Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 5975 (2026)

Predissolution provision for liabilities.

✓ current as of May 2026

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§ 5975. Predissolution provision for liabilities.

(a) Powers of board.--The board of directors or other body of a nonprofit corporation that has elected to proceed under this section shall have full power to wind up and settle the affairs of the corporation in accordance with this section prior to filing articles of dissolution in accordance with section 5977 (relating to articles of dissolution).

(b) Notice to creditors and taxing authorities.--After the approval by the members or the board of directors or other body pursuant to section 5974(b) (relating to adoption in absence of voting members) that the corporation dissolve voluntarily, the corporation shall immediately cause notice of the winding up proceedings to be officially published and to be mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which it has a place of business in this Commonwealth.

(c) Winding up and distribution.--The corporation shall, as speedily as possible, proceed to collect all sums due it, convert into cash all corporate assets the conversion of which into cash is required to discharge its liabilities and, out of the assets of the corporation, discharge or make adequate provision for the discharge of all liabilities of the corporation, according to their respective priorities. Except as otherwise provided in a bylaw adopted by the members or in this subpart or by any other provision of law, any surplus remaining after paying or providing for all liabilities of the corporation shall be distributed to the shareholders, if any, pro rata, or if there be no shareholders, among the members per capita. See section 5972(a) (relating to proposal of voluntary dissolution).

(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)

2013 Amendment. Act 67 amended subsec. (c).

Cross References. Section 5975 is referred to in sections 5504, 5972, 5974, 5976, 5977, 5978, 5979, 5985, 5997, 6129 of this title.

Notes of Decisions

Cited in 4 cases (1 in the last 5 years), 2007–2021 · leading case: Com. of Pa. v. New Foundations, Inc., 182 A.3d 1059 (Pa. Commw. Ct. 2018).

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Com. of Pa. v. New Foundations, Inc., 182 A.3d 1059 (Pa. Commw. Ct. 2018). · cites it 2× “15 Pa.C.S. § 5975(c). 9 None of that, though, addresses whether 15 Pa.”

Ciamaichelo v. Indep. Blue Cross, 928 A.2d 407 (Pa. Commw. Ct. 2007). · cites it 2× “15 Pa.C.S. § 5975. The other non-stock option is to have no members with directors themselves nominating directors or as set forth in the Articles of Incorporation and the bylaws adopted.”

In Re First Baptist Church of Spring Mill, 22 A.3d 1091 (Pa. Commw. Ct. 2011). “Section 5975(c) of the Nonprofit Corporation Law, as amended, 15 Pa.C.S. § 5975(c). The Church claimed that it owed Rev.”

PA Indep. Oil & Gas Assoc. v. PA One Call Sys., Inc. (Pa. Commw. Ct. 2021). · cites it 2× “) As for the third factor, POCS asserts that under 15 Pa.C.S. §5975(c)6 (relating to corporations and unincorporated associations) and POCS’ bylaws, upon dissolution, POCS’ assets will be distributed to POCS’ members, not to the Commonwealth.”

— 15 Pa. Cons. Stat. § 5975(c) — 3 cases

Com. of Pa. v. New Foundations, Inc., 182 A.3d 1059 (Pa. Commw. Ct. 2018). “15 Pa.C.S. § 5975(c). 9 None of that, though, addresses whether 15 Pa.”

PA Indep. Oil & Gas Assoc. v. PA One Call Sys., Inc. (Pa. Commw. Ct. 2021). “) As for the third factor, POCS asserts that under 15 Pa.C.S. §5975(c)6 (relating to corporations and unincorporated associations) and POCS’ bylaws, upon dissolution, POCS’ assets will be distributed to POCS’ members, not to the Commonwealth.”

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