5930 - Voluntary transfer of corporate assets. - Pennsylvania Statutes

§ 5930. Voluntary transfer of corporate assets. (a) General rule.--A nonprofit corporation shall not sell, lease away or exchange all, or substantially all, its property and assets, with or without good will, unless and until a plan of sale, lease or exchange of assets with respect thereto shall have been adopted by the corporation in the manner provided in this subchapter with respect to the adoption of a plan of merger. In order to make effective any plan of sale, lease or exchange of assets so adopted it shall not be necessary to file any articles or other document in the Department of State, but the corporation shall comply with the requirements of section 5547(b) (relating to nondiversion of certain property). (b) Exceptions.--Subsection (a) of this section shall not apply to a sale, lease away or exchange of all, or substantially all, the property and assets of a corporation when made in connection with the dissolution or liquidation of the corporation. Such a transaction shall be governed by the provisions of Subchapter F (relating to voluntary dissolution and winding up) or Subchapter G (relating to involuntary liquidation and dissolution), as the case may be. (c) Mortgage.--A mortgage or pledge shall not be deemed a sale, lease or exchange for the purposes of this section. (d) Restrictions.--Nothing in this section shall be construed to authorize the conversion or exchange of assets in fraud of corporate creditors or in violation of law. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989) 1988 Amendment. Act 177 amended subsecs. (a) and (b). Cross References. Section 5930 is referred to in section 5953 of this title.