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Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 5553. Liabilities of members

Current as of January 01, 2026 | Updated by Findlaw Staff

(a) General rule.--A member of a nonprofit corporation shall not be liable, solely by reason of being a member, under an order of a court or in any other manner for a debt, obligation or liability of the corporation of any kind or for the acts of any member or representative of the corporation.

(b) Obligations of member to corporation.--A member shall be liable to the corporation only to the extent of any unpaid portion of the capital contributions, membership dues or assessments which the corporation may have lawfully imposed upon him, or for any other indebtedness owed by him to the corporation.  No action shall be brought by any creditor of the corporation to reach and apply any such liability to any debt of the corporation until after:

(1) final judgment has been rendered against the corporation in favor of the creditor and execution thereon returned unsatisfied;

(2) a case involving the corporation has been brought under 11 U.S.C. Ch. 7 (relating to liquidation) and a distribution has been made and the case closed or a notice of no assets has been issued;  or

(3) a receiver has been appointed with power to collect debts, and the receiver, on demand of a creditor to bring an action thereon, has refused to sue for the unpaid amount, or the corporation has been dissolved or ceased its activities leaving debts unpaid.

(c) Action by a creditor.--An action by a creditor under subsection (b) shall not be brought more than three years after the happening of the first to occur of the events listed in subsection (b)(1) through (3).

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Cite this article: FindLaw.com - Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 5553. Liabilities of members - last updated January 01, 2026 | https://codes.findlaw.com/pa/title-15-pacsa-corporations-and-unincorporated-associations/pa-csa-sect-15-5553/

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