JURISDICTION-SUBJECT MATTER-DEREGISTRATION UNDER CHINESE LAW

Chongqing Bioengineering v. Conrex Pharm., No. 2747(Pa. Super., November 1, 2024) (Kunselman, J.)
OPINION BY KUNSELMAN, J.
In this international-commerce case, the Plaintiff, Chongqing Kangning Bioengineering Co., Ltd. (“CKB”), and its Shareholders, Zou Xiaopng and Zhou Bangli, appeal from the order dismissing CKB’s complaint against Conrex Pharmaceutical Corp. Following a bench trial, the Court of Common Pleas of Chester County ruled that it lost subject-matter jurisdiction after CKB deregistered under Chinese law. Because deregistration (or dissolution) of a business entity has no bearing on subject-matter jurisdiction, we reverse and remand for further proceedings.
This Court has held that the corporate dissolution (or its deregistration, as the process is referred to in China) of a litigant has no ramification upon pending litigation in this Commonwealth. As we explained:
At common law, the dissolution of a corporation was its civil death; dissolution immediately abated all actions by and against a corporation and ended its capacity to sue or be sued. In Pennsylvania, under the Act of May 21, 1881, P.L. 30, and its amendments, dissolved corporations could “bring suits, and maintain and defend suits already brought, for the protection and possession of their property, and the collection of debts and obligations owing to, or by, them.”
Thus, under the common law, the dissolution of a business entity caused an abatement ab initio of any action to which the business entity was a party. It did not – and never has – stripped the court of subject-matter jurisdiction. If dissolution of a business entity had such a result, the trial court would, forever thereafter, be incompetent to hear any cases from the same class as the case to which the dissolved business was a party. Surely, the Court of Common Pleas of Chester County may continue to hear and pass judgment upon any contract action, even though CKB ceased its commercial operations during the pendency of this litigation.
• Corporate dissolution or deregistration has no ramification upon pending litigation in the commonwealth.
• Dissolution traditionally does not and never has stripped the Court of subject matter jurisdiction.