat. § 1981

 Proceedings upon application of shareholder or director.

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SUBCHAPTER G

INVOLUNTARY LIQUIDATION AND DISSOLUTION

 

Sec.

1981.  Proceedings upon application of shareholder or director.

1982.  Proceedings upon application of creditor.

1983.  (Reserved).

1984.  Appointment of receiver pendente lite and other interim powers.

1985.  Liquidating receiver.

1986.  Qualifications of receivers.

1987.  Proof of claims.

1988.  Discontinuance of proceedings; reorganization.

1989.  Articles of involuntary dissolution.

 

Cross References.  Subchapter G is referred to in sections 1767, 1932, 1976, 1979, 2333, 2334, 5930 of this title.

§ 1981.  Proceedings upon application of shareholder or director.

(a)  General rule.--Upon application filed by a shareholder or director of a business corporation, the court may entertain proceedings for the involuntary winding up and dissolution of the corporation when any one of the following is made to appear:

(1)  The acts of the directors, or those in control of the corporation, are illegal, oppressive or fraudulent and that it is beneficial to the interests of the shareholders that the corporation be wound up and dissolved.

(2)  The corporate assets are being misapplied or wasted and that it is beneficial to the interests of the shareholders that the corporation be wound up and dissolved.

(3)  The directors are deadlocked in the direction of the management of the business and affairs of the corporation and the shareholders are unable to break the deadlock and that irreparable injury to the corporation is being suffered or is threatened by reason thereof. The court shall not appoint a receiver or grant other similar relief under this paragraph if the shareholders by agreement or otherwise have provided for the appointment of a provisional director or other means for the resolution of a deadlock but the court shall enforce the remedy so provided if appropriate.

(b)  Cross reference.--See section 2536 (relating to application by director for involuntary dissolution).

 

Cross References.  Section 1981 is referred to in section 1767 of this title.

Notes of Decisions
Cited in 4 cases (3 in the last 5 years), 1997–2023 · leading case: Vernon Hill, II v. Cohen
Sort: Relevance Newest Treatment
Vernon Hill, II v. Cohen (2022) ca3 “…suffering or being threatened to suffer irreparable injury. See 15 Pa. Cons. Stat. § 1981 (a). The District Court found that each of those five grounds individually justified the appointment of the Custodian in this case. The Court’s conclusions, however, are based on a…”
RICE v. NATHAN RICE, INC. (2023) pawd · cites it 2× “Involuntary Dissolution Pursuant to 15 Pa.C.S. § 1981 In the alternative to her arguments respecting termination of the Shareholder Agreement, Plaintiff argues that, to the extent that it is determined that Plaintiff is still a Shareholder in NRI, NRI must be involuntarily…”
ALBEE v. ALBEE (2022) paed “” 15 Pa. Cons. Stat. Ann. § 1981. Here, the "wrongdoing as aforesaid" that Eric claims supports the corporate dissolution of Aromatic Fusion is not adequately supported by the facts.”
Rack v. Anu Steel Wire Co. (1997) pactcomplfayett “” 15 Pa.C.S. §1981(a). Since we have determined that the petitioner gave sufficient consideration for his stock, the petitioner is a shareholder of Anu.”
— 15 Pa. Cons. Stat. § 1981(a) — 1 case
Rack v. Anu Steel Wire Co. (1997) pactcomplfayett “” 15 Pa.C.S. §1981(a). Since we have determined that the petitioner gave sufficient consideration for his stock, the petitioner is a shareholder of Anu.”
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