Rule 2178.Actions between a corporation or similar entity and members thereof.
Adopted November 26, 1943 · Last amended December 16, 2003 · Last verified June 30, 2026
Full Text of Rule 2178
Plain-English Summary
An entity and its own members can meet in court on either side. An action may be prosecuted by a corporation or similar entity against one or more of its members, or against members together with persons who are not members. One or more members, alone or together with other persons who are not members, may prosecute an action against the entity. Under Rule 2176, “member” includes any shareholder.
The Official Note gives the rule its full reach: it is designed to apply to all actions between the entity and its members, including those in which an accounting has been asked. The entity appears in its corporate name under Rule 2177. Rules 2129 and 2154 give the same permission for partnerships and for unincorporated associations.
Frequently Asked Questions
Can a corporation sue its own members or shareholders?
Yes. It may sue one or more members, alone or together with others.
Official Note
Official Note: This rule is designed to apply to all actions between a corporation or similar entity and its members, including those actions in which an accounting has been asked.
Amendment History
The provisions of this Rule 2178 adopted November 26, 1943, effective August 1, 1944; amended December 16, 2003, effective July 1, 2004, 34 Pa.B. 9. Immediately preceding text appears at serial page (295864).