Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 5501 (2026)

Corporate capacity.

✓ current as of May 2026

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CHAPTER 55

CORPORATE POWERS, DUTIES AND SAFEGUARDS

Subchapter

A. General Provisions

B. Financial Matters

C. Common Trust Funds

Enactment. Chapter 55 was added as Chapter 75 November 15, 1972, P.L.1063, No.271, effective in 90 days. Chapter 75 was renumbered to Chapter 55 December 21, 1988, P.L.1444, No.177, effective October 1, 1989.

SUBCHAPTER A

GENERAL PROVISIONS

Sec.

5501. Corporate capacity.

5502. General powers.

5503. Defense of ultra vires.

5504. Adoption, amendment and contents of bylaws.

5505. Persons bound by bylaws.

5506. Form of execution of instruments.

5507. Registered office.

5508. Corporate records; inspection by members.

5509. Bylaws and other powers in emergency.

5510. Certain specifically authorized debt terms.

5511. Establishment of subordinate units.

5512. Informational rights of a director.

5513. Forum selection provisions.

Subchapter Heading. The heading of Subchapter A was carried without amendment December 21, 1988, P.L.1444, No.177, effective October 1, 1989.

§ 5501. Corporate capacity.

Except as provided in section 103 (relating to subordination of title to regulatory laws), a nonprofit corporation shall have the legal capacity of natural persons to act.

(July 9, 2013, P.L.476, No.67, eff. 60 days)

Notes of Decisions

Cited in 5 cases, 2013–2020 · leading case: Zampogna v. Law Enf't Health Benefits, Inc., 81 A.3d 1043 (Pa. Commw. Ct. 2013).

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Zampogna v. Law Enf't Health Benefits, Inc., 81 A.3d 1043 (Pa. Commw. Ct. 2013). · cites it 3× “” 15 Pa.C.S. § 5501. Natural persons engage in elections of every sort.”

Zampogna v. Law Enf't Health Benefits, Inc., 151 A.3d 1003 (Pa. 2016). · cites it 2× “” 15 Pa.C.S. § 5501. Similarly, the NCL gives nonprofit corporations the same general powers as the BCL gives for-profit corporations, using nearly identical language.”

Zampogna, F. v. Law Enf't Health, Aplt. (Pa. 2016). “While it is true that the NCL and BCL are similar in many respects, including providing both types of corporations with the legal capacity to act as natural persons, compare 15 Pa.C.S. § 5501, with id. § 1501, and authorizing both to engage in other enumerated general powers,…”

In re: Indep. Fire Co. No. 1 a non profit corp. ~ Appeal of: Com. of PA (Pa. Commw. Ct. 2020). “15 Notably, under Section 5501, “a nonprofit corporation shall have the legal capacity of natural persons to act,” 15 Pa.C.S. §5501, including the power to establish “pension trusts” and “other .”

United States v. Renee Tartaglione (3rd Cir. 2020). “See 15 Pa. Cons. Stat. Ann. § 5501 (“[A] nonprofit corporation shall have the legal capacity of natural persons to act.”

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