How does Pennsylvania's corporation code differ from MBCA states?

Pennsylvania has distinctive pre-MBCA heritage. The PBCL uses some older terminology and procedural details that differ from the Model Business Corporation Act. Pennsylvania counsel should review specific provisions, but the substantive requirements largely parallel modern practice.

Does Pennsylvania have unique conflict-of-interest provisions?

15 Pa. C.S. § 1728 follows the safe-harbor approach: disclosure plus disinterested-director or shareholder approval, or fairness to the corporation. Pennsylvania case law has applied this consistently.

Are electronic filings accepted for this jurisdiction?

Yes. The Pennsylvania Department of State (Bureau of Corporations) typically offers an online portal for filings and lookups. Electronic filings are usually processed faster than paper. Verify current options on the registry's website.

United States · Pennsylvania

Directors' resolutions requirements in Pennsylvania (PBCL)

What a Pennsylvania corporation must know about directors' resolutions requirements under Pennsylvania Business Corporation Law, 15 Pa. C.S. § 1101 et seq.: statute citations, mechanics, and inspection rights.

Governing statute

Pennsylvania Business Corporation Law, 15 Pa. C.S. § 1101 et seq.

15 Pa. C.S. § 1727	Action without meeting
15 Pa. C.S. § 1726	Meetings
15 Pa. C.S. § 1728	Conflict-of-interest
15 Pa. C.S. § 1712	Duty of directors

At a glance

Action by unanimous written consent in lieu of a meeting is permitted under all 50 states' MBCA-framework statutes
Effective on the date of the last signature, unless otherwise specified
Conflict-of-interest rules require disclosure plus safe-harbor approval (disinterested directors or shareholders)
Resolutions filed in the corporate records; available for shareholder inspection under state rules
Electronic signatures permitted under each state's UETA-equivalent legislation

What the PBCL requires

15 Pa. C.S. § 1727 permits Pennsylvania corporations to act by unanimous written consent of directors. The PBCL's pre-MBCA heritage adds distinctive language, but the substantive requirements parallel modern practice.

Pennsylvania-specific considerations

Pennsylvania's PBCL has pre-MBCA heritage, with distinctive procedural language and some structural choices that differ from the Model Business Corporation Act framework. Pennsylvania counsel should review specific resolution drafts, certificate forms, and inspection demands to ensure compliance with Pennsylvania-specific rules.

Practical implications

For day-to-day corporate records management in Pennsylvania, the practical implications are mostly procedural: the corporation's bylaws and PBCL both apply. The general principles (records must be maintained, shareholders have inspection rights, annual filings are required where applicable) remain similar to other US jurisdictions, but the exact procedural details merit specific Pennsylvania counsel review.

In Octelligence

Directors' resolutions, drafted and signed in minutes.

Octelligence provides jurisdiction-specific resolution templates for every common board action. Electronic signatures by all directors, filed automatically to the corporate records.

See Digital Corporate Records

Back to directors' resolutions guide

Resolutions that hold up

Pass resolutions that survive diligence.

Templates per state, electronic signature, complete activity log, every resolution tied to its underlying transaction.

View pricing See how it works