§ 27.3. Additional contents of articles of statutory close corporations.
(a) Section 2304 of the BCL (relating to additional contents of articles of statutory close corporations) provides that in addition to the provisions otherwise required by the BCL, the articles of a statutory close corporation shall provide that neither the corporation nor a shareholder may make an offering of its shares of any class that would constitute a public offering within the meaning of the Securities Act of 1933 (15 U.S.C.A. § § 77a77aa) and that the articles of a statutory close corporation may set forth:
(1) The maximum number of persons who are entitled to be record holders or beneficial owners of its shares.
(2) The qualifications of shareholders, either by specifying classes of persons who shall be entitled to be holders of record of shares of any class or by specifying classes of persons who are not entitled to be holders of shares of a class, or both.
(b) Except as otherwise provided, for purposes of determining the number of holders of record or beneficial owners of the shares of a statutory close corporation, shares that are held jointly or in common or in a trust, by two or more persons, as fiduciaries or otherwise, or which are held by spouses, shall be treated as held by one shareholder.
The provisions of this § 27.3 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.
This section cited in 19 Pa. Code § 27.5 (relating to voluntary termination of statutory close corporation status); and 19 Pa. Code § 27.6 (relating to filings with respect to breach and cure of qualifying conditions).
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