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Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 5767. Appointment of custodian of corporation on deadlock or other cause

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

(a) General rule.--Upon application of any member, the court may appoint one or more persons to be custodians of and for any nonprofit corporation when it appears that:

(1) at any meeting for the election of directors or members of an other body, the members are so divided that they have failed to elect successors to those whose terms have expired or would have expired upon the qualification of their successors;  or

(2) any of the conditions specified in section 5981 (relating to proceedings upon application of member or director), other than that it is beneficial to the interest of the members that the corporation be wound up and dissolved, exist with respect to the corporation.

(a.1) Exception.--The court shall not appoint a custodian to resolve a deadlock if the members by agreement or otherwise have provided for the appointment of a provisional director or member of an other body or other means for the resolution of the deadlock, but the court shall enforce the remedy so provided, if appropriate.

(b) Power and title of custodian.--A custodian appointed under this section shall have all the power and title of a receiver appointed under Subchapter G of Chapter 59   1 (relating to involuntary liquidation and dissolution), but the authority of the custodian shall be to continue the business of the corporation and not to liquidate its affairs and distribute its assets except when the court shall otherwise order.

(c) Cross reference.--See section 6145 (relating to applicability of certain safeguards to foreign domiciliary corporations).

1  15 Pa.C.S.A. § 5981 et seq.
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Cite this article: FindLaw.com - Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 5767. Appointment of custodian of corporation on deadlock or other cause - last updated January 01, 2026 | https://codes.findlaw.com/pa/title-15-pacsa-corporations-and-unincorporated-associations/pa-csa-sect-15-5767/

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