Pennsylvania § 2321 - Shares.
Full text of Pennsylvania Pennsylvania Consolidated Statutes § 2321 — Shares., with citation guidance and answers to common questions.
§ 2321. Shares.
(a) Uncertificated shares prohibited.--A statutory close corporation shall not issue uncertificated shares.
(b) Preemptive rights.--
(1) Unless otherwise provided in a bylaw adopted by the shareholders, the holders of any class of voting shares of a statutory close corporation shall have a preemptive right to subscribe for or purchase any voting shares (or any option rights or securities having conversion or option rights with respect to any voting shares) issued or sold by the corporation for any form of consideration.
(2) Paragraph (1) shall not apply to any issue of voting shares (or of any option rights or securities having conversion or option rights with respect to such voting shares) pursuant to a plan to which Subchapter D of Chapter 15 (relating to dissenters rights) is applicable.
(c) Notice of statutory close corporation status.--A legend in substantially the following form shall be set forth conspicuously on each share certificate issued by a statutory close corporation:
The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, agreements among shareholders or other documents, which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation.
This notice shall satisfy all requirements of this subpart that notice of transfer or other restrictions or relative rights be given. All persons claiming an interest in shares of a statutory close corporation:
(1) Complying with the notice requirement of this section shall be bound by the documents referred to in the notice.
(2) Not complying with the requirement of this section shall be bound only by any documents of which they, or any person through whom they claim, have knowledge or notice.
Cross References. Section 2321 is referred to in sections 1504, 1528, 1530, 2301, 2308, 2332, 2337 of this title.
Frequently Asked Questions About Pennsylvania § 2321
What does Pennsylvania Consolidated Statutes § 2321 cover?
Section 2321 ("Shares.") 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 § 2321?
A common citation format is "Pennsylvania Consolidated Statutes § 2321" (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 § 2321 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.