Rule 2176.Definitions.

Adopted November 26, 1943 · Last amended December 16, 2003 · Last verified June 30, 2026

In one sentenceRule 2176 defines a “corporation or similar entity” broadly, reaching corporations, insurance exchanges, joint stock companies, limited liability companies, professional associations, business trusts and any association treated as distinct from its members, but not the Commonwealth, political subdivisions, partnerships or unincorporated associations.

Full Text of Rule 2176

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As used in this chapter ‘‘action’’ means any civil action or proceeding brought in or appealed to any court which is subject to these rules; ‘‘corporation or similar entity’’ includes any public, quasi-public or private corporation, insurance association or exchange, joint stock company or association, limited liability company, professional association, business trust, or any other association which is regarded as an entity distinct from the members composing the association, but does not include the Commonwealth of Pennsylvania, a political subdivision as defined in Rule 76, a partnership as defined in Rule 2126, or an unincorporated association as defined in Rule 2151; ‘‘corporate name’’ means any name, real or fictitious, under which a corporation or similar entity was organized, or conducts business, whether or not such name has been filed or registered; ‘‘executive officer’’ means a chairman, president, vice-president, treasurer, secretary, general manager, or any like officer of a corporation or similar entity; ‘‘member’’ includes any shareholder in a corporation or similar entity.

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Plain-English Summary

A “corporation or similar entity” includes any public, quasi-public or private corporation, insurance association or exchange, joint stock company or association, limited liability company, professional association, business trust, or any other association regarded as an entity distinct from its members. It excludes the Commonwealth, a political subdivision as defined in Rule 76, a partnership as defined in Rule 2126, and an unincorporated association as defined in Rule 2151. The Official Note stresses the breadth: the term includes all associations and business entities regarded as separate from their members, and no attempt was made to list every class of private corporation it covers.

Three more definitions support the chapter. The “corporate name” is any name, real or fictitious, under which the entity was organized or conducts business, filed or not. An “executive officer” is a chairman, president, vice-president, treasurer, secretary, general manager or like officer. A “member” includes any shareholder. Rule 2177 then has the entity sue and be sued in its corporate name, Rule 2178 allows actions between the entity and its members, and Rule 2179 sets venue.

Frequently Asked Questions

What does the corporations chapter define?

Its key terms, including that an 'action' means any civil action or proceeding subject to these rules.

Official Note

Official Note: The term ‘‘corporation or similar entity’’ as defined above includes all associations and business entities which are regarded as separate and distinct from their members. No attempt has been made to enumerate all the various classes of private corporations falling within the definition.

Amendment History

The provisions of this Rule 2176 adopted November 26, 1943, effective August 1, 1944; amended January 12, 2001, effective July 1, 2001, 31 Pa.B. 137; amended December 16, 2003, effective July 1, 2004, 34 Pa.B. 9. Immediately preceding text appears at serial page (295863).

Source & verification. Rule text, the Official Note, and the amendment history are reproduced verbatim from the Pennsylvania Code, Title 231, the official compilation of rules adopted by the Supreme Court of Pennsylvania. Last verified June 30, 2026. · Official text

Also known as: corporations as parties definitionscorporate party actionentity litigant definition