Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 2304. Additional contents of articles of statutory close corporations

(a) General rule.--In addition to the provisions otherwise required by this subpart, the articles of a statutory close corporation shall provide that neither the corporation nor any shareholder shall make an offering of any of its shares of any class that would constitute a “public offering” within the meaning of the Securities Act of 1933.

(b) Number or qualifications of shareholders.--The articles of a statutory close corporation may set forth:

(c) Aggregation of holdings.--Except as otherwise provided in the articles, for purposes of determining the number of holders of record or beneficial owners of the shares of a statutory close corporation, shares that are held jointly or in common or in a trust, by two or more persons, as fiduciaries or otherwise, or that are held by spouses, shall be treated as held by one shareholder.