Nonprofit Corporation Voluntary Dissolution Filing Requirements in Pennsylvania

At a glance

Requirements one by one

Entity and filing agency

The voluntary-dissolution provisions distinguish a corporation that has never commenced business from one that has. The latter selects a liability-handling route in its dissolution resolution under § 5972. That selection determines whether liquidation comes before or after the Department of State filing; it is more than an administrative label.

Before business begins

Section 5971 requires the articles to state that the corporation “has not received any property in trust, or otherwise commenced business.” A corporation holding donated trust property therefore cannot rely simply on having conducted no programs. Its articles also address returning membership subscriptions, after necessary expenses, and paying or providing for liabilities. A majority of the members or incorporators executes these early articles in the corporation's name.

Proposal and board action

A member petition under § 5972 must represent at least 10% of all votes entitled to be cast on dissolution and must be directed to the board and filed with the secretary. The board or petitioning members then directs submission of the resolution to the voting members. Bylaws can supply another proposal or adoption method.

For board action, § 5727 ordinarily counts a majority of directors present and voting, with a majority of directors in office constituting the quorum, unless the bylaws provide otherwise. It also permits unanimous director consent in record form unless restricted by the bylaws. Section 5905 separately permits the written agreement or consent of all eligible voting members to satisfy a Chapter 59 requirement for board proposal or approval.

Member and class approval

Section 5974 counts votes actually cast, both overall and in any required class vote. Abstentions do not enter that denominator. Section 5757 permits a higher threshold through a bylaw adopted by the members. Quorum is a separate question: § 5756 ordinarily requires the presence of members entitled to cast at least a majority of all votes on the matter, including the same threshold for a voting class, unless a member-adopted bylaw provides otherwise. That section also contains a specifically noticed adjourned-meeting exception after periods aggregating at least 15 days without a quorum.

Section 5766 permits unanimous member consent unless the bylaws restrict it. A partial-consent alternative requires bylaw authorization and enough signatures to supply the votes needed at a meeting where all eligible members were present and voting. Nonconsenting eligible members receive prompt notice unless the bylaws require notice before the action takes effect. These consents belong with the members' minutes.

Notice and outside prerequisites

The member-meeting notice must state the dissolution purpose under § 5973 and reach each eligible member of record at least ten days before the meeting under § 5704. The resolution must identify the selected liability route under § 5972.

Ordinary articles require clearance certificates from both Revenue and Labor and Industry under § 139, subject to that section's exceptions, including certificates already filed with the court. The never-commenced-business articles under § 5971 have an express tax-clearance exception. For a prefiling wind-up involving charitable property, § 5976 requires the board or other body to apply for a court order specifying its disposition.

Filing contents and signer

Section 5977 requires the incorporation statute and date, director and officer names and addresses, and the manner of approval, as well as the corporation's name and registered-office information. It then separates completed prefiling liquidation from an election to handle liabilities after dissolution. The statements about pending litigation and mailed winding-up notices apply to the former route.

One duly authorized officer may sign an ordinary filing under § 5109. Section 135 requires actual street or rural-route addresses rather than only post-office boxes, and a registered-office address includes its county. Required fees, clearances, and governmental approvals accompany the filing.

Fee and legal effect

The official articles form states a $70 base fee, consistent with §§ 152–153's treatment of dissolution as a domestic corporation ancillary transaction. Section 5977 states: “Upon the filing of the articles of dissolution in the department, the existence of the corporation shall cease.” For the prefiling route, the articles come after liabilities have been discharged or adequately provided for and remaining assets distributed, or after insufficient assets have been fairly and equitably applied. The alternative route permits filing following the statutory election rather than a representation that liquidation has finished.

Reversal before filing

Section 5974 allows termination of the proposal under terms in the resolution, or rescission of the election by the same manner and procedure used to elect dissolution. Both occur before articles are filed. If the resolution allows it, the board can also reverse the choice between pre- and postdissolution liability handling before filing, despite the members' prior approval.

Remaining powers and asset boundary

Section 5978 preserves corporate existence for winding up, litigation, collecting and discharging obligations, conveying property, and collecting and dividing assets. The board or other body retains power to finish that work. Section 5547 protects property committed to charitable purposes: it cannot be diverted from the objects for which it was donated, granted, or devised without the specified court order.

What trips people up

A vote to dissolve does not establish which statements the corporation can truthfully make in its articles. Check the chosen liability route before signing the completed-liquidation statements. Under § 5975, a corporation using the prefiling route must immediately arrange official publication and mail the winding-up notice by certified or registered mail to known creditors and claimants and each municipality where it has a Pennsylvania place of business. Section 5977 incorporates the relevant mailed-notice representation into the articles.

Common questions

Can a corporation choose court supervision during a prefiling wind-up? Yes. Section 5976 allows a corporation proceeding under § 5975 to apply for continued winding up under court supervision.

Does a church's dissolution order treat its worship property like unrestricted surplus? Section 5976(c) directs the court to use specified alternatives that preserve the worship uses or trusts, including transfer to an appropriate title-holding corporation or a court-directed disposition of proceeds.

Statutes and sources

• 15 Pa.C.S. § 5971 — “(a) General rule.--The members or incorporators of a nonprofit corporation that has not commenced business may effect the dissolution of the corporation by filing articles of dissolution in the Department of State. The articles of dissolution shall be executed in the name of the corporation by a majority of the members or incorporators, and shall set forth: (1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office. (2) The statute under which the corporation was incorporated and the date of incorporation. (3) That the corporation has not received any property in trust, or otherwise commenced business. (4) That the amount, if any, actually paid in on subscriptions for memberships, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto. (5) That all liabilities of the corporation have been discharged or that adequate provision has been made therefor. (6) That a majority of the members or incorporators elect that the corporation be dissolved. (b) Filing.--The articles of dissolution shall be filed in the Department of State. See section 134 (relating to docketing statement). (c) Effect.--Upon the filing of the articles of dissolution, the existence of the corporation shall cease.” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5972 — “(a) General rule.--Any nonprofit corporation that has commenced business may dissolve voluntarily in the manner provided in this subchapter and wind up its affairs in the manner provided in section 5975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities). Voluntary dissolution shall be proposed by: (1) the adoption by the board of directors or other body of a resolution recommending that the corporation be dissolved voluntarily; (2) petition of members entitled to cast at least 10% of the votes that all members are entitled to cast thereon, setting forth a resolution recommending that the corporation be dissolved voluntarily, which petition shall be directed to the board of directors and filed with the secretary of the corporation; or (3) such other method for proposing or adopting a resolution recommending that the corporation be dissolved voluntarily as may be provided in the bylaws. The resolution shall contain a statement either that the dissolution shall proceed under section 5975 or that the dissolution shall proceed under Subchapter H. (b) Submission to members.--The board of directors or other body or the petitioning members shall direct that the resolution recommending dissolution be submitted to a vote of the members of the corporation entitled to vote thereon at a regular or special meeting of the members. (c) Cross reference.--See section 5974(e) (relating to amendment of winding-up election).” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5973 — “(a) General rule.--Notice in record form of the meeting of members that will consider the resolution recommending dissolution of the nonprofit corporation shall be given to each member of record entitled to vote thereon. The purpose of the meeting shall be stated in the notice. (b) Cross reference.--See Subchapter A of Chapter 57 (relating to notice and meetings generally).” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5974 — “(a) General rule.--The resolution shall be adopted upon receiving the affirmative vote of a majority of the votes cast by all members of the nonprofit corporation entitled to vote thereon and, if any class of members is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote. (b) Adoption in absence of voting members.--If the corporation has no members entitled to vote on the question of the advisability of voluntarily dissolving the corporation, the resolution shall be deemed adopted by the corporation when it has been adopted by the board of directors or other body pursuant to section 5972 (relating to proposal of voluntary dissolution). (c) Termination of proposal.--Prior to the time when articles of dissolution are filed in the Department of State, the proposal may be terminated pursuant to provisions therefor, if any, set forth in the resolution. (d) Action rescinding election to dissolve.--Prior to the time when articles of dissolution are filed in the department, any nonprofit corporation may rescind its election to dissolve in the same manner and by the same procedure as that provided in this subchapter for the election of a corporation to dissolve voluntarily. (e) Amendment of winding-up election.--If the resolution with respect to voluntary dissolution so provides, an election to proceed under section 5975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities) may be reversed by the board of directors prior to the time when articles of dissolution are filed in the department, notwithstanding the adoption by the members of the proposal for voluntary dissolution.” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5905 — “Where any provision of this chapter requires that an amendment of the articles or the dissolution of a nonprofit corporation be proposed or approved by action of the board of directors, that requirement shall be construed to authorize and be satisfied by the written agreement or consent of all of the members of the corporation entitled to vote thereon.” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5975 — “(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).” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5976 — “(a) General rule.--A nonprofit corporation that has elected to proceed under section 5975 (relating to predissolution provision for liabilities), at any time during the winding up proceedings, may apply to the court to have the proceedings continued under the supervision of the court and thereafter the proceedings shall continue under the supervision of the court as provided in Subchapter G (relating to involuntary liquidation and dissolution). (b) Distribution of property committed to charitable purposes.--If the assets of the corporation include any property committed to charitable purposes, the board of directors or other body shall apply to the court for an order pursuant to section 5547(b) (relating to nondiversion of certain property) specifying the disposition of the property. (c) Religious assets.--In entering a decree providing for the distribution of the assets of a corporation organized for the support of public worship, the court shall, by its decree, provide for the disposition of the assets of the corporation, either by: (1) vesting title thereto in such other corporation as may, by its articles, be organized for the purpose of holding title to the real estate held for public worship, according to the formularies of the church or religious organization to which the dissolved corporation was in allegiance; (2) authorizing the sale of such assets by a master or trustee appointed for that purpose and the vesting of the proceeds, upon the confirmation of such sale, in such body as may be directed by the court, to be held in trust for carrying out the intent and purpose of public worship; or (3) vesting the title to such assets in any incorporated or unincorporated body designated by the petitioners for the same uses and trusts as the assets were theretofore held by the dissolved corporation.” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5977 — “(a) General rule.--Articles of dissolution and the certificates or statement required by section 139 (relating to tax clearance of certain fundamental transactions) shall be filed in the department when: (1) all liabilities of the nonprofit corporation have been discharged, or adequate provision has been made therefor, in accordance with section 5975 (relating to predissolution provision for liabilities), and all of the remaining assets of the corporation have been distributed as provided in section 5975 or in case its assets are not sufficient to discharge its liabilities, when all the assets have been fairly and equitably applied, as far as they will go, to the payment of such liabilities; or (2) an election to proceed under Subchapter H (relating to postdissolution provision for liabilities) has been made. (b) Contents of articles.--The articles of dissolution shall be executed by the corporation and shall set forth: (1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office. (2) The statute under which the corporation was incorporated and the date of incorporation. (3) The names and respective addresses, including street and number, if any, of its directors and officers. (4) The manner in which the proposal to dissolve voluntarily was adopted by the corporation. (5) A statement that: (i) all liabilities of the corporation have been discharged or that adequate provision has been made therefor; (ii) the assets of the corporation are not sufficient to discharge its liabilities, and that all the assets of the corporation have been fairly and equitably applied, as far as they will go, to the payment of such liabilities; or (iii) the corporation has elected to proceed under Subchapter H. (6) A statement: (i) that all the remaining assets of the corporation, if any, have been distributed as provided in the Nonprofit Corporation Law of 1988; or (ii) that the corporation has elected to proceed under Subchapter H and that any remaining assets of the corporation will be distributed as provided in that subchapter. (7) In the case of a corporation that has not elected to proceed under Subchapter H, a statement that no actions or proceedings are pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment or decree that may be obtained against the corporation in each pending action or proceeding. (8) In the case of a corporation that has not elected to proceed under Subchapter H, a statement that notice of the winding-up proceedings of the corporation was mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which the corporation has a place of business in this Commonwealth. (c) Effect.--Upon the filing of the articles of dissolution in the department, the existence of the corporation shall cease. (d) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5978 — “(a) Winding up and distribution.--Every nonprofit corporation that is dissolved by expiration of its period of duration or otherwise shall, nevertheless, continue to exist for the purpose of winding up its affairs, prosecuting and defending actions or proceedings by or against it, collecting and discharging obligations, disposing of and conveying its property and collecting and dividing its assets, but not for the purpose of continuing business except insofar as necessary for the winding up of the corporation. The board of directors or other body of the corporation may continue as such and shall have full power to wind up the affairs of the corporation. (b) Standard of care of directors, members of an other body and officers.--The dissolution of the corporation shall not subject its directors, members of an other body or officers to standards of conduct different from those prescribed by or pursuant to Chapter 57 (relating to officers, directors and members). Directors and members of an other body of a dissolved corporation who have complied with section 5975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities) and governing persons of a successor entity who have complied with Subchapter H shall not be personally liable to the creditors or claimants of the dissolved corporation.” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5727 — “(a) General rule.--Unless otherwise provided in the bylaws, a majority of the directors in office of a nonprofit corporation shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the board of directors. (b) Action by consent.--Unless otherwise restricted in the bylaws, any action required or permitted to be approved at a meeting of the directors may be approved without a meeting if one or more consents to the action in record form. Except as provided in subsection (c), the consents must be signed, before, on or after the effective time of the action by all of the directors in office at the effective time. The consent or consents must be filed with the secretary of the corporation. (c) Effectiveness of consent.--A consent may provide, or a person signing a consent, whether or not then a director, may instruct in record form, that the consent will be effective at a future time, including a time determined upon the happening of an event. In the case of a consent signed by a person not a director at the time of signing, the consent is effective at the stated effective time if the person who signed the consent is a director at the effective time and did not revoke the consent in record form prior to the effective time. A consent is effective at the stated effective time even if one or more signers are no longer directors at the effective time unless the consent has been revoked by a signer who is a director at the effective time. A signer of a consent may revoke the signer's consent in record form until the consent becomes effective.” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5704 — “(a) Place.--Meetings of members may be held at a geographic location within or without this Commonwealth as may be provided in or fixed pursuant to the bylaws. Authority to provide for the location of a meeting of the members includes the authority to determine to hold a meeting solely by means of electronic technology in accordance with section 5708 (relating to use of conference telephone or other electronic technology), notwithstanding that the authority may refer to one or more geographic locations. Unless otherwise provided in or fixed pursuant to the bylaws, all meetings of the members that are not held solely by means of electronic technology shall be held at the executive office of the corporation wherever situated. (b) Notice.--Notice in record form of every meeting of the members shall be given by, or at the direction of, the secretary or other authorized person to each member of record entitled to vote at the meeting at least: (1) ten days prior to the day named for a meeting that will consider a transaction under Chapter 3 (relating to entity transactions) or a fundamental change under Chapter 59 (relating to amendments, sale of assets and dissolution); or (2) five days prior to the day named for the meeting in any other case. (c) Contents.--In the case of a special meeting of the members, the notice shall specify the general nature of the business to be transacted, and in all cases the notice shall comply with the express requirements of this subpart. The corporation shall not have a duty to augment the notice. (d) Alternative authority.--If the secretary or other authorized person does not give notice of a meeting within a reasonable time, a person calling the meeting may do so.” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5756 — “(a) General rule.--A meeting of members of a nonprofit corporation duly called shall not be organized for the transaction of business unless a quorum is present. Unless otherwise provided in a bylaw adopted by the members: (1) A quorum for the purposes of consideration and action on a particular matter at a meeting shall consist of: (i) the presence of members entitled to cast at least a majority of the votes that all members are entitled to cast on the matter; and (ii) if any members are entitled to vote as a class on the matter, the presence of members entitled to cast at least a majority of the votes entitled to be cast in the class vote. (2) The members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. (3) If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided in this subpart, adjourn the meeting to a time and place they may determine. (b) Exceptions.--Notwithstanding any contrary provision in the articles or bylaws, those members entitled to vote who attend a meeting of members: (1) At which directors are to be elected that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in this section or in the bylaws, shall nevertheless constitute a quorum for the purpose of electing directors. (2) That has been previously adjourned for one or more periods aggregating at least 15 days because of an absence of a quorum, although less than a quorum as fixed in this section or in the bylaws, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those members who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5757 — “(a) General rule.--Except as otherwise provided in this title or in a bylaw adopted by the members, whenever any corporate action is to be taken by vote of the members of a nonprofit corporation, it shall be authorized upon receiving the affirmative vote of a majority of the votes cast by the members entitled to vote thereon and, if any members are entitled to vote thereon as a class, upon receiving the affirmative vote of a majority of the votes cast by the members entitled to vote as a class. (b) Changes in required vote.--Whenever a provision of this title requires a specified number or percentage of votes of members or of a class of members for the taking of any action, a nonprofit corporation may prescribe in a bylaw adopted by the members that a higher number or percentage of votes shall be required for the action. The number or percentage of members necessary to call a special meeting of members or to petition for the proposal of an amendment of articles under this subpart may not be increased under this subsection. See sections 5504(d) (relating to adoption, amendment and contents of bylaws) and 5914(d) (relating to adoption of amendments). (c) Expenses.--Unless otherwise restricted in the articles, the corporation shall pay the reasonable expenses of solicitation of votes, proxies or consents of members by or on behalf of the board of directors or its nominees for election to the board, including solicitation by professional proxy solicitors and otherwise, and may pay the reasonable expenses of a solicitation by or on behalf of other persons. (d) Cross reference.--See section 322 (relating to approval by nonprofit corporation).” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5766 — “(a) Unanimous consent.--Unless otherwise restricted in the bylaws, any action required or permitted to be taken at a meeting of the members or of a class of members of a nonprofit corporation may be taken without a meeting if a consent or consents to the action in record form are signed, before, on or after the effective time of the action by all of the members who would be entitled to vote at a meeting for that purpose. The consent or consents must be filed with the minutes of the proceedings of the members. (b) Partial consent.--If the bylaws so provide, any action required or permitted to be taken at a meeting of the members or of a class of members may be taken without a meeting upon the signed consent of members who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all members entitled to vote thereon were present and voting. The consents must be filed in record form with the minutes of the proceedings of the members. (c) Notice of action by partial consent.--Unless the bylaws require notice before an action pursuant to subsection (b) takes effect, prompt notice that an action has been taken shall be given to each member entitled to vote on the action that has not consented. (d) Escrowing of consents.--A consent may provide, or a person signing a consent, whether or not then a member, may instruct in record form that the consent will be effective at a future time, including a time determined upon the happening of an event. In the case of a consent signed by a person not a member at the time of signing, the consent is effective at the stated effective time if the person who signed the consent is a member at the effective time and did not revoke the consent in record form prior to the effective time. A consent is effective at the stated effective time, even if one or more signers are no longer members at the effective time if consents by members entitled to cast the required number of votes have not been revoked before the effective time. (e) Revocation of consent.--Unless otherwise provided in a consent, a signer of the consent may revoke the signer's consent in record form until it becomes effective.” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5109 — “(a) General rule.--Any document filed in the department under this title by a domestic or foreign nonprofit corporation subject to this subpart may be executed on behalf of the corporation by any one duly authorized officer of the corporation. The corporate seal may be affixed and attested, but the affixation or attestation of the corporate seal shall not be necessary for the due execution of any filing by a corporation under this title. (b) Cross reference.--See section 135 (relating to requirements to be met by filed documents). (c) Transitional provision.--(Deleted by amendment).” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 139 — “(a) Requirement.--Except as provided in subsection (c) or (d), clearance certificates from the Department of Revenue and the Department of Labor and Industry, evidencing the payment by the association of all taxes and charges due the Commonwealth required by law, must be delivered to the department for filing when any of the following is delivered to the department for filing: (1) Articles or a statement or certificate of merger merging a domestic association into a nonregistered foreign association. (2) Articles or a statement or certificate of conversion or domestication effecting a conversion or domestication of a domestic association into a nonregistered foreign association. (3) Articles of dissolution, a certificate of dissolution or termination or a statement of revival of a domestic association. (4) An application for termination of registration, statement of withdrawal or similar document by a registered foreign association. (5) Articles or a statement or certificate of division dividing a domestic association solely into foreign associations. (b) Tax clearance in judicial proceedings.--Until the clearance certificates described in subsection (a) have been filed with the court: (1) The court shall not order the dissolution of a domestic business corporation, nonprofit corporation or business trust. (2) The court shall not approve a final distribution of the assets of a domestic general partnership, limited partnership, electing partnership or limited liability company if the court is supervising the winding up of the association. (c) Exceptions.--It shall not be necessary to file tax clearance certificates with the Department of State: (1) If clearance certificates are filed with the court as required under subsection (b). (2) With articles of dissolution under section 1971 (relating to voluntary dissolution by shareholders or incorporators) or 5971 (relating to voluntary dissolution by members or incorporators). (3) With a certificate of dissolution under section 8482(b)(2)(i) (relating to winding up and filing of certificates). (4) With a certificate of termination under section 8681.1 (relating to voluntary termination by partners). (5) With a certificate of dissolution under section 8872(b)(2)(i) (relating to winding up and filing of certificates). (6) With a certificate of termination under section 8878 (relating to voluntary termination by members or organizers). (d) Registration of foreign associations.--It shall not be necessary to deliver clearance certificates under subsection (a) if, simultaneously with the delivery of the articles, statement or certificate of merger, conversion, division or domestication: (1) the foreign association that is the surviving, converted or domesticated association registers to do business in this Commonwealth; or (2) at least one of the new foreign associations resulting from the division registers to do business in this Commonwealth.” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 135 — “(a) General rule.--A document shall be accepted for filing by the department if it satisfies the following requirements: (1) The document purports on its face to relate to matters authorized or required to be filed under this title or contains a caption indicating that relationship and, if no applicable statement has been prescribed under section 134 (relating to docketing statement), contains sufficient information to permit the department to prepare a docket record entry: (i) Identifying the name of the association or other person to which the document relates. (ii) Identifying the association or associations, if any, the existence of which is to be created, extended, limited or terminated by reason of the filing and the duration of existence of any such association. (iii) Specifying the date upon which the creation or termination of existence, if any, of the association or associations effected by the filing will take effect. (2) The document complies with any regulations promulgated by the department and is accompanied by any applicable statement prescribed under section 134. (3) In the case of a document that creates a new association or effects or reflects a change in name: (i) the document is accompanied by evidence that the proposed name has been reserved by or on behalf of the applicant; or (ii) the proposed name is available for use under the applicable standard established by this title and any other applicable provision of law. (4) In the case of any other document that sets forth a name or mark, the proposed name or mark is available for use under the applicable standard established by law. (5) All fees, taxes and certificates or statements relating thereto required by section 139 (relating to tax clearance of certain fundamental transactions) or otherwise have been tendered therewith. (6) All certificates and other instruments required by statute evidencing the consent or approval of any department, board, commission or other agency of this Commonwealth as a prerequisite to the filing of the document in the Department of State have been incorporated into, attached to or otherwise tendered with the document. (7) It is in record form and executed. The department shall not examine a document to determine whether the document has been signed by an authorized person or by sufficient authorized persons or otherwise is duly signed. (b) Attorney-in-fact.--Any person, other than an incorporator or officer of a corporation, as such, may sign a document by an attorney-in-fact or fiduciary. It shall not be necessary to present to or file in the department the original or a copy of any document evidencing the authority of an attorney-in-fact or fiduciary. (c) Addresses.-- (1) Whenever any provision of this title requires that any person set forth an address in any document, such provision shall be construed to require the submission of an actual street address or rural route box number, and the department shall refuse to receive or file any document that sets forth only a post office box address. (2) Whenever any provision of this title requires the statement of a registered office address in any document filed in the department, such provision shall be construed to require the statement also of the county in which the registered office address is located. (d) (Reserved). (e) Distinguishable names.--A name shall not be considered distinguishable upon the records of the department from another name for purposes of this title and 54 Pa.C.S. (relating to names) solely because the names differ from each other in any or all of the following respects: (1) Use of punctuation marks and of symbols or characters specified by regulation of the department under section 133(a)(3)(vi) (relating to powers of Department of State). (2) Use of a definite or indefinite article. (3) Use of any of the following terms to designate the status of an association: corporation, company, incorporated, limited, association, fund, syndicate, limited partnership, limited liability company, trust or business trust. This paragraph includes abbreviations, in any language, of the terms listed in this paragraph.” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 152 — “The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise: "Ancillary transaction." Includes: (1) preclearance of document; (2) amendment of articles, charter, certificate or other organic document, restatement of articles, charter, certificate or other organic document; (3) dissolution, cancellation or termination of an association; (4) withdrawal or transfer of registration by foreign association; (5) dissociation as a partner; (5.1) statement or certificate of authority and denial or negation of authority; (6) any transaction similar to any item listed in paragraphs (1) through (5.1); (6.1) withdrawal, abandonment or termination of a document which has been delivered to the department for filing but has not yet become effective; or (7) delivery to the department for filing in, by or with the department or the Secretary of the Commonwealth of any articles, statements, proceedings, agreements or any similar papers affecting associations under the statutes of this Commonwealth for which a specific fee is not set forth in section 153 (relating to fee schedule) or other applicable statute. "Bureau." (Deleted by amendment).” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 5547 — “(a) General rule.--Every nonprofit corporation incorporated for a charitable purpose or purposes may take, receive and hold such real and personal property as may be given, devised to, or otherwise vested in such corporation, in trust, for the purpose or purposes set forth in its articles. The board of directors or other body of the corporation shall, as trustees of such property, be held to the same degree of responsibility and accountability as if not incorporated, unless a less degree or a particular degree of responsibility and accountability is prescribed in the trust instrument, or unless the board of directors or such other body remain under the control of the members of the corporation or third persons who retain the right to direct, and do direct, the actions of the board or other body as to the use of the trust property from time to time. (b) Nondiversion of certain property.--Property committed to charitable purposes shall not, by any proceeding under Chapter 3 (relating to entity transactions) or 59 (relating to amendments, sale of assets and dissolution) or otherwise, be diverted from the objects to which it was donated, granted or devised, unless and until the board of directors or other body obtains from the court an order under 20 Pa.C.S. Ch. 77 (relating to trusts) specifying the disposition of the property.” Official source. Accessed 2026-09-29.

• 15 Pa.C.S. § 153(a)(1) — “(a) General rule.--The nonrefundable fees of the bureau, including fees for the public acts and transactions of the Secretary of the Commonwealth administered through the bureau, shall be as follows: (1) Domestic corporations: (i) Articles of incorporation, letters patent or similar instruments incorporating a corporation. $125 (ii) Each ancillary transaction............... 70” Official source. Accessed 2026-09-29.

• Pennsylvania DOS Articles of Dissolution DSCB:15-1977/5977, fee instruction — “The nonrefundable filing fee for this form is $70 made payable to the Department of State.” Official source. Accessed 2026-09-29.