Pennsylvania § 1713 - Personal liability of directors.
Full text of Pennsylvania Pennsylvania Consolidated Statutes § 1713 — Personal liability of directors., with citation guidance and answers to common questions.
§ 1713. Personal liability of directors.
(a) General rule.--If a bylaw adopted by the shareholders of a business 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).
(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsec. (a)(1), relettered former subsec. (c) to subsec. (d) and added present subsec. (c).
1992 Amendment. Act 169 amended subsec. (b).
Cross References. Section 1713 is referred to in sections 1504, 1505, 1553, 3321, 3322 of this title.
Source: official Pennsylvania text · Last verified 2026-08-27
Frequently Asked Questions About Pennsylvania § 1713
What does Pennsylvania Consolidated Statutes § 1713 cover?
Section 1713 ("Personal liability of directors.") is part of the Pennsylvania Consolidated Statutes, the codified statutory law of Pennsylvania. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Pennsylvania § 1713?
A common citation format is "Pennsylvania Consolidated Statutes § 1713" (Pennsylvania). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Pennsylvania law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Pennsylvania official source linked on this page or consult a licensed Pennsylvania attorney.
How does Pennsylvania § 1713 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Pennsylvania can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Pennsylvania.