Pennsylvania Consolidated Statutes

CORPORATIONS AND UNINCORPORATED ASSOCIATIONS (TITLE 15)

PART II. CORPORATIONS
SUBPART A. CORPORATIONS GENERALLY

CHAPTER 5. CORPORATIONS

§ 513. Personal liability of directors.

(a) General rule.-If a bylaw adopted by the shareholders entitled to vote or members entitled to vote of a domestic 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 his office under this subchapter; and
2. the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

(b) Exception.-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) Cross reference.-See 42 Pa.C.S. section 8332.5 (relating to corporate representatives).

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