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Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 4145 (2026)

 Applicability of certain safeguards to foreign domiciliary corporations.

✓ current as of May 2026
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§ 4145.  Applicability of certain safeguards to foreign domiciliary corporations.

(a)  General rule.--The General Assembly hereby finds and determines that foreign domiciliary corporations substantially affect this Commonwealth. The courts of this Commonwealth shall not dismiss or stay any action or proceeding brought by a shareholder or representative of a foreign domiciliary corporation, as such, against the corporation or any one or more of the shareholders or representatives thereof, as such, on the ground that the corporation is a foreign corporation for profit or that the cause of action relates to the internal affairs thereof, but every such action shall proceed with like effect as if the corporation were a domestic corporation. Except as provided in subsection (b), the court having jurisdiction of the action or proceeding shall apply the law of the jurisdiction under which the foreign domiciliary corporation was incorporated.

(b)  (Reserved).

(c)  (Reserved).

(d)  Section exclusive.--The provisions of this subpart, other than the provisions of this section and section 4146 (relating to provisions applicable to all foreign corporations), shall not be construed to regulate the incorporation or internal affairs of a foreign corporation for profit.

Notes of Decisions
Cited in 7 cases, 1995–2019 · leading case: Guinan v. A.I. Dupont Hosp. for Child., 597 F. Supp. 2d 485 (E.D. Pa. 2009).
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Guinan v. A.I. Dupont Hosp. for Child., 597 F. Supp. 2d 485 (E.D. Pa. 2009). “10 (citing 15 Pa. Cons.Stat. § 4145(a); In re Estate of Hall, 731 A.”
Forcine Concrete & Constr. Co. v. Manning Equip. Sales & Serv., 426 B.R. 520 (E.D. Pa. 2010). “” 15 Pa. Cons.Stat. § 4145(a). MES & S is a Michigan corporation, and, pursuant to Michigan law, “[a] corporation has the power to indemnify .”
Mcelroy v. Firstenergy Nuclear Operating Co. (W.D. Pa. 2019). · cites it 2× ““When Pennsylvania courts consider issues of corporate law, the first step is usually an application of the Internal Affairs Doctrine, codified at 15 Pa. Cons. Stat. § 4145 .” Macready v. TCI Trans Commodities, A.”
Horbal, A. v. Giant Eagle, Inc. (Pa. Super. Ct. 2018). “15 Pa.C.S. § 4145(a); In re Estate of Hall, 731 A.”
Banjo Buddies Inc v. Renosky (3rd Cir. 2005). “See 15 Pa. Cons. Stat. § 4145 (a); In re Estate of Hall, 731 A.”
Baker-Bey v. Delta Sigma Theta Sorority, Inc., 941 F. Supp. 2d 659 (E.D. Pa. 2013). “Regarding Plaintiffs breach of fiduciary duty claim, Pennsylvania has a statute adopting the “internal affairs doctrine,” which dictates “that courts look to the law of the state of incorporation to resolve issues involving the internal affairs of a corporation.”
Truth Freewill Baptist Church v. Berwick Twp., 26 Pa. D. & C.4th 130 (1995). “We reject the township’s argument that 15 Pa.C.S. §4145 is applicable because it refers to actions filed by a shareholder or representative of a foreign corporation against the corporation or the shareholders or representatives thereof.”
— 15 Pa. Cons. Stat. § 4145(a) — 4 cases
Guinan v. A.I. Dupont Hosp. for Child., 597 F. Supp. 2d 485 (E.D. Pa. 2009). “10 (citing 15 Pa. Cons.Stat. § 4145(a); In re Estate of Hall, 731 A.”
Forcine Concrete & Constr. Co. v. Manning Equip. Sales & Serv., 426 B.R. 520 (E.D. Pa. 2010). “” 15 Pa. Cons.Stat. § 4145(a). MES & S is a Michigan corporation, and, pursuant to Michigan law, “[a] corporation has the power to indemnify .”
Horbal, A. v. Giant Eagle, Inc. (Pa. Super. Ct. 2018). “15 Pa.C.S. § 4145(a); In re Estate of Hall, 731 A.”
Baker-Bey v. Delta Sigma Theta Sorority, Inc., 941 F. Supp. 2d 659 (E.D. Pa. 2013). “Regarding Plaintiffs breach of fiduciary duty claim, Pennsylvania has a statute adopting the “internal affairs doctrine,” which dictates “that courts look to the law of the state of incorporation to resolve issues involving the internal affairs of a corporation.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.