An action may be prosecuted by a corporation or similar entity against one or more of the members thereof, or against members together with persons not members; or by one or more members, or by members together with other per- sons not members, against the corporation or similar entity.
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
In one sentenceRule 2178 lets a corporation or similar entity sue one or more of its members, alone or together with others.
Full Text of Rule 2178
Plain-English Summary
A corporation can pursue claims against its own members — shareholders or the like. This rule lets the entity prosecute an action against one or more of its members, or against those members together with other persons, so internal claims can be litigated.
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).
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: corporation sues memberactions between corporation and membersshareholder suit