SUBCHAPTER G
INVOLUNTARY LIQUIDATION AND DISSOLUTION
Sec.
5981. Proceedings upon application of member or director.
5982. Proceedings upon application of creditor.
5983. Proceedings upon petition of superior religious organization.
5984. Appointment of receiver pendente lite and other interim powers.
5985. Liquidating receiver.
5986. Qualifications of receivers.
5987. Proofs of claims.
5988. Discontinuance of proceedings; reorganization.
5989. Articles of involuntary dissolution.
Subchapter Heading. Subchapter G was relettered from Subchapter F December 21, 1988, P.L.1444, No.177,
effective October 1, 1989.
Cross References. Subchapter G is referred to in sections 5767, 5976, 5979 of this title.
§ 5981. Proceedings upon application of member or director.
Upon application filed by a member or director of a nonprofit corporation, the court
may entertain proceedings for the involuntary winding up and dissolution of the corporation
when any of the following occur:
(1) The objects of the corporation have wholly failed, or are entirely abandoned, or their
accomplishment is impracticable.
(2) The acts of the directors, or those in control of the corporation, are illegal, oppressive
or fraudulent and it is beneficial to the interests of the members that the corporation
be wound up and dissolved.
(3) The corporate assets are being misapplied or wasted and it is beneficial to the interests
of the members that the corporation be wound up and dissolved.
(4) The directors or other body are deadlocked in the direction of the management of the
business and affairs of the corporation and the members are unable to break the deadlock
and 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 members by agreement or otherwise have provided for appointment
of a provisional director or member of an other body or other means for the resolution
of a deadlock, but the court shall enforce the remedy provided by the members, if
appropriate.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67,
eff. 60 days)
Cross References. Section 5981 is referred to in section 5767 of this title.
Notes of Decisions
Gee v. Blue Stone Heights Hunting Club, Inc., 604 A.2d 1141 (Pa. Commw. Ct. 1992).
· cites it 3× “15 Pa.C.S. § 5981. 3 . In the Matter of the Judicial Dissolution of Kemp & Beatley, involved a shareholder’s petition to dissolve a New York corporation, alleging oppressive conduct in violation of New York’s involuntary dissolution statute, the Business Corporation Law, Section…”
Loveless v. Pocono Forest Sportsman Club, Inc., 972 A.2d 572 (Pa. Commw. Ct. 2009).
· cites it 4× “15 Pa.C.S. § 5981. 4 . Section 5726(c) of the Law provides that the court may remove a director from office "in case of fraudulent or dishonest acts, or gross abuse of authority or discretion with respect to the corporation, or for any other proper cause.”
Poesnecker v. Ricchio, 631 A.2d 1097 (Pa. Commw. Ct. 1993).
“*474 § 5764; 15 Pa.C.S. § 5981. In fact, Ricchio has consented to the appointment of a custodian by the trial court.”
In re: Indep. Fire Co. No. 1 a non profit corp. ~ Appeal of: Com. of PA (Pa. Commw. Ct. 2020).
“15 Pa.C.S. §5981. 10 its responsibility to provide public supervision of charitable trusts, for “[p]roperty given to a charity is in a measure public property, and the beneficiary of charitable trusts is the general public to whom the social and economic benefits of the trusts…”
Watson v. Trs. of Conneaut Lake Park, Inc., 795 A.2d 1068 (Pa. Commw. Ct. 2002).
“15 Pa.C.S. § 5981. 9 . Although objecting to the appointment of any new custodian, Asset Management voiced no objection to the qualifications of Mr.”
McCoy-McMahon, D. v. Godlove, J.C., II (Pa. Super. Ct. 2014).
“” In addition, 15 Pa.C.S. § 5981(2) provides for the involuntary winding up and dissolution of a non-profit corporation where the acts of the directors are “illegal, oppressive or fraudulent.”
— 15 Pa. Cons. Stat. § 5981(1) — 2 cases
Gee v. Blue Stone Heights Hunting Club, Inc., 604 A.2d 1141 (Pa. Commw. Ct. 1992).
“15 Pa.C.S. § 5981. 3 . In the Matter of the Judicial Dissolution of Kemp & Beatley, involved a shareholder’s petition to dissolve a New York corporation, alleging oppressive conduct in violation of New York’s involuntary dissolution statute, the Business Corporation Law, Section…”
Loveless v. Pocono Forest Sportsman Club, Inc., 972 A.2d 572 (Pa. Commw. Ct. 2009).
“15 Pa.C.S. § 5981. 4 . Section 5726(c) of the Law provides that the court may remove a director from office "in case of fraudulent or dishonest acts, or gross abuse of authority or discretion with respect to the corporation, or for any other proper cause.”
— 15 Pa. Cons. Stat. § 5981(2) — 2 cases
Loveless v. Pocono Forest Sportsman Club, Inc., 972 A.2d 572 (Pa. Commw. Ct. 2009).
“15 Pa.C.S. § 5981. 4 . Section 5726(c) of the Law provides that the court may remove a director from office "in case of fraudulent or dishonest acts, or gross abuse of authority or discretion with respect to the corporation, or for any other proper cause.”
McCoy-McMahon, D. v. Godlove, J.C., II (Pa. Super. Ct. 2014).
“” In addition, 15 Pa.C.S. § 5981(2) provides for the involuntary winding up and dissolution of a non-profit corporation where the acts of the directors are “illegal, oppressive or fraudulent.”
— 15 Pa. Cons. Stat. § 5981(3) — 2 cases
Gee v. Blue Stone Heights Hunting Club, Inc., 604 A.2d 1141 (Pa. Commw. Ct. 1992).
“15 Pa.C.S. § 5981. 3 . In the Matter of the Judicial Dissolution of Kemp & Beatley, involved a shareholder’s petition to dissolve a New York corporation, alleging oppressive conduct in violation of New York’s involuntary dissolution statute, the Business Corporation Law, Section…”
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