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§ 513. Personal liability of directors

Purdon's Pennsylvania Statutes and Consolidated StatutesTitle 15 Pa.C.S.A. Corporations and Unincorporated AssociationsEffective: January 3, 2023

Purdon's Pennsylvania Statutes and Consolidated Statutes
Title 15 Pa.C.S.A. Corporations and Unincorporated Associations (Refs & Annos)
Part II. Corporations (Refs & Annos)
Subpart A. Corporations Generally
Chapter 5. Corporations
Subchapter B. Fiduciary Duty and Indemnification
Effective: January 3, 2023
15 Pa.C.S.A. § 513
§ 513. Personal liability of directors
Currentness
(a) General rule.--If a bylaw adopted by the shareholders entitled to vote or members entitled to vote of a domestic corporation so provides, a director shall not be personally liable, as such, for monetary damages for any action taken unless:
(1) the director has breached or failed to perform the duties of a director under this subchapter; and
(2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
(b) Exceptions.--Subsection (a) shall not apply to:
(1) the responsibility or liability of a director pursuant to any criminal statute; or
(2) the liability of a director for the payment of taxes pursuant to Federal, State or local law.
(c) Application.--An amendment or repeal of a provision adopted under subsection (a) does not affect its application with respect to an act by a director occurring before the amendment or repeal unless the provision in effect at the time of the act explicitly authorizes its amendment or repeal after an act has occurred.
(d) Cross reference.--See 42 Pa.C.S. § 8332.5 (relating to corporate representatives).

Credits

1990, Dec. 19, P.L. 834, No. 198, § 102, imd. effective. Amended 2022, Nov. 3, P.L. 1791, No. 122, § 25, effective in 60 days [Jan. 3, 2023].
15 Pa.C.S.A. § 513, PA ST 15 Pa.C.S.A. § 513
Current through Act 13 of the 2024 Regular Session. Some statute sections may be more current, see credits for details.
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