{"data":{"id":"us-pa/15-pa.c.s.-6145","jurisdiction":"us-pa","citation":"15 Pa.C.S. § 6145","heading":"Applicability of certain safeguards to foreign domiciliary corporations.","body":"(a) Application.--(Deleted by amendment).\n(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.\n(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:\nSection 5504(b) (relating to adoption and contents of bylaws).\nSection 5508 (relating to corporate records; inspection by members).\nSection 5554 (relating to annual report of directors or other body).\nSection 5743 (relating to mandatory indemnification).\nSection 5755 (relating to time of holding meetings of members).\nSection 5758(e) (relating to voting rights of members).\nSection 5759(c) (relating to voting and other action by proxy).\nSection 5765 (relating to judges of election).\nSection 5767 (relating to appointment of custodian of corporation on deadlock or other cause).\nSection 5769(b) (relating to termination and transfer of membership).\nChapter 59 (relating to fundamental changes).\nFor 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.\n(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.","path":["Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS","PART II CORPORATIONS","SUBPART C NONPROFIT CORPORATIONS","ARTICLE C FOREIGN NONPROFIT CORPORATIONS","CHAPTER 61 FOREIGN NONPROFIT CORPORATIONS","SUBCHAPTER C POWERS, DUTIES AND LIABILITIES"],"source_url":"https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM\u0026ttl=15\u0026div=0\u0026chpt=61\u0026sctn=45\u0026subsctn=0","current_through":"2026-07-28 (Statute Update stamp, 15 Pa.C.S.)","vintage":"","retrieved_at":"2026-09-02T16:31:13Z","sha256":"c916b9fab1b8d849e3942b8f7cc9b4bcaf97171c33b2d581f6c69b9bc6bcd8b8","source_id":"us-pa","stale":false,"prev":"us-pa/15-pa.c.s.-6144","next":"us-pa/15-pa.c.s.-6146"},"notice":"GroundRules: Original legal text. Not legal advice."}