2017 Pennsylvania Consolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 61 - Foreign Nonprofit Corporations
Section 6145 - Applicability of certain safeguards to foreign domiciliary corporations

(a) Application.--(Deleted by amendment).

(b) Internal affairs doctrine not applicable.--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 member or representative of a foreign domiciliary corporation, as such, against the corporation or any one or more of the members or representatives thereof, as such, on the ground that the corporation is a foreign corporation not-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 (c), the court having jurisdiction of the action or proceeding shall apply the law of the jurisdiction under which the foreign domiciliary corporation was incorporated.

(c) Minimum safeguards.--The following provisions of this subpart shall be applicable to foreign domiciliary corporations, except that nothing in this subsection shall require the filing of any document in the department as a prerequisite to the validity of any corporate action or the doing of any corporate action by the foreign domiciliary corporation which is impossible under the laws of its domiciliary jurisdiction:

Section 5504(b) (relating to adoption and contents of bylaws).

Section 5508 (relating to corporate records; inspection by members).

Section 5554 (relating to annual report of directors or other body).

Section 5743 (relating to mandatory indemnification).

Section 5755 (relating to time of holding meetings of members).

Section 5758(e) (relating to voting rights of members).

Section 5759(c) (relating to voting and other action by proxy).

Section 5765 (relating to judges of election).

Section 5767 (relating to appointment of custodian of corporation on deadlock or other cause).

Section 5769(b) (relating to termination and transfer of membership).

Chapter 59 (relating to fundamental changes).

For the purposes of this subsection, corporate action shall not be deemed to be impossible under the laws of the domiciliary jurisdiction of a foreign corporation merely because prohibited or restricted by the terms of the articles, certificate of incorporation, bylaws or other organic law of the corporation, but the court may require the corporation to amend such organic law so as to be consistent with the minimum safeguards prescribed by this subsection.

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

(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days)

Cross References. Section 6145 is referred to in sections 5504, 5554, 5743, 5755, 5758, 5759, 5765, 5767, 5769, 5791, 5792, 5793 of this title.