15 Pa. C.S. § 102
"Act" or "action." Includes failure to act.
"Affiliate." A person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with a specified person.
"Associate." When used to indicate a relationship with any person:
"Association." A corporation for profit or not-for-profit, a partnership, a limited liability company, a business or statutory trust, an entity or two or more persons associated in a common enterprise or undertaking. The term does not include:
"Banking institution." An institution as defined in section 102(r) of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.
"Bureau." The Bureau of Corporations and Charitable Organizations of the Department of State.
"Business corporation." A domestic or foreign business corporation as defined in section 1103 (relating to definitions), whether or not it is a cooperative corporation.
"Business trust." A trust subject to Chapter 95 (relating to business trusts).
"Charitable purposes." The relief of poverty, the advancement and provision of education, including postsecondary education, the advancement of religion, the prevention and treatment of disease or injury, including mental retardation and mental disorders, governmental or municipal purposes and any other purpose the accomplishment of which is recognized as important and beneficial to the public.
"Conversion." A transaction authorized by Subchapter E of Chapter 3 (relating to conversion).
"Cooperative corporation." A domestic corporation that is subject to Subpart D of Part II (relating to cooperative corporations), or a foreign corporation that is subject to a similar law of a foreign jurisdiction.
"Corporation for profit." A domestic or foreign corporation incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise, to its shareholders or members, whether or not it is a cooperative corporation.
"Corporation not-for-profit." A domestic or foreign corporation not incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise, whether or not it is a cooperative corporation.
"Court." Either:
"Credit union." A credit union as defined in 17 Pa.C.S. § 102 (relating to application of title).
"Department." The Department of State of the Commonwealth.
"Debtor in bankruptcy." A person that is the subject of:
"Dissenters rights." The rights and remedies provided by Subchapter D of Chapter 15 (relating to dissenters rights).
"Distributional interest." The right under the organic law of an entity that is not a corporation for profit or not-for- profit, or under the organic rules of such an entity, to receive distributions from the entity.
"Division." A transaction authorized by Subchapter F of Chapter 3 (relating to division).
"Domestic association." An association, the internal affairs of which are governed by the laws of this Commonwealth.
" Domestic banking institution. " A domestic association which is an institution as defined in section 102(r) of the act of November 30, 1965 (P.L.847, No.356) , known as the Banking Code of 1965.
"Domestic corporation." A corporation for profit or not-for-profit incorporated under the laws of this Commonwealth.
"Domestic corporation for profit." A corporation for profit incorporated under the laws of this Commonwealth.
"Domestic corporation not-for-profit." A corporation not-for-profit incorporated under the laws of this Commonwealth.
"Domestic entity." An entity, the internal affairs of which are governed by the laws of this Commonwealth.
"Domestic filing association." A domestic association, the formation of which requires the filing of a public organic record. The term does not include a general partnership that is also:
"Domestic filing entity." A domestic entity, the formation of which requires the filing of a public organic record. The term does not include a general partnership that is also:
" Domestic insurance corporation. " An insurance corporation as defined in section 3102 (relating to definitions).
" Domestic savings association. " [Deleted by 2014 Amendment.]
"Domestication." A transaction authorized by Subchapter G of Chapter 3 (relating to domestication).
"Electing partnership." An electing partnership as defined in section 8701(c) (relating to scope and definition).
"Electronic." Relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic or similar capabilities.
"Entity." A domestic or foreign:
" Execute. " When used with respect to authenticating or adopting a filing, document or other record, means "sign."
"Filing association." A domestic or foreign association, the formation of which requires the filing of a public organic record. The term does not include a general partnership that is also:
"Filing entity." A domestic or foreign entity, the formation of which requires the filing of a public organic record. The term does not include a general partnership that is also:
"Foreign association." An association that is not a domestic association.
"Foreign corporation for profit." A corporation for profit incorporated under any laws other than those of this Commonwealth.
"Foreign corporation not-for-profit." A corporation not-for-profit incorporated under any laws other than those of this Commonwealth.
"Foreign entity." An entity that is not a domestic entity.
"Foreign filing association." A foreign association, the formation of which requires the filing of a public organic record.
"Fraternal benefit society." A fraternal benefit society as defined in section 2403 of the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921.
"General partnership." Either of the following:
"Governance interest." A right under the organic law or organic rules of an association that is not a corporation for profit or not-for-profit, other than as a governor, agent, assignee or proxy, to:
"Governor." A person by or under whose authority the powers of an association are exercised and under whose direction the activities and affairs of the association are managed pursuant to the organic law and organic rules of the association. The term includes:
"Health maintenance organization." An entity that is subject to the act of December 29, 1972 (P.L.1701, No.364), known as the Health Maintenance Organization Act.
"Hospital plan corporation." A hospital plan corporation as defined in 40 Pa.C.S. § 6101 (relating to definitions).
"Insurance corporation." An insurance corporation as defined in section 3102 (relating to definitions).
"Interest." A share in a corporation for profit, a membership or share in a corporation not-for-profit, a governance interest or a distributional interest. The term includes the following:
"Interest exchange." A transaction authorized by Subchapter D of Chapter 3 (relating to interest exchange).
"Interest holder." A direct or record holder of an interest. The term includes the following:
"Internal Revenue Code of 1986." The Internal Revenue Code of 1986 ( Public Law 99-514, 26 U.S.C. § 1 et seq.).
"Jurisdiction." When used to refer to a political entity, the United States, a state, a foreign country or a political subdivision of a foreign country.
"Jurisdiction of formation." The jurisdiction whose law includes the organic law of an association.
"Licensed person." A natural person who is duly licensed or admitted to practice his profession by a court, department, board, commission or other agency of the Commonwealth or another jurisdiction to render a professional service that is or will be rendered by the association of which he is, or intends to become, a shareholder, partner, owner, director, officer, manager, member, employee or agent.
"Limited liability company." Either of the following:
"Limited liability limited partnership." A domestic or foreign limited partnership for which there is in effect:
"Limited liability partnership." A domestic or foreign general partnership for which there is in effect:
"Limited partnership." Either of the following:
"Merger." A transaction in which two or more merging associations are combined into a surviving association pursuant to a document filed by the department or similar office in another jurisdiction.
"Nonfiling association." An association that is not a filing association.
"Nonprofit corporation." A domestic or foreign nonprofit corporation as defined in section 5103 (relating to definitions), whether or not it is a cooperative corporation.
"Nonregistered foreign association." A foreign association that is not registered to do business in this Commonwealth pursuant to a filing with the department.
" Obligation. " Includes a note or other form of indebtedness, whether secured or unsecured.
" Officially publish. " Publish in two newspapers of general circulation in the English language in the county in which the registered office of the association is located or, in the case of a proposed association, will be located, one of which must be the legal newspaper, if any, designated by the rules of court for the publication of legal notices. If there is only one newspaper of general circulation in the county, advertisement in that newspaper is sufficient. If no other frequency is specified, the notice must be published one time. See section 109(a)(2) (relating to name of commercial registered office provider in lieu of registered address).
"Organic law." The laws of the jurisdiction of formation of an association governing its internal affairs.
"Organic rules." The public organic record and private organic rules of an association.
"Principal office." The principal executive office of an association, whether or not the office is located in this Commonwealth.
"Private organic rules." The rules that govern the internal affairs of an association, are binding on all its interest holders and are not part of its public organic record, if any. The term includes the following:
"Profession." Includes the performance of any type of personal service to the public that requires as a condition precedent to the performance of the service the obtaining of a license or admission to practice or other legal authorization from the Supreme Court of Pennsylvania or a licensing board or commission under the Bureau of Professional and Occupational Affairs in the Department of State. Except as otherwise expressly provided by law, this definition shall be applicable to this title only and shall not affect the interpretation of any other statute or any local zoning ordinance or other official document heretofore or hereafter enacted or promulgated.
"Professional association." An association as defined in section 9302 (relating to application of chapter).
"Professional health service corporation." A professional health service corporation as defined in 40 Pa.C.S. § 6302 (relating to definitions).
"Professional services." Any type of services that may be rendered by a member of a profession within the purview of his profession.
"Property." All property, whether real, personal or mixed, or tangible or intangible, or any right or interest therein, including rights under contracts and other binding agreements.
"Public organic record." The document the public filing of which by the department or a similar agency in another jurisdiction is required to form an association. The term includes any amendment or restatement of the document and includes the following:
"Receipt." Actual coming into possession.
"Receive." To actually come into possession.
"Recklessness." Conduct that involves a conscious disregard of a substantial and unjustifiable risk. The risk must be of such a nature and degree that, considering the nature and intent of the actor's conduct and the circumstances known to the actor, its conscious disregard involves a gross deviation from the standard of conduct that a reasonable person would observe in the actor's situation.
" Record form. " Inscribed on a tangible medium or stored in an electronic or other medium and retrievable in perceivable form.
"Representative." When used with respect to an association, joint venture, trust or other enterprise, a person occupying the position or discharging the functions of a director, officer, partner, manager, trustee, fiduciary, employee or agent, regardless of the name or title by which the person may be designated. The term does not imply that a director, as such, is an agent of a corporation.
"Registered corporation." A corporation defined in section 2502 (relating to registered corporation status).
"Registered foreign association." A foreign association that is registered to do business in this Commonwealth pursuant to a filing in the department.
"Restricted professional services." The following professional services: chiropractic, dentistry, law, medicine and surgery, optometry, osteopathic medicine and surgery, podiatric medicine, public accounting, psychology or veterinary medicine.
"Savings association." [Deleted by 2014 Amendment.]
" Sign. " With present intent to authenticate or adopt information in record form:
"Transfer." Includes:
"Type." When used with respect to an association, a generic form:
"Unincorporated nonprofit association." A nonprofit association as defined in section 9112 (relating to definitions).
"Verified." Includes an unsworn document containing a statement by the signatory that is made subject to the penalties of 18 Pa.C.S. § 4904 (relating to unsworn falsification to authorities).
15 Pa.C.S. § 102