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TABLE OF CONTENTS

 

TITLE 15

CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

 

PART I.  PRELIMINARY PROVISIONS

 

Chapter 1.  General Provisions

 

Subchapter A.  Preliminary Provisions

 

§ 101.  Short title and application of title.

§ 102.  Definitions.

§ 103.  Subordination of title to regulatory laws.

§ 104.  Equitable remedies.

§ 105.  Fees.

§ 106.  Effect of filing papers required to be filed.

§ 107.  Form of records.

§ 108.  Change in location or status of registered office provided by agent.

§ 109.  Name of commercial registered office provider in lieu of registered address.

§ 110.  Supplementary general principles of law applicable.

§ 111.  Relation of title to Electronic Signatures in Global and National Commerce Act.

§ 112.  Receipt of electronic communications.

§ 113.  Delivery of document.

 

Subchapter B.  Functions and Powers of Department of State

 

§ 131.  Application of subchapter.

§ 132.  Functions of Department of State.

§ 133.  Powers of Department of State.

§ 134.  Docketing statement.

§ 135.  Requirements to be met by filed documents.

§ 136.  Processing of documents by Department of State.

§ 137.  Court to pass upon rejection of documents by Department of State.

§ 138.  Statement of correction.

§ 139.  Tax clearance of certain fundamental transactions.

§ 140.  Custody and management of orphan corporate and business records.

§ 141.  Abandonment of filing before effectiveness.

§ 142.  Effect of signing filings.

§ 143.  Liability for inaccurate information in filing.

§ 144.  Signing and filing pursuant to judicial order.

§ 145.  Subsistence certificate.

 

Subchapter C.  Corporation Bureau and UCC Fees

 

§ 151.  Short title and application of subchapter.

§ 152.  Definitions.

§ 153.  Fee schedule.

§ 154.  Enforcement and collection.

§ 155.  Disposition of funds.

§ 156.  References.

 

Subchapter D.  Domestication of Certain Alien Associations

 

§ 161.  Domestication of certain alien associations.

§ 162.  Contingent domestication of certain alien associations (Repealed).

 

Chapter 2.  Entities Generally

 

Subchapter A.  Names

 

§ 201.  Definitions.

§ 202.  Requirements for names generally.

§ 203.  Corporation names.

§ 204.  Partnership and limited liability company names.

§ 205.  Business trust names.

§ 206.  Requirements for foreign association names.

§ 207.  Required name changes by senior associations.

§ 208.  Reservation of name.

§ 209.  Registration of name of nonregistered foreign association.

 

Subchapter B.  (Reserved)

 

Chapter 3.  Entity Transactions

 

Subchapter A.  Preliminary Provisions

 

§ 311.  Short title of chapter.

§ 312.  Definitions.

§ 313.  Relationship of chapter to other provisions of law.

§ 314.  Regulatory conditions and required notices and approvals.

§ 315.  Nature of transactions.

§ 316.  Contents of plan.

§ 317.  Contractual dissenters rights in entity transactions.

§ 318.  Excluded entities and transactions.

§ 319.  Party to plan or transaction.

§ 320.  Submission of matters to interest holders.

 

Subchapter B.  Approval of Entity Transactions

 

§ 321.  Approval by business corporation.

§ 322.  Approval by nonprofit corporation.

§ 323.  Approval by general partnership.

§ 324.  Approval by limited partnership.

§ 325.  Approval by limited liability company.

§ 326.  Approval by professional association.

§ 327.  Approval by business trust.

§ 328.  Approval by unincorporated nonprofit association.

§ 329.  Special treatment of interest holders.

§ 330.  Alternative means of approval of transactions.

 

Subchapter C.  Merger

 

§ 331.  Merger authorized.

§ 332.  Plan of merger.

§ 333.  Approval of merger.

§ 334.  Amendment or abandonment of plan of merger.

§ 335.  Statement of merger; effectiveness.

§ 336.  Effect of merger.

 

Subchapter D.  Interest Exchange

 

§ 341.  Interest exchange authorized.

§ 342.  Plan of interest exchange.

§ 343.  Approval of interest exchange.

§ 344.  Amendment or abandonment of plan of interest exchange.

§ 345.  Statement of interest exchange; effectiveness.

§ 346.  Effect of interest exchange.

 

Subchapter E.  Conversion

 

§ 351.  Conversion authorized.

§ 352.  Plan of conversion.

§ 353.  Approval of conversion.

§ 354.  Amendment or abandonment of plan of conversion.

§ 355.  Statement of conversion; effectiveness.

§ 356.  Effect of conversion.

 

Subchapter F.  Division

 

§ 361.  Division authorized.

§ 362.  Plan of division.

§ 363.  Approval of division.

§ 364.  Division without interest holder approval.

§ 365.  Amendment or abandonment of plan of division.

§ 366.  Statement of division; effectiveness.

§ 367.  Effect of division.

§ 368.  Allocation of liabilities in division.

 

Subchapter G.  Domestication

 

§ 371.  Domestication authorized.

§ 372.  Plan of domestication.

§ 373.  Approval of domestication.

§ 374.  Amendment or abandonment of plan of domestication.

§ 375.  Statement of domestication; effectiveness.

§ 376.  Effect of domestication.

 

Chapter 4.  Foreign Associations

 

Subchapter A.  General Provisions

 

§ 401.  Application of chapter.

§ 402.  Governing law.

§ 403.  Activities not constituting doing business.

 

Subchapter B.  Registration

 

§ 411.  Registration to do business in this Commonwealth.

§ 412.  Foreign registration statement.

§ 413.  Amendment of foreign registration statement.

§ 414.  Noncomplying name of foreign association.

§ 415.  Voluntary withdrawal of registration.

§ 416.  Withdrawal deemed on certain transactions.

§ 417.  Required withdrawal on certain transactions.

§ 418.  Transfer of registration.

§ 419.  Termination of registration.

 

PART II.  CORPORATIONS

 

SUBPART A.  CORPORATIONS GENERALLY

 

Chapter 5.  Corporations

 

Subchapter A.  In General

 

§ 501.  Reserved power of General Assembly.

§ 502.  Application of chapter.

§ 503.  Actions to revoke corporate franchises.

§ 504.  Validation of certain defective corporations.

§ 505.  Validation of certain defective corporate acts.

§ 506.  Scope and duration of certain franchises.

§ 507.  Validation of certain share authorizations.

 

Subchapter B.  Fiduciary Duty and Indemnification

 

§ 511.  Application and effect of subchapter.

§ 512.  Standard of care and justifiable reliance.

§ 513.  Personal liability of directors.

§ 514.  Notation of dissent.

§ 515.  Exercise of powers generally.

§ 516.  Alternative standard.

§ 517.  Limitation on standing.

§ 518.  Nonexclusivity and supplementary coverage.

 

Subchapter C.  Provisions Applicable to Particular Types of Corporations

 

§ 521.  Pensions and allowances.

§ 522.  Indemnification of authorized representatives.

§ 523.  Actions by shareholders or members to enforce a secondary right.

 

SUBPART B.  BUSINESS CORPORATIONS

 

ARTICLE A.  PRELIMINARY PROVISIONS

 

Chapter 11.  General Provisions

 

§ 1101.  Short titles.

§ 1102.  Application of subpart.

§ 1103.  Definitions.

§ 1104.  Other general provisions (Repealed).

§ 1105.  Restriction on equitable relief.

§ 1106.  Uniform application of subpart.

§ 1107.  (Reserved).

§ 1108.  Limitation on incorporation.

§ 1109.  Execution of documents.

§ 1110.  Annual report information.

 

ARTICLE B.  DOMESTIC BUSINESS CORPORATIONS

GENERALLY

 

Chapter 13.  Incorporation

 

Subchapter A.  Incorporation Generally

 

§ 1301.  Purposes.

§ 1302.  Number and qualifications of incorporators.

§ 1303.  Corporate name (Repealed).

§ 1304.  Required name changes by senior corporations (Repealed).

§ 1305.  Reservation of corporate name (Repealed).

§ 1306.  Articles of incorporation.

§ 1307.  Advertisement.

§ 1308.  Filing of articles.

§ 1309.  Effect of filing of articles of incorporation.

§ 1310.  Organization meeting.

§ 1311.  Filing of statement of summary of record by certain corporations.

 

Subchapter B.  Revival

 

§ 1341.  Statement of revival.

 

Chapter 15.  Corporate Powers, Duties and Safeguards

 

Subchapter A.  General Provisions

 

§ 1501.  Corporate capacity.

§ 1502.  General powers.

§ 1503.  Defense of ultra vires.

§ 1504.  Adoption, amendment and contents of bylaws.

§ 1505.  Persons bound by bylaws.

§ 1506.  Form of execution of instruments.

§ 1507.  Registered office.

§ 1508.  Corporate records; inspection by shareholders.

§ 1509.  Bylaws and other powers in emergency.

§ 1510.  Certain specifically authorized debt terms.

§ 1511.  Additional powers of certain public utility corporations.

§ 1512.  Informational rights of a director.

 

Subchapter B.  Shares and Other Securities

 

§ 1521.  Authorized shares.

§ 1522.  Issuance of shares in classes or series; board action.

§ 1523.  Pricing and issuance of shares.

§ 1524.  Payment for shares.

§ 1525.  Stock rights and options.

§ 1526.  Liability of shareholders.

§ 1527.  Issuance of fractional shares or scrip.

§ 1528.  Shares represented by certificates and uncertificated shares.

§ 1529.  Transfer of securities; restrictions.

§ 1530.  Preemptive rights of shareholders.

§ 1531.  Voting powers and other rights of certain securityholders and other entities.

§ 1532.  Effect of failure to surrender securities converted by reorganization.

 

Subchapter C.  Corporate Finance

 

§ 1551.  Distributions to shareholders.

§ 1552.  Power of corporation to acquire its own shares.

§ 1553.  Liability for unlawful dividends and other distributions.

§ 1554.  Financial reports to shareholders.

 

Subchapter D.  Dissenters Rights

 

§ 1571.  Application and effect of subchapter.

§ 1572.  Definitions.

§ 1573.  Record and beneficial holders and owners.

§ 1574.  Notice of intention to dissent.

§ 1575.  Notice to demand payment.

§ 1576.  Failure to comply with notice to demand payment, etc.

§ 1577.  Release of restrictions or payment for shares.

§ 1578.  Estimate by dissenter of fair value of shares.

§ 1579.  Valuation proceedings generally.

§ 1580.  Costs and expenses of valuation proceedings.

 

Chapter 17.  Officers, Directors and Shareholders

 

Subchapter A.  Notice and Meetings Generally

 

§ 1701.  Applicability of subchapter.

§ 1702.  Manner of giving notice.

§ 1703.  Place and notice of meetings of board of directors.

§ 1704.  Place and notice of meetings of shareholders.

§ 1705.  Waiver of notice.

§ 1706.  Modification of proposal contained in notice.

§ 1707.  Exception to requirement of notice.

§ 1708.  Use of conference telephone or other electronic technology.

§ 1709.  Conduct of shareholders meeting.

 

Subchapter B.  Fiduciary Duty

 

§ 1711.  Alternative provisions.

§ 1712.  Standard of care and justifiable reliance.

§ 1713.  Personal liability of directors.

§ 1714.  Notation of dissent.

§ 1715.  Exercise of powers generally.

§ 1716.  Alternative standard.

§ 1717.  Limitation on standing.

§ 1718.  Inconsistent articles ineffective.

 

Subchapter C.  Directors and Officers

 

§ 1721.  Board of directors.

§ 1722.  Qualifications of directors.

§ 1723.  Number of directors.

§ 1724.  Term of office of directors.

§ 1725.  Selection of directors.

§ 1726.  Removal of directors.

§ 1727.  Quorum of and action by directors.

§ 1728.  Interested directors or officers; quorum.

§ 1729.  Voting rights of directors.

§ 1730.  Compensation of directors.

§ 1731.  Executive and other committees of the board.

§ 1732.  Officers.

§ 1733.  Removal of officers and agents.

 

Subchapter D.  Indemnification

 

§ 1741.  Third-party actions.

§ 1742.  Derivative and corporate actions.

§ 1743.  Mandatory indemnification.

§ 1744.  Procedure for effecting indemnification.

§ 1745.  Advancing expenses.

§ 1746.  Supplementary coverage.

§ 1747.  Power to purchase insurance.

§ 1748.  Application to surviving or new corporations.

§ 1749.  Application to employee benefit plans.

§ 1750.  Duration and extent of coverage.

 

Subchapter E.  Shareholders

 

§ 1755.  Time of holding meetings of shareholders.

§ 1756.  Quorum.

§ 1757.  Action by shareholders.

§ 1758.  Voting rights of shareholders.

§ 1759.  Voting and other action by proxy.

§ 1760.  Voting by fiduciaries and pledgees.

§ 1761.  Voting by joint holders of shares.

§ 1762.  Voting by corporations.

§ 1763.  Determination of shareholders of record.

§ 1764.  Voting lists.

§ 1765.  Judges of election.

§ 1766.  Consent of shareholders in lieu of meeting.

§ 1767.  Appointment of custodian of corporation on deadlock or other cause.

§ 1768.  Voting trusts and other agreements among shareholders.

§ 1769.  Minors as securityholders.

§ 1770.  Interested shareholders (Repealed).

 

Subchapter F.  Derivative Actions

 

§ 1781.  (Reserved).

§ 1782.  Actions against directors and officers.

 

Subchapter G.  Judicial Supervision of Corporate Action

 

§ 1791.  Corporate action subject to subchapter.

§ 1792.  Proceedings prior to corporate action.

§ 1793.  Review of contested corporate action.

 

Chapter 19.  Fundamental Changes

 

Subchapter A.  Preliminary Provisions

 

§ 1901.  Omission of certain provisions from filed plans (Deleted by amendment).

§ 1902.  Statement of termination.

§ 1903.  Bankruptcy or insolvency proceedings.

§ 1904.  De facto transaction doctrine abolished.

§ 1905.  Proposal of fundamental transactions.

§ 1906.  Special treatment of holders of shares of same class or series.

§ 1907.  Purpose of fundamental transactions.

§ 1908.  Submission of matters to shareholders.

 

Subchapter B.  Amendment of Articles

 

§ 1911.  Amendment of articles authorized.

§ 1912.  Proposal of amendments.

§ 1913.  Notice of meeting of shareholders.

§ 1914.  Adoption of amendments.

§ 1915.  Articles of amendment.

§ 1916.  Filing and effectiveness of articles of amendment.

 

Subchapter C.  Merger Liabilities and Sale of Assets

 

§ 1921.  Merger and consolidation authorized (Repealed).

§ 1922.  Plan of merger or consolidation (Repealed).

§ 1923.  Notice of meeting of shareholders (Repealed).

§ 1924.  Adoption of plan (Repealed).

§ 1925.  Authorization by foreign corporations (Repealed).

§ 1926.  Articles of merger or consolidation (Repealed).

§ 1927.  Filing of articles of merger or consolidation (Repealed).

§ 1928.  Effective date of merger or consolidation (Repealed).

§ 1929.  Effect of merger or consolidation (Repealed).

§ 1929.1. Limitations on asbestos-related liabilities relating to certain mergers or consolidations.

§ 1930.  Dissenters rights (Repealed).

§ 1931.  Share exchanges (Repealed).

§ 1932.  Voluntary transfer of corporate assets.

 

Subchapter D.  Division (Repealed)

 

§ 1951 - § 1957 (Repealed).

 

Subchapter E.  Conversion (Repealed)

 

§ 1961 - § 1966 (Repealed).

 

Subchapter F.  Voluntary Dissolution and Winding Up

 

§ 1971.  Voluntary dissolution by shareholders or incorporators.

§ 1972.  Proposal of voluntary dissolution.

§ 1973.  Notice of meeting of shareholders.

§ 1974.  Adoption of proposal.

§ 1975.  Predissolution provision for liabilities.

§ 1976.  Judicial supervision of proceedings.

§ 1977.  Articles of dissolution.

§ 1978.  Winding up of corporation after dissolution.

§ 1979.  Survival of remedies and rights after dissolution.

§ 1980.  Dissolution by domestication (Repealed).

 

Subchapter G.  Involuntary Liquidation and Dissolution

 

§ 1981.  Proceedings upon application of shareholder or director.

§ 1982.  Proceedings upon application of creditor.

§ 1983.  (Reserved).

§ 1984.  Appointment of receiver pendente lite and other interim powers.

§ 1985.  Liquidating receiver.

§ 1986.  Qualifications of receivers.

§ 1987.  Proof of claims.

§ 1988.  Discontinuance of proceedings; reorganization.

§ 1989.  Articles of involuntary dissolution.

 

Subchapter H.  Postdissolution Provision for Liabilities

 

§ 1991.  Definitions.

§ 1991.1. Authority of board of directors.

§ 1992.  Notice to claimants.

§ 1993.  Acceptance or rejection of matured claims.

§ 1994.  Disposition of unmatured claims.

§ 1995.  Court proceedings.

§ 1996.  No revival or waiver.

§ 1997.  Payments and distributions.

§ 1998.  Liability of shareholders (Repealed).

 

ARTICLE C.  DOMESTIC BUSINESS CORPORATION

ANCILLARIES

 

Chapter 21.  Nonstock Corporations

 

Subchapter A.  Preliminary Provisions

 

§ 2101.  Application and effect of chapter.

§ 2102.  Formation of nonstock corporations.

§ 2103.  Contents of articles and other documents of nonstock corporations.

§ 2104.  Election of an existing business corporation to become a nonstock corporation.

§ 2105.  Termination of nonstock corporation status.

 

Subchapter B.  Powers, Duties and Safeguards

 

§ 2121.  Corporate name of nonstock corporations.

§ 2122.  Classes of membership.

§ 2123.  Evidence of membership; liability of members.

§ 2124.  Voting rights of members.

§ 2125.  Inapplicability of certain provisions to nonstock corporations.

§ 2126.  Dissolution of nonstock corporations.

 

Chapter 23.  Statutory Close Corporations

 

Subchapter A.  Preliminary Provisions

 

§ 2301.  Application and effect of chapter.

§ 2302.  Definition of minimum vote.

§ 2303.  Formation of statutory close corporations.

§ 2304.  Additional contents of articles of statutory close corporations.

§ 2305.  Election of an existing business corporation to become a statutory close corporation.

§ 2306.  Limitations on continuation of statutory close corporation status.

§ 2307.  Voluntary termination of statutory close corporation status by amendment of articles.

§ 2308.  Issuance or transfer of shares of a statutory close corporation in breach of qualifying conditions.

§ 2309.  Involuntary termination of statutory close corporation status; proceeding to prevent loss of status.

 

Subchapter B.  Shares

 

§ 2321.  Shares.

§ 2322.  Share transfer restrictions.

§ 2323.  Transfer of shares in breach of transfer restrictions.

§ 2324.  Corporation option where a restriction on transfer of a security is held invalid.

§ 2325.  Sale option of estate of shareholder.

 

Subchapter C.  Powers, Duties and Safeguards

 

§ 2331.  Directors.

§ 2332.  Management by shareholders.

§ 2333.  Appointment of custodian for statutory close corporation.

§ 2334.  Appointment of provisional director in certain cases.

§ 2335.  Operating corporation as partnership.

§ 2336.  Fundamental changes.

§ 2337.  Option of shareholder to dissolve corporation.

 

Chapter 25.  Registered Corporations

 

Subchapter A.  Preliminary Provisions

 

§ 2501.  Application and effect of chapter.

§ 2502.  Registered corporation status.

§ 2503.  Acquisition of registered corporation status.

§ 2504.  Termination of registered corporation status.

 

Subchapter B.  Powers, Duties and Safeguards

 

§ 2511.  Financial reports to shareholders.

§ 2512.  Dissenters rights procedure.

§ 2513.  Disparate treatment of certain persons.

 

Subchapter C.  Directors and Shareholders

 

§ 2521.  Call of special meetings of shareholders.

§ 2522.  Adjournment of meetings of shareholders.

§ 2523.  Quorum at shareholder meetings.

§ 2524.  Consent of shareholders in lieu of meeting.

§ 2525.  Appointment of custodian.

§ 2526.  Voting rights of directors.

§ 2527.  Authority of board of directors.

§ 2528.  Notice of shareholder meetings.

§ 2529.  Voting lists.

 

Subchapter D.  Fundamental Changes Generally

 

§ 2535.  Proposal of amendment to articles.

§ 2536.  Application by director for involuntary dissolution.

§ 2537.  Dissenters rights in asset transfers.

§ 2538.  Approval of transactions with interested shareholders.

§ 2539.  Adoption of plan of merger by board of directors.

 

Subchapter E.  Control Transactions

 

§ 2541.  Application and effect of subchapter.

§ 2542.  Definitions.

§ 2543.  Controlling person or group.

§ 2544.  Right of shareholders to receive payment for shares.

§ 2545.  Notice to shareholders.

§ 2546.  Shareholder demand for fair value.

§ 2547.  Valuation procedures.

§ 2548.  Coordination with control transaction.

 

Subchapter F.  Business Combinations

 

§ 2551.  Application and effect of subchapter.

§ 2552.  Definitions.

§ 2553.  Interested shareholder.

§ 2554.  Business combination.

§ 2555.  Requirements relating to certain business combinations.

§ 2556.  Certain minimum conditions.

 

Subchapter G.  Control-Share Acquisitions

 

§ 2561.  Application and effect of subchapter.

§ 2562.  Definitions.

§ 2563.  Acquiring person safe harbor.

§ 2564.  Voting rights of shares acquired in a control-share acquisition.

§ 2565.  Procedure for establishing voting rights of control shares.

§ 2566.  Information statement of acquiring person.

§ 2567.  Redemption.

§ 2568.  Board determinations.

 

Subchapter H.  Disgorgement by Certain Controlling Shareholders Following Attempts to Acquire Control

 

§ 2571.  Application and effect of subchapter.

§ 2572.  Policy and purpose.

§ 2573.  Definitions.

§ 2574.  Controlling person or group safe harbor.

§ 2575.  Ownership by corporation of profits resulting from certain transactions.

§ 2576.  Enforcement actions.

 

Subchapter I.  Severance Compensation for Employees Terminated Following Certain Control-Share Acquisitions

 

§ 2581.  Definitions.

§ 2582.  Severance compensation.

§ 2583.  Enforcement and remedies.

 

Subchapter J.  Business Combination Transactions - Labor Contracts

 

§ 2585.  Application and effect of subchapter.

§ 2586.  Definitions.

§ 2587.  Labor contracts preserved in business combination transactions.

§ 2588.  Civil remedies.

 

Chapter 27.  Management Corporations

 

Subchapter A.  Preliminary Provisions

 

§ 2701.  Application and effect of chapter.

§ 2702.  Formation of management corporations.

§ 2703.  Additional contents of articles of management corporations.

§ 2704.  Election of an existing business corporation to become a management corporation.

§ 2705.  Termination and renewal of status as a management corporation.

 

Subchapter B.  Directors and Shareholders

 

§ 2711.  Selection and removal of directors.

§ 2712.  Shareholder meetings unnecessary.

 

Subchapter C.  Fundamental Changes

 

§ 2721.  Bylaw and fundamental change procedures.

§ 2722.  Changes in authorized shares.

 

Chapter 29.  Professional Corporations

 

Subchapter A.  Preliminary Provisions

 

§ 2901.  Application and effect of chapter.

§ 2902.  Definitions and index of definitions.

§ 2903.  Formation of professional corporations.

§ 2904.  Election of an existing business corporation to become a professional corporation.

§ 2905.  Election of professional associations to become professional corporations.

§ 2906.  Termination of professional corporation status.

§ 2907.  Proceedings to terminate breach of qualifying conditions.

 

Subchapter B.  Powers, Duties and Safeguards

 

§ 2921.  Corporate name.

§ 2922.  Stated purposes.

§ 2923.  Issuance and retention of shares.

§ 2924.  Rendering professional services.

§ 2925.  Professional relationship retained.

 

Chapter 31.  Insurance Corporations

 

Subchapter A.  Preliminary Provisions

 

§ 3101.  Application and effect of chapter.

§ 3102.  Definitions.

 

Subchapter B.  Powers, Duties and Safeguards

 

§ 3121.  Bylaws.

§ 3122.  Distributions by insurance corporations.

 

Subchapter C.  Officers, Directors and Shareholders

 

§ 3131.  Directors.

§ 3132.  Officers.

§ 3133.  Notice of meetings of members of mutual insurance companies.

§ 3134.  Quorum at shareholder or member meetings.

§ 3135.  Proxies of members of mutual insurance companies.

§ 3136.  Judges of election.

§ 3137.  Appointment of custodian.

§ 3138.  Judicial supervision of corporate action.

 

Chapter 33.  Benefit Corporations

 

Subchapter A.  Preliminary Provisions

 

§ 3301.  Application and effect of chapter.

§ 3302.  Definitions.

§ 3303.  Formation of benefit corporations.

§ 3304.  Election of benefit corporation status.

§ 3305.  Termination of benefit corporation status.

 

Subchapter B.  Corporate Purposes

 

§ 3311.  Corporate purposes.

 

Subchapter C.  Accountability

 

§ 3321.  Standard of conduct for directors.

§ 3322.  Benefit director.

§ 3323.  Standard of conduct for officers.

§ 3324.  Benefit officer.

§ 3325.  Right of action.

 

Subchapter D.  Transparency

 

§ 3331.  Annual benefit report.

 

ARTICLE D.  FOREIGN BUSINESS CORPORATIONS

 

Chapter 41.  Foreign Business Corporations

 

Subchapter A.  Preliminary Provisions

 

§ 4101.  Application of article.

§ 4102.  Foreign domiciliary corporations.

§ 4103.  Acquisition of foreign domiciliary corporation status.

§ 4104.  Termination of foreign domiciliary corporation status.

 

Subchapter B.  Qualification

 

§ 4121.  Admission of foreign corporations (Repealed).

§ 4122.  Excluded activities (Repealed).

§ 4123.  Requirements for foreign corporation names (Repealed).

§ 4124.  Advertisement of registration to do business.

§ 4125.  Issuance of certificate of authority (Repealed).

§ 4126.  Amended certificate of authority (Repealed).

§ 4127.  Merger, consolidation or division of qualified foreign corporations (Repealed).

§ 4128.  Revocation of certificate of authority (Repealed).

§ 4129.  Advertisement of termination of registration to do business.

§ 4130.  Change of address after withdrawal (Repealed).

§ 4131.  Registration of name (Repealed).

 

Subchapter C.  Powers, Duties and Liabilities

 

§ 4141.  Penalty for doing business without certificate of authority (Repealed).

§ 4142.  General powers and duties of qualified foreign corporations (Repealed).

§ 4143.  General powers and duties of nonqualified foreign corporations (Repealed).

§ 4144.  Registered office of qualified foreign corporations (Repealed).

§ 4145.  Applicability of certain safeguards to foreign domiciliary corporations.

§ 4146.  Provisions applicable to all foreign corporations.

 

Subchapter D.  Domestication (Repealed)

 

§ 4161 - § 4162 (Repealed).

 

SUBPART C.  NONPROFIT CORPORATIONS

 

ARTICLE A.  PRELIMINARY PROVISIONS

 

Chapter 51.  General Provisions

 

§ 5101.  Short titles.

§ 5102.  Application of subpart.

§ 5103.  Definitions.

§ 5104.  Other general provisions (Deleted by amendment).

§ 5105.  Restriction on equitable relief.

§ 5106.  Uniform application of subpart.

§ 5107.  Subordination of subpart to canon law.

§ 5108.  Limitation on incorporation.

§ 5109.  Execution of documents.

§ 5110.  Annual report.

 

ARTICLE B.  DOMESTIC NONPROFIT CORPORATIONS

GENERALLY

 

Chapter 53.  Incorporation

 

Subchapter A.  Incorporation Generally

 

§ 5301.  Purposes.

§ 5302.  Number and qualifications of incorporators.

§ 5303.  Corporate name (Repealed).

§ 5304.  Required name changes by senior corporations (Repealed).

§ 5305.  Reservation of corporate name (Repealed).

§ 5306.  Articles of incorporation.

§ 5307.  Advertisement.

§ 5308.  Filing of articles.

§ 5309.  Effect of filing of articles of incorporation.

§ 5310.  Organization meeting.

§ 5311.  Filing of statement of summary of record by certain corporations.

 

Subchapter B.  Special Procedures Applicable to Certain Corporations

 

§ 5331.  Incorporation of unincorporated associations.

 

Subchapter C.  Revival

 

§ 5341.  Statement of revival.

 

Chapter 55.  Corporate Powers, Duties and Safeguards

 

Subchapter A.  General Provisions

 

§ 5501.  Corporate capacity.

§ 5502.  General powers.

§ 5503.  Defense of ultra vires.

§ 5504.  Adoption, amendment and contents of bylaws.

§ 5505.  Persons bound by bylaws.

§ 5506.  Form of execution of instruments.

§ 5507.  Registered office.

§ 5508.  Corporate records; inspection by members.

§ 5509.  Bylaws and other powers in emergency.

§ 5510.  Certain specifically authorized debt terms.

§ 5511.  Establishment of subordinate units.

§ 5512.  Informational rights of a director.

 

Subchapter B.  Financial Matters

 

§ 5541.  Capital contributions of members.

§ 5542.  Subventions.

§ 5543.  Debt and security interests.

§ 5543.1. Usury not a defense (Repealed).

§ 5544.  Dues and assessments.

§ 5545.  Income from corporate activities.

§ 5546.  Purchase, sale, mortgage and lease of real property.

§ 5546.1. Insolvency or bankruptcy (Repealed).

§ 5547.  Authority to take and hold trust property.

§ 5548.  Investment of trust funds.

§ 5549.  Transfer of trust or other assets to institutional trustee.

§ 5550.  Devises, bequests and gifts after certain fundamental changes.

§ 5551.  Dividends prohibited; compensation and certain payments authorized.

§ 5552.  (Reserved).

§ 5553.  Liabilities of members.

§ 5554.  Annual report of directors or other body.

 

Subchapter C.  Common Trust Funds

 

§ 5585.  Establishment or use of common trust funds authorized.

§ 5586.  Restrictions on investments.

§ 5587.  Determination of interests.

§ 5588.  Amortization of premiums on securities held.

§ 5589.  Records; ownership of assets.

 

Chapter 57.  Officers, Directors and Members

 

Subchapter A.  Notice and Meetings Generally

 

§ 5701.  Applicability of subchapter.

§ 5702.  Manner of giving notice.

§ 5702.1. Optional procedures for giving of notice (Repealed).

§ 5703.  Place and notice of meetings of board of directors or other body.

§ 5704.  Place and notice of meetings of members.

§ 5705.  Waiver of notice.

§ 5706.  Modification of proposal contained in notice.

§ 5707.  Exception to requirement of notice.

§ 5708.  Use of conference telephone or other electronic technology.

§ 5709.  Conduct of members meeting.

 

Subchapter B.  Fiduciary Duty

 

§ 5711.  Alternative provisions.

§ 5712.  Standard of care and justifiable reliance.

§ 5713.  Personal liability of directors.

§ 5714.  Notation of dissent.

§ 5715.  Exercise of powers generally.

§ 5716.  Alternative standard.

§ 5717.  Limitation on standing.

 

Subchapter C.  Directors, Officers and Members of An Other Body

 

§ 5721.  Board of directors.

§ 5722.  Qualifications of directors.

§ 5723.  Number of directors.

§ 5724.  Term of office of directors.

§ 5725.  Selection of directors.

§ 5726.  Removal of directors.

§ 5727.  Quorum of and action by directors.

§ 5728.  Interested directors or officers; quorum.

§ 5729.  Voting rights of directors.

§ 5730.  Compensation of directors.

§ 5731.  Executive and other committees of the board.

§ 5732.  Officers.

§ 5733.  Removal of officers and agents.

§ 5734.  Other body.

 

Subchapter D.  Indemnification

 

§ 5741.  Third-party actions.

§ 5742.  Derivative and corporate actions.

§ 5743.  Mandatory indemnification.

§ 5744.  Procedure for effecting indemnification.

§ 5745.  Advancing expenses.

§ 5746.  Supplementary coverage.

§ 5747.  Power to purchase insurance.

§ 5748.  Application to surviving or new corporations.

§ 5749.  Application to employee benefit plans.

§ 5750.  Duration and extent of coverage.

 

Subchapter E.  Members

 

§ 5751.  Classes and qualifications of membership.

§ 5752.  Organization on a stock share basis.

§ 5753.  Membership certificates.

§ 5754.  Members grouped in local units.

§ 5755.  Time of holding meetings of members.

§ 5756.  Quorum.

§ 5757.  Action by members.

§ 5758.  Voting rights of members.

§ 5759.  Voting and other action by proxy.

§ 5760.  (Reserved).

§ 5761.  (Reserved).

§ 5762.  Voting by corporations.

§ 5763.  Determination of members of record.

§ 5764.  (Reserved).

§ 5764.1. Actions by members to enforce a secondary right (Repealed).

§ 5765.  Judges of election.

§ 5766.  Consent of members in lieu of meeting.

§ 5767.  Appointment of custodian of corporation on deadlock or other cause.

§ 5768.  Reduction of membership below stated number.

§ 5769.  Termination and transfer of membership.

§ 5770.  Voting powers and other rights of certain securityholders and other entities.

 

Subchapter F.  Derivative Actions

 

§ 5782.  Actions against directors, members of an other body and officers.

 

Subchapter G.  Judicial Supervision of Corporate Action

 

§ 5791.  Corporate action subject to subchapter.

§ 5792.  Proceedings prior to corporate action.

§ 5793.  Review of contested corporate action.

 

Chapter 59.  Amendments, Sale of Assets and Dissolution

 

Subchapter A.  Preliminary Provisions

 

§ 5901.  Omission of certain provisions from filed plans (Deleted by amendment).

§ 5902.  Statement of termination.

§ 5903.  Bankruptcy or insolvency proceedings.

§ 5904.  (Reserved).

§ 5905.  Proposal of fundamental transactions.

 

Subchapter B.  Amendment of Articles

 

§ 5911.  Amendment of articles authorized.

§ 5912.  Proposal of amendments.

§ 5913.  Notice of meeting of members.

§ 5914.  Adoption of amendments.

§ 5915.  Articles of amendment.

§ 5916.  Filing and effectiveness of articles of amendment.

 

Subchapter C.  Sale of Assets

 

§ 5921.  Merger and consolidation authorized (Repealed).

§ 5922.  Plan of merger or consolidation (Repealed).

§ 5923.  Notice of meeting of members (Repealed).

§ 5924.  Adoption of plan (Repealed).

§ 5925.  Authorization by foreign corporations (Repealed).

§ 5926.  Articles of merger or consolidation (Repealed).

§ 5927.  Filing of articles of merger or consolidation (Repealed).

§ 5928.  Effective date of merger or consolidation (Repealed).

§ 5929.  Effect of merger or consolidation (Repealed).

§ 5930.  Voluntary transfer of corporate assets.

 

Subchapter D.  (Reserved)

 

§ 5951.  Division authorized (Repealed).

§ 5952.  Proposal and adoption of plan of division (Repealed).

§ 5953.  Division without member approval (Repealed).

§ 5954.  Articles of division (Repealed).

§ 5955.  Filing of articles of division (Repealed).

§ 5956.  Effective date of division (Repealed).

§ 5957.  Effect of division (Repealed).

 

Subchapter E.  Conversion (Repealed)

 

§ 5961 - § 5966 (Repealed).

 

Subchapter F.  Voluntary Dissolution and Winding Up

 

§ 5971.  Voluntary dissolution by members or incorporators.

§ 5972.  Proposal of voluntary dissolution.

§ 5973.  Notice of meeting of members.

§ 5974.  Adoption of proposal.

§ 5974.1. Articles of election to dissolve (Repealed).

§ 5974.2. Articles rescinding election to dissolve (Repealed).

§ 5975.  Predissolution provision for liabilities.

§ 5976.  Judicial supervision of proceedings.

§ 5977.  Articles of dissolution.

§ 5978.  Winding up of corporation after dissolution.

§ 5979.  Survival of remedies and rights after dissolution.

§ 5980.  Dissolution by domestication (Repealed).

 

Subchapter G.  Involuntary Liquidation and Dissolution

 

§ 5981.  Proceedings upon application of member or director.

§ 5982.  Proceedings upon application of creditor.

§ 5983.  Proceedings upon petition of superior religious organization.

§ 5984.  Appointment of receiver pendente lite and other interim powers.

§ 5985.  Liquidating receiver.

§ 5986.  Qualifications of receivers.

§ 5987.  Proofs of claims.

§ 5988.  Discontinuance of proceedings; reorganization.

§ 5989.  Articles of involuntary dissolution.

 

Subchapter H.  Postdissolution Provision for Liabilities

 

§ 5991.  Definitions.

§ 5991.1. Authority of board of directors.

§ 5992.  Notice to claimants.

§ 5993.  Acceptance or rejection of matured claims.

§ 5994.  Disposition of unmatured claims.

§ 5995.  Court proceedings.

§ 5996.  No revival or waiver.

§ 5997.  Payments and distributions.

§ 5998.  Liability of members (Repealed).

 

ARTICLE C.  FOREIGN NONPROFIT CORPORATIONS

 

Chapter 61.  Foreign Nonprofit Corporations

 

Subchapter A.  Preliminary Provisions

 

§ 6101.  Application of article.

§ 6102.  Foreign domiciliary corporations.

§ 6103.  Acquisition of foreign domiciliary corporation status.

§ 6104.  Termination of foreign domiciliary corporation status.

 

Subchapter B.  Qualification

 

§ 6121.  Admission of foreign corporations (Repealed).

§ 6122.  Excluded activities (Repealed).

§ 6123.  Requirements for foreign corporation names (Repealed).

§ 6124.  Advertisement of registration to do business.

§ 6125.  Issuance of certificate of authority (Repealed).

§ 6126.  Amended certificate of authority (Repealed).

§ 6127.  Merger, consolidation or division of qualified foreign corporations (Repealed).

§ 6128.  Revocation of certificate of authority (Repealed).

§ 6129.  Advertisement of termination of registration to do business.

§ 6130.  Change of address after withdrawal (Repealed).

§ 6131.  Registration of name (Repealed).

 

Subchapter C.  Powers, Duties and Liabilities

 

§ 6141.  Penalty for doing business without certificate of authority (Repealed).

§ 6142.  General powers and duties of qualified foreign corporations (Repealed).

§ 6143.  General powers and duties of nonqualified foreign corporations (Repealed).

§ 6144.  Registered office of qualified foreign corporations (Repealed).

§ 6145.  Applicability of certain safeguards to foreign domiciliary corporations.

§ 6146.  Provisions applicable to all foreign corporations.

 

Subchapter D.  Domestication (Repealed)

 

§ 6161 - § 6162 (Repealed).

 

SUBPART D.  COOPERATIVE CORPORATIONS

 

ARTICLE A.  COOPERATIVE CORPORATIONS GENERALLY

 

Chapter 71.  Cooperative Corporations Generally

 

Subchapter A.  General Provisions

 

§ 7101.  Short title of subpart.

§ 7102.  Cooperative corporations generally.

§ 7103.  Use of term "cooperative" in corporate name.

§ 7104.  Election of an existing business corporation to become a cooperative corporation.

§ 7105.  Termination of status as a cooperative corporation for profit.

§ 7106.  Election of an existing nonprofit corporation to become a cooperative corporation.

§ 7107.  Termination of nonprofit cooperative corporation status.

 

Subchapter B.  Membership and Corporate Finance

 

§ 7111.  Voting rights.

§ 7112.  Distributions.

 

Subchapter C.  Cooperative Contracts

 

§ 7121.  Cooperative contracts generally.

§ 7122.  Notice of cooperative contracts.

§ 7123.  Filing procedures.

§ 7124.  Relief against breach or threatened breach of contract; penalty for interference.

§ 7125.  Action for civil penalty for inducing breach or spreading false reports.

 

ARTICLE B.  DOMESTIC COOPERATIVE CORPORATION

ANCILLARIES

 

Chapter 73.  Electric Cooperative Corporations

 

Subchapter A.  Preliminary Provisions

 

§ 7301.  Short titles.

§ 7302.  Application of chapter.

§ 7303.  Definitions.

§ 7304.  Number and qualifications of incorporators.

§ 7305.  Purpose.

§ 7306.  Articles of incorporation.

§ 7307.  Prohibition on use of words "electric cooperative."

§ 7308.  Liberal construction.

 

Subchapter B.  Powers, Duties and Safeguards

 

§ 7321.  Special powers and limitations.

§ 7322.  Bylaws.

§ 7323.  Exemption of members from liability for debts of corporation.

§ 7324.  Qualifications of members.

§ 7325.  Annual meeting of members.

§ 7326.  Voting by members.

§ 7327.  Certificates of membership.

§ 7328.  Quorum of members.

§ 7329.  Directors.

§ 7330.  Nonprofit operation.

§ 7331.  Merger, consolidation, division or sale of assets.

§ 7332.  Dissolution.

§ 7333.  License fee; exemption from excise taxes.

§ 7334.  Exemption from jurisdiction of Public Utility Commission.

§ 7335.  Limited exemption from Securities Act.

 

Subchapter C.  Unincorporated Area Certified Territory

 

§ 7351.  Application of subchapter.

§ 7352.  Definitions.

§ 7353.  Geographical areas.

§ 7354.  Boundaries of certified territories; hearings.

§ 7355.  Obligations and rights within certified territory; new electric-consuming facilities.

§ 7356.  Borderline service.

§ 7357.  Effect of incorporation, annexation or consolidation.

§ 7358.  Enforcement of compliance by commission.

§ 7359.  Expenses.

 

Chapter 74.  Generation Choice for Customers of Electric Cooperatives

 

§ 7401.  Short title of chapter.

§ 7402.  Application.

§ 7403.  Declaration of policy.

§ 7404.  Definitions.

§ 7405.  Customer choice in electric cooperative service territories.

§ 7406.  Competition by electric cooperatives.

§ 7407.  Transition surcharge and stranded cost recovery.

§ 7408.  Option to elect commission review.

§ 7409.  Universal service and energy conservation.

§ 7410.  Savings provision and repealer.

§ 7411.  Expiration.

 

Chapter 75.  Cooperative Agricultural Associations

 

Subchapter A.  Preliminary Provisions

 

§ 7501.  Short title of chapter.

§ 7502.  Application of chapter.

§ 7503.  Definitions.

§ 7504.  Policy.

§ 7505.  Number and qualifications of incorporators.

§ 7506.  Purposes.

§ 7507.  Articles of incorporation.

 

Subchapter B.  Powers, Duties and Safeguards

 

§ 7521.  Special powers and limitations.

§ 7522.  Records of salary or other payments.

§ 7523.  Members.

§ 7524.  Issuance of shares.

§ 7525.  Sale, transfer or redemption of shares.

§ 7526.  Termination of membership.

§ 7527.  Voting by proxy or mail.

§ 7528.  Meetings.

§ 7529.  Fundamental changes.

§ 7530.  Bylaws.

§ 7531.  Directors.

§ 7532.  Removal of directors.

§ 7533.  Officers.

§ 7534.  Marketing arrangements.

§ 7535.  Patronage distributions.

§ 7536.  Audit of operations.

§ 7537.  Contract assignments to association.

§ 7538.  Exemption from tax on capital stock and indebtedness.

 

Chapter 77.  Workers' Cooperative Corporations

 

§ 7701.  Short title of chapter.

§ 7702.  Definitions.

§ 7703.  Corporations.

§ 7704.  Articles of incorporation.

§ 7705.  Capital stock.

§ 7706.  Internal capital accounts and net worth.

§ 7707.  Voting.

§ 7708.  Acceptance and termination of membership.

§ 7709.  Power to buy, sell or trade.

§ 7710.  Individual liability of members.

§ 7711.  Corporate powers.

§ 7712.  Investment of capital stock in other corporations.

§ 7713.  Meetings.

§ 7714.  Records.

§ 7715.  Audit.

§ 7716.  Directors and officers.

§ 7717.  Patronage distributions.

§ 7718.  Indemnity.

§ 7719.  Unlawful dividends.

§ 7720.  Amendments of articles.

§ 7721.  Bylaws.

§ 7722.  Benefits bestowed on associations by compliance with this chapter.

§ 7723.  Dissolution.

§ 7724.  Conversion to a corporation governed by the Business Corporation Law.

§ 7725.  Savings provisions.

§ 7726.  Applicability.

 

Chapter 79.  Fundamental Changes (Transferred)

 

Subchapter A.  Amendment of Articles (Transferred)

 

§ 7901 - § 7906 (Transferred)

 

Subchapter B.  Merger, Consolidation and Sale of Assets (Transferred)

 

§ 7921 - § 7930 (Transferred)

 

Subchapter C.  Division (Transferred)

 

§ 7941 - § 7946 (Transferred)

 

Subchapter D.  Conversion (Transferred)

 

§ 7951 - § 7956 (Transferred)

 

Subchapter E.  Voluntary Dissolution and Winding Up (Transferred)

 

§ 7961 - § 7971 (Transferred)

 

Subchapter F.  Involuntary Liquidation and Dissolution (Transferred)

 

§ 7981 - § 7990 (Transferred)

 

PART III.  PARTNERSHIPS AND LIMITED LIABILITY

COMPANIES

 

Chapter 81.  General Provisions

 

§ 8101.  Short title of part.

§ 8102.  Interchangeability of partnership, limited liability company and corporate forms of organization.

§ 8103.  Continuation of certain limited partnerships and limited liability companies (Repealed).

§ 8104.  Reserved power of General Assembly.

§ 8105.  Ownership of certain professional partnerships.

 

Chapter 82.  Registered Limited Liability Partnerships

 

Subchapter A.  Domestic Registered Limited Liability Partnerships

 

§ 8201.  Scope.

§ 8202.  Definitions.

§ 8203.  Name (Repealed).

§ 8204.  Limitation on liability of partners.

§ 8205.  Liability of withdrawing partner.

§ 8206.  Insurance (Repealed).

§ 8207.  Extraterritorial application of subchapter.

 

Subchapter B.  Foreign Registered Limited Liability Partnerships

 

§ 8211.  Foreign registered limited liability partnerships.

 

Subchapter C.  Annual Registration

 

§ 8221.  Annual registration.

 

Chapter 83.  General Partnerships

 

Subchapter A.  Preliminary Provisions

 

§ 8301.  Short title and application of chapter.

§ 8302.  Definitions.

§ 8303.  "Knowledge" and "notice."

§ 8304.  Rules of construction.

§ 8305.  Rules for cases not provided for in chapter.

 

Subchapter B.  Nature of a Partnership

 

§ 8311.  Partnership defined.

§ 8312.  Rules for determining the existence of a partnership.

§ 8313.  Partnership property.

 

Subchapter C.  Relation of Partners to Persons Dealing With the Partnership

 

§ 8321.  Partner agent of partnership as to partnership business.

§ 8322.  Conveyance of real property of the partnership.

§ 8323.  Admissions or representations by partner.

§ 8324.  Partnership charged with knowledge of or notice to partner.

§ 8325.  Wrongful act of partner.

§ 8326.  Breach of trust by partner.

§ 8327.  Nature of liability of partner.

§ 8328.  Partner by estoppel.

§ 8329.  Liability of incoming partner.

 

Subchapter D.  Relations of Partners to One Another

 

§ 8331.  Rules determining rights and duties of partners.

§ 8332.  Partnership books.

§ 8333.  Duty to render information.

§ 8334.  Partner accountable as fiduciary.

§ 8335.  Right of partner to an account.

§ 8336.  Continuation of partnership beyond fixed term.

 

Subchapter E.  Property Rights of a Partner

 

§ 8341.  Extent of property rights of partner.

§ 8342.  Nature of right of partner in specific partnership property.

§ 8343.  Nature of interest of partner in partnership.

§ 8344.  Assignment of interest of partner.

§ 8345.  Interest of partner subject to charging order.

 

Subchapter F.  Dissolution and Winding Up

 

§ 8351.  "Dissolution" defined.

§ 8352.  Partnership continued for winding up affairs.

§ 8353.  Causes of dissolution.

§ 8354.  Dissolution by decree of court.

§ 8355.  Effect of dissolution on authority of partner.

§ 8356.  Right of partner to contribution from copartners.

§ 8357.  Power of partner to bind partnership to third persons.

§ 8358.  Effect of dissolution on existing liability of partner.

§ 8359.  Right to wind up affairs.

§ 8360.  Rights of partners to application of partnership property.

§ 8361.  Rights after dissolution for fraud or misrepresentation.

§ 8362.  Rules for distribution.

§ 8363.  Liability of persons continuing the business.

§ 8364.  Rights of retiring partner or estate of deceased partner when business is continued.

§ 8365.  Accrual of right to account.

 

Chapter 85.  Limited Partnerships

 

Subchapter A.  Preliminary Provisions

 

§ 8501.  Short title of chapter.

§ 8502.  Applicability of chapter to existing limited partnerships.

§ 8503.  Definitions and index of definitions.

§ 8504.  Rules for cases not provided for in this chapter.

§ 8505.  Name (Repealed).

§ 8506.  Registered office.

§ 8507.  Records to be kept.

§ 8508.  Business that may be carried on.

§ 8509.  Business transactions of partner with limited partnership.

§ 8510.  Indemnification.

 

Subchapter B.  Formation

 

§ 8511.  Certificate of limited partnership.

§ 8512.  Amendment of certificate.

§ 8513.  Cancellation of certificate.

§ 8514.  Execution of certificates.

§ 8515.  Execution by judicial act.

§ 8516.  Liability for false statement in certificate.

§ 8517.  Notice.

§ 8518.  Delivery of filed documents to limited partners.

§ 8519.  Filing of certificate of summary of record by limited partnerships formed prior to 1976.

§ 8520.  Partnership agreement.

 

Subchapter C.  Limited Partners

 

§ 8521.  Admission of limited partners.

§ 8522.  Classes of limited partners.

§ 8523.  Liability of limited partners to third parties.

§ 8524.  Person erroneously believing himself limited partner.

§ 8525.  Information.

 

Subchapter D.  General Partners

 

§ 8531.  Admission of additional general partners.

§ 8532.  Events of withdrawal.

§ 8533.  General powers and liabilities of general partners.

§ 8534.  Contributions by a general partner.

§ 8535.  Classes of general partners.

 

Subchapter E.  Finance

 

§ 8541.  Form of contribution.

§ 8542.  Liability for contributions.

§ 8543.  Sharing of profits and losses.

§ 8544.  Sharing of distributions.

 

Subchapter F.  Merger and Consolidation (Repealed)

 

§ 8545 - § 8549 (Repealed).

 

Subchapter G.  Distributions and Withdrawal

 

§ 8551.  Interim distributions.

§ 8552.  Voluntary withdrawal of general partner.

§ 8553.  Voluntary withdrawal of limited partner.

§ 8554.  Distribution upon withdrawal.

§ 8555.  Distribution in kind.

§ 8556.  Right to distribution.

§ 8557.  Distributions and allocation of profits and losses.

§ 8558.  Liability upon return of contribution.

 

Subchapter H.  Assignment of Partnership Interests

 

§ 8561.  Nature of partnership interest.

§ 8562.  Assignment of partnership interest.

§ 8563.  Rights of creditor.

§ 8564.  Right of assignee to become limited partner.

§ 8565.  Power of estate of deceased or incompetent partner.

 

Subchapter I.  Dissolution

 

§ 8571.  Nonjudicial dissolution.

§ 8572.  Judicial dissolution.

§ 8573.  Winding up.

§ 8574.  Distribution of assets.

§ 8575.  Survival of remedies and rights after dissolution.

 

Subchapter J.  Division (Repealed)

 

§ 8576 - § 8580 (Repealed).

 

Subchapter K.  Foreign Limited Partnerships (Repealed)

 

§ 8581 - § 8590 (Repealed).

 

Subchapter L.  Derivative Actions

 

§ 8591.  Right of action.

§ 8592.  Proper plaintiff.

§ 8593.  Pleading.

§ 8594.  Expenses.

 

Chapter 87.  Electing Partnerships

 

§ 8701.  Scope and definition.

§ 8702.  Centralized management.

§ 8703.  Continuity of life.

§ 8704.  Free transferability of interests.

§ 8705.  Limited liability in certain cases.

§ 8706.  One person as both partner and employee.

§ 8707.  Modification by agreement.

§ 8708.  Taxation of electing partnerships.

 

Chapter 89.  Limited Liability Companies

 

Subchapter A.  Preliminary Provisions

 

§ 8901.  Short title of chapter.

§ 8902.  Legislative intent.

§ 8903.  Definitions and index of definitions.

§ 8904.  Rules for cases not provided for in this chapter.

§ 8905.  Name (Repealed).

§ 8906.  Registered office.

§ 8907.  Execution of documents.

§ 8908.  Election of professional association to become limited liability company (Repealed).

 

Subchapter B.  Organization

 

§ 8911.  Purposes.

§ 8912.  Organization.

§ 8913.  Certificate of organization.

§ 8914.  Filing of certificate of organization.

§ 8915.  Modification by agreement.

§ 8916.  Operating agreement.

 

Subchapter C.  Powers, Duties and Safeguards

 

§ 8921.  Powers and capacity.

§ 8922.  Liability of members.

§ 8923.  Property.

§ 8924.  Limited transferability of membership interest.

§ 8925.  Taxation of limited liability companies.

§ 8926.  Certain specifically authorized debt terms.

 

Subchapter D.  Financial Provisions

 

§ 8931.  Contributions to capital.

§ 8932.  Distributions and allocation of profits and losses.

§ 8933.  Distributions upon an event of dissociation.

§ 8934.  Distributions in kind.

§ 8935.  Right to distribution.

 

Subchapter E.  Management and Members

 

§ 8941.  Management.

§ 8942.  Voting.

§ 8943.  Duties of managers and members.

§ 8944.  Members.

§ 8945.  Indemnification.

§ 8946.  Transactions by member or manager.

§ 8947.  Resignation of manager.

§ 8948.  Limitation on dissociation or assignment of membership interest.

 

Subchapter F.  Amendment of Certificate

 

§ 8951.  Amendment of certificate of organization.

 

Subchapter G.  Mergers and Consolidations (Repealed)

 

§ 8956 - § 8959 (Repealed).

 

Subchapter H.  Division (Repealed)

 

§ 8961 - § 8965 (Repealed).

 

Subchapter I.  Dissolution

 

§ 8971.  Dissolution.

§ 8972.  Judicial dissolution.

§ 8973.  Winding up.

§ 8974.  Distribution of assets upon dissolution.

§ 8975.  Certificate of dissolution.

§ 8976.  Effect of filing certificate of dissolution.

§ 8977.  Survival of remedies and rights after dissolution.

§ 8978.  Dissolution by domestication (Repealed).

 

Subchapter J.  Foreign Companies (Repealed)

 

§ 8981 - § 8982 (Repealed).

 

Subchapter K.  Actions

 

§ 8991.  Parties to actions.

§ 8992.  Authority to sue.

§ 8993.  Effect of lack of authority to sue.

 

Subchapter L.  Restricted Professional Companies

 

§ 8995.  Application and effect of subchapter.

§ 8996.  Restrictions.

§ 8997.  Taxation of restricted professional companies.

§ 8998.  Annual registration.

 

PART IV.  UNINCORPORATED ASSOCIATIONS

 

Chapter 91.  Unincorporated Nonprofit Associations

 

§ 9101.  Customary parliamentary law applicable (Repealed).

§ 9102.  Funeral and similar benefits (Repealed).

§ 9103.  Nontransferable membership interests (Repealed).

§ 9111.  Short title and application of chapter.

§ 9112.  Definitions.

§ 9113.  Governing law.

§ 9114.  Entity status.

§ 9115.  Ownership and transfer of property.

§ 9116.  Statement of authority as to real property.

§ 9117.  Liability.

§ 9118.  Assertion and defense of claims.

§ 9119.  Effect of judgment or order.

§ 9120.  Appointment of agent to receive service of process.

§ 9121.  Action or proceeding not abated by change of members or managers.

§ 9122.  Member not agent.

§ 9123.  Approval by members.

§ 9124.  Action by members.

§ 9125.  Duties of member.

§ 9126.  Membership.

§ 9127.  Member's interest not transferable.

§ 9128.  Selection and management rights of managers.

§ 9129.  Duties of managers.

§ 9130.  Action by managers.

§ 9131.  Right of member or manager to information.

§ 9132.  Distributions prohibited; compensation and other permitted payments.

§ 9133.  Reimbursement, indemnification and advancement of expenses.

§ 9134.  Dissolution.

§ 9135.  Winding up.

§ 9136.  Subordination of chapter to canon law.

 

Chapter 93.  Professional Associations

 

§ 9301.  Short title of chapter.

§ 9302.  Application of chapter.

§ 9303.  Definitions.

§ 9304.  Purpose of association.

§ 9305.  Articles of association.

§ 9306.  Board of governors.

§ 9307.  Bylaws.

§ 9308.  Employees.

§ 9309.  Compensation.

§ 9310.  Distribution of excess earnings.

§ 9311.  Interests of associates.

§ 9312.  Transfer of interests.

§ 9313.  Redemption of interests.

§ 9314.  Term of existence.

§ 9315.  Name.

§ 9316.  Voting of associates.

§ 9317.  Liability of associates.

§ 9318.  Professional disqualifications.

§ 9319.  Dissolution.

 

PART V.  BUSINESS TRUSTS

 

Chapter 95.  Business Trusts

 

§ 9501.  Application and effect of chapter.

§ 9502.  Creation, status and termination of business trusts.

§ 9503.  Documentation of trust.

§ 9504.  Registered office.

§ 9505.  Trustees.

§ 9506.  Liability of trustees and beneficiaries.

§ 9507.  Foreign business trusts.

15c101h

 

 

TITLE 15

CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

 

Part

I.  Preliminary Provisions

II.  Corporations

III.  Partnerships and Limited Liability Companies

IV.  Unincorporated Associations

V.  Business Trusts

 

Enactment.  Unless otherwise noted, the provisions of Title 15 were added November 15, 1972, P.L.1063, No.271, effective in 90 days.

Special Provisions in Appendix.  See sections 104, 107, 206, 303 and 304 of Act 177 of 1988 in the appendix to this title for special provisions relating to legislative findings as to acceptance of Constitution of Pennsylvania, transitional provision, conforming cross references in unconsolidated statutes, preparation of act for printing and effective date and applicability.

See sections 309, 402 and 404 of Act 198 of 1990 in the appendix to this title for special provisions relating to conforming cross references in unconsolidated statutes, preparation of act for printing and effective dates and applicability.

See sections 56 and 57 of Act 67 of 2013 in the appendix to this title for special provisions relating to restoration of provisions and retroactivity.

See section 1.1 of Act 172 of 2014 in the appendix to this title for special provisions relating to legislative findings and declarations.

Short Titles of Implementing Statutes.  Section 101 of Act 177 of 1988 provided that the act shall be known and may be cited as the General Association Act of 1988.

Section 101 of Act 198 of 1990 provided that the act shall be known and may be cited as the GAA Amendments Act of 1990.

Section 1 of Act 169 of 1992 provided that the act shall be known and may be cited as the GAA Amendments Act of 1992.

Section 1 of Act 106 of 1994 provided that the act shall be known and may be cited as the Limited Liability Company Act.

Section 1 of Act 34 of 2001 provided that the act shall be known and may be cited as the GAA Amendments Act of 2001.

Section 1 of Act 67 of 2013 provided that the act shall be known and may be cited as the GAA Amendments Act of 2013.

Section 1 of Act 172 of 2014 provided that the act shall be known and may be cited as the Association Transactions Act.

 

 

PART I

PRELIMINARY PROVISIONS

 

Chapter

1.  General Provisions

2.  Entities Generally

3.  Entity Transactions

4.  Foreign Associations

 

Enactment.  Part I was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.

Prior Provisions.  Former Part I, which related to corporations generally, was added November 15, 1972, P.L.1063, No.271, and repealed December 21, 1988, P.L.1444, No.177, effective October 1, 1989.

 

 

CHAPTER 1

GENERAL PROVISIONS

 

Subchapter

A.  Preliminary Provisions

B.  Functions and Powers of Department of State

C.  Corporation Bureau and UCC Fees

D.  Domestication of Certain Alien Associations

 

Enactment.  Chapter 1 was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.

Prior Provisions.  Former Chapter 1, which related to the same subject matter, was added November 15, 1972, P.L.1063, No.271, and repealed December 21, 1988, P.L.1444, No.177, effective October 1, 1989.

Cross References.  Chapter 1 is referred to in section 7102 of this title.

 

 

SUBCHAPTER A

PRELIMINARY PROVISIONS

 

Sec.

101.  Short title and application of title.

102.  Definitions.

103.  Subordination of title to regulatory laws.

104.  Equitable remedies.

105.  Fees.

106.  Effect of filing papers required to be filed.

107.  Form of records.

108.  Change in location or status of registered office provided by agent.

109.  Name of commercial registered office provider in lieu of registered address.

110.  Supplementary general principles of law applicable.

111.  Relation of title to Electronic Signatures in Global and National Commerce Act.

112.  Receipt of electronic communications.

113.  Delivery of document.

15c101s

§ 101.  Short title and application of title.

(a)  Short title of title.--This title shall be known and may be cited as the Associations Code.

(b)  Application of title.--Except as otherwise provided in the scope provisions of subsequent provisions of this title, this title shall apply to every association heretofore or hereafter incorporated or otherwise organized.

(c)  References to prior statutes.--A reference in the articles or bylaws or other organic documents of an association to any provision of law supplied or repealed by this title shall be deemed to be a reference to the superseding provision of this title.

15c101v

 

Cross References.  Section 101 is referred to in sections 1102, 2541, 2551, 5102 of this title.

15c102s

§ 102.  Definitions.

(a)  Defined terms.--Subject to additional or inconsistent definitions contained in subsequent provisions of this title that are applicable to specific provisions of this title, the following words and phrases when used in this title shall have, unless the context clearly indicates otherwise, the meanings given to them in this section:

"Act" or "action."  Includes failure to act.

"Association."  A corporation for profit or not-for-profit, a partnership, a limited liability company, a business or statutory trust, an entity or two or more persons associated in a common enterprise or undertaking. The term does not include:

(1)  a testamentary trust or an inter vivos trust as defined in 20 Pa.C.S. § 711(3) (relating to mandatory exercise of jurisdiction through orphans' court division in general);

(2)  an association or relationship that:

(i)  is not a person that has:

(A)  a legal existence separate from any interest holder of the person; or

(B)  the power to acquire an interest in real property in its own name; and

(ii)  is not a partnership under the rules stated in section 8312 (relating to rules for determining the existence of a partnership) or a similar provision of the laws of another jurisdiction;

(3)  a decedent's estate; or

(4)  a government or a governmental subdivision, agency or instrumentality.

"Banking institution."  An institution as defined in section 102(r) of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.

"Bureau."  The Bureau of Corporations and Charitable Organizations of the Department of State.

"Business corporation."  A domestic or foreign business corporation as defined in section 1103 (relating to definitions), whether or not it is a cooperative corporation.

"Business trust."  A trust subject to Chapter 95 (relating to business trusts).

"Cooperative corporation."  A domestic corporation that is subject to Subpart D of Part II (relating to cooperative corporations), or a foreign corporation that is subject to a similar law of a foreign jurisdiction.

"Corporation for profit."  A domestic or foreign corporation incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise, to its shareholders or members, whether or not it is a cooperative corporation.

"Corporation not-for-profit."  A domestic or foreign corporation not incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise, whether or not it is a cooperative corporation.

"Court."  Subject to any inconsistent general rule prescribed by the Supreme Court of Pennsylvania:

(1)  the court of common pleas of the judicial district embracing the county where the registered office of the corporation or other association is or is to be located; or

(2)  where an association results from a merger, division or other transaction without establishing a registered office in this Commonwealth or withdraws as a foreign corporation or association, the court of common pleas in which venue would have been laid immediately prior to the transaction or withdrawal.

"Credit union."  A credit union as defined in 17 Pa.C.S. § 102 (relating to application of title).

"Department."  The Department of State of the Commonwealth.

"Dissenters rights."  The rights and remedies provided by Subchapter D of Chapter 15 (relating to dissenters rights).

"Distributional interest."  The right under the organic law of an entity that is not a corporation for profit or not-for-profit, or under the organic rules of such an entity, to receive distributions from the entity.

"Domestic association."  An association, the internal affairs of which are governed by the laws of this Commonwealth.

"Domestic banking institution."  A domestic association which is an institution as defined in section 102(r) of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.

"Domestic corporation."  A corporation for profit or not-for-profit incorporated under the laws of this Commonwealth.

"Domestic corporation for profit."  A corporation for profit incorporated under the laws of this Commonwealth.

"Domestic corporation not-for-profit."  A corporation not-for-profit incorporated under the laws of this Commonwealth.

"Domestic entity."  An entity, the internal affairs of which are governed by the laws of this Commonwealth.

"Domestic filing association."  A domestic association, the formation of which requires the filing of a public organic record. The term does not include a general partnership that is also:

(1)  a limited liability partnership; or

(2)  an electing partnership.

"Domestic filing entity."  A domestic entity, the formation of which requires the filing of a public organic record. The term does not include a general partnership that is also:

(1)  a limited liability partnership; or

(2)  an electing partnership.

"Domestic insurance corporation."  An insurance corporation as defined in section 3102 (relating to definitions).

"Domestic savings association."  (Deleted by amendment).

"Electing partnership."  An electing partnership as defined in section 8701(c) (relating to scope and definition).

"Electronic."  Relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic or similar capabilities.

"Entity."  A domestic or foreign:

(1)  business corporation;

(2)  nonprofit corporation;

(3)  general partnership;

(4)  limited partnership;

(5)  limited liability company;

(6)  unincorporated nonprofit association;

(7)  professional association; or

(8)  business trust, common-law business trust or statutory trust.

"Execute."  When used with respect to authenticating or adopting a filing, document or other record, means "sign."

"Filing association."  A domestic or foreign association, the formation of which requires the filing of a public organic record. The term does not include a general partnership that is also:

(1)  a limited liability partnership; or

(2)  an electing partnership.

"Filing entity."  A domestic or foreign entity, the formation of which requires the filing of a public organic record. The term does not include a general partnership that is also:

(1)  a limited liability partnership; or

(2)  an electing partnership.

"Foreign association."  An association that is not a domestic association.

"Foreign corporation for profit."  A corporation for profit incorporated under any laws other than those of this Commonwealth.

"Foreign corporation not-for-profit."  A corporation not-for-profit incorporated under any laws other than those of this Commonwealth.

"Foreign entity."  An entity that is not a domestic entity.

"Foreign filing association."  A foreign association, the formation of which requires the filing of a public organic record.

"Fraternal benefit society."  A fraternal benefit society as defined in section 2403 of the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921.

"General partnership."  A domestic or foreign partnership as defined in section 8311 (relating to partnership defined), whether or not it is a limited liability partnership or electing partnership.

"Governance interest."  A right under the organic law or organic rules of an association that is not a corporation for profit or not-for-profit, other than as a governor, agent, assignee or proxy, to:

(1)  receive or demand access to information concerning, or the books and records of, the association;

(2)  vote for the election of the governors of the association; or

(3)  receive notice of or vote on an issue involving the internal affairs of the association.

"Governor."  A person by or under whose authority the powers of an association are exercised and under whose direction the activities and affairs of the association are managed pursuant to the organic law and organic rules of the association. The term includes:

(1)  A director of a corporation for profit or a shareholder of a statutory close corporation that is deemed to be a director under section 2332(a) (relating to management by shareholders).

(2)  A director or member of an other body of a corporation not-for-profit.

(3)  A partner of a general partnership.

(4)  A general partner of a limited partnership.

(5)  A general partner of an electing partnership.

(6)  A manager of a manager-managed limited liability company or a member that has the right to participate materially in the management of a member-managed limited liability company.

(7)  A manager of an unincorporated nonprofit association.

(8)  A member of the board of governors of a professional association.

(9)  A trustee of a business trust, common-law business trust or statutory trust.

"Health maintenance organization."  An entity that is subject to the act of December 29, 1972 (P.L.1701, No.364), known as the Health Maintenance Organization Act.

"Hospital plan corporation."  A hospital plan corporation as defined in 40 Pa.C.S. § 6101 (relating to definitions).

"Insurance corporation."  An insurance corporation as defined in section 3102 (relating to definitions).

"Interest."  A share in a corporation for profit, a membership or share in a corporation not-for-profit, a governance interest or a distributional interest. The term includes the following:

(1)  A governance interest or transferable interest in a general partnership.

(2)  A governance interest or transferable interest in a limited partnership.

(3)  A governance interest or transferable interest in a limited liability company.

(4)  A membership in an unincorporated nonprofit association.

(5)  An ownership interest in a professional association.

(6)  A beneficial interest in a business trust, common-law business trust or statutory trust.

"Interest holder."  A direct or record holder of an interest. The term includes the following:

(1)  A shareholder of a corporation for profit.

(2)  A member or shareholder of a corporation not-for-profit.

(3)  A partner or transferee in a general partnership.

(4)  A general or limited partner or transferee in a limited partnership.

(5)  A member or transferee in a limited liability company.

(6)  A member of an unincorporated nonprofit association.

(7)  An associate in a professional association.

(8)  A beneficiary or beneficial owner of record of a business trust, common-law business trust or statutory trust.

"Internal Revenue Code of 1986."  The Internal Revenue Code of 1986 (Public Law 99-514, 26 U.S.C. § 1 et seq.).

"Jurisdiction."  When used to refer to a political entity, the United States, a state, a foreign country or a political subdivision of a foreign country.

"Jurisdiction of formation."  The jurisdiction whose law includes the organic law of an association.

"Licensed person."  A natural person who is duly licensed or admitted to practice his profession by a court, department, board, commission or other agency of the Commonwealth or another jurisdiction to render a professional service that is or will be rendered by the association of which he is, or intends to become, a shareholder, partner, owner, director, officer, manager, member, employee or agent.

"Limited liability company."  A domestic or foreign limited liability company as defined in section 8903 (relating to definitions and index of definitions).

"Limited liability limited partnership."  A domestic or foreign limited partnership for which there is in effect:

(1)  a statement of registration under Chapter 82 (relating to registered limited liability partnerships);

(2)  a provision of its certificate of limited partnership electing to be subject to Chapter 82; or

(3)  a similar filing or provision under the organic law of a foreign partnership.

"Limited liability partnership."  A domestic or foreign general partnership for which there is in effect:

(1)  a statement of registration under Chapter 82; or

(2)  a similar filing under the organic law of a foreign general partnership.

"Limited partnership."  A domestic or foreign limited partnership as defined in section 8503 (relating to definitions and index of definitions), whether or not it is a limited liability limited partnership or electing partnership.

"Nonfiling association."  An association that is not a filing association.

"Nonprofit corporation."  A domestic or foreign nonprofit corporation as defined in section 5103 (relating to definitions), whether or not it is a cooperative corporation.

"Nonregistered foreign association."  A foreign association that is not registered to do business in this Commonwealth pursuant to a filing with the department.

"Obligation."  Includes a note or other form of indebtedness, whether secured or unsecured.

"Officially publish."  Publish in two newspapers of general circulation in the English language in the county in which the registered office of the association is located or, in the case of a proposed association, will be located, one of which must be the legal newspaper, if any, designated by the rules of court for the publication of legal notices. If there is only one newspaper of general circulation in the county, advertisement in that newspaper is sufficient. If no other frequency is specified, the notice must be published one time. See section 109(a)(2) (relating to name of commercial registered office provider in lieu of registered address).

"Organic law."  The laws of the jurisdiction of formation of an association governing its internal affairs.

"Organic rules."  The public organic record and private organic rules of an association.

"Principal office."  The principal executive office of an association, whether or not the office is located in this Commonwealth.

"Private organic rules."  The rules that govern the internal affairs of an association, are binding on all its interest holders and are not part of its public organic record, if any. The term includes the following:

(1)  The bylaws of a corporation for profit.

(2)  The bylaws of a corporation not-for-profit.

(3)  The partnership agreement of a general partnership.

(4)  The partnership agreement of a limited partnership.

(5)  The operating agreement of a limited liability company.

(6)  The governing principles of an unincorporated nonprofit association.

(7)  The bylaws of a professional association.

(8)  The bylaws or similar rules, by whatever name they may be referred to, of a business trust, common-law business trust or statutory trust.

"Profession."  Includes the performance of any type of personal service to the public that requires as a condition precedent to the performance of the service the obtaining of a license or admission to practice or other legal authorization from the Supreme Court of Pennsylvania or a licensing board or commission under the Bureau of Professional and Occupational Affairs in the Department of State. Except as otherwise expressly provided by law, this definition shall be applicable to this title only and shall not affect the interpretation of any other statute or any local zoning ordinance or other official document heretofore or hereafter enacted or promulgated.

"Professional association."  An association as defined in section 9302 (relating to application of chapter).

"Professional health service corporation."  A professional health service corporation as defined in 40 Pa.C.S. § 6302 (relating to definitions).

"Professional services."  Any type of services that may be rendered by a member of a profession within the purview of his profession.

"Property."  All property, whether real, personal or mixed, or tangible or intangible, or any right or interest therein, including rights under contracts and other binding agreements.

"Public organic record."  The document the public filing of which by the department or a similar agency in another jurisdiction is required to form an association. The term includes any amendment or restatement of the document and includes the following:

(1)  The articles of incorporation of a corporation for profit.

(2)  The articles of incorporation of a corporation not-for-profit.

(3)  The certificate of limited partnership of a limited partnership.

(4)  The certificate of organization of a limited liability company.

(5)  The articles of association of a professional association.

(6)  The declaration of trust or other instrument of a business trust or statutory trust which has been filed by the department or a similar agency in another jurisdiction.

"Receipt."  Actual coming into possession.

"Receive."  To actually come into possession.

"Record form."  Inscribed on a tangible medium or stored in an electronic or other medium and retrievable in perceivable form.

"Registered corporation."  A corporation defined in section 2502 (relating to registered corporation status).

"Registered foreign association."  A foreign association that is registered to do business in this Commonwealth pursuant to a filing in the department.

"Representative." When used with respect to an association, joint venture, trust or other enterprise, a person occupying the position or discharging the functions of a director, officer, partner, manager, trustee, fiduciary, employee or agent, regardless of the name or title by which the person may be designated. The term does not imply that a director, as such, is an agent of a corporation.

"Savings association."  (Deleted by amendment).

"Sign."  With present intent to authenticate or adopt information in record form:

(1)  to sign manually or adopt a tangible symbol; or

(2)  to attach to, or logically associate with, information in record form, an electronic sound, symbol or process.

"Transfer."  Includes:

(1)  an assignment;

(2)  a conveyance;

(3)  a sale;

(4)  a lease;

(5)  an encumbrance, including a mortgage or security interest;

(6)  a gift; and

(7)  a transfer by operation of law.

"Type."  When used with respect to an association, a generic form:

(1)  recognized at common law; or

(2)  organized under an organic law, whether or not some associations organized under that organic law are subject to provisions of that law which create different categories of the form of association.

"Unincorporated nonprofit association."  A nonprofit association as defined in section 9112 (relating to definitions).

"Verified."  Includes an unsworn document containing a statement by the signatory that is made subject to the penalties of 18 Pa.C.S. § 4904 (relating to unsworn falsification to authorities).

(b)  Application of definitions.--The words and phrases defined in subsection (a) shall have the same meanings when used in 54 Pa.C.S. (relating to names) except to the extent those meanings are inconsistent with the provisions of that title.

15c102v

(Apr. 27, 1990, P.L.129, No.36, eff. imd.; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; Dec. 7, 1994, P.L.703, No.106, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 amended the subsec. (a) intro. par. and in subsec. (a) amended the defs. of "association," "cooperative corporation," "corporation for profit," "corporation not for profit" and par. (2) of the def. of "court," added the defs. of "business corporation," "dissenters rights," "distributional interest," "domestic association," "domestic entity," "domestic filing association," "domestic filing entity," "electronic," "entity," "filing association," "filing entity," "foreign association," "foreign entity," "foreign filing association," "fraternal benefit society," "general partnership," "governance interest," "governor," "health maintenance organization," "hospital plan corporation," "interest," "interest holder," "jurisdiction," "jurisdiction of formation," "limited liability limited partnership," "limited liability partnership," "limited partnership," "nonfiling association," "nonprofit corporation," "nonregistered foreign association," "organic law," "organic rules," "principal office," "private organic rules," "professional association," "professional health service corporation," "property," "public organic record," "receipt," "receive," "registered corporation," "registered foreign association," "transfer," "type" and "unincorporated nonprofit association" and deleted the defs. of "domestic savings association" and "savings association" and added subsec. (b).

2013 Amendment.  Act 67 amended the defs. of "banking institution," "representative" and "savings association" and added the defs. of "bureau," "domestic banking institution," "domestic insurance corporation," "domestic savings association," "execute," "obligation," "officially publish," "record form" and "sign."

2001 Amendment.  Act 34 amended the def. of "limited liability company" and added the defs. of "profession" and "professional services."

1994 Amendment.  Act 106 amended the defs. of "association" and "limited liability company" and added the def. of "licensed person."

1992 Amendment.  Act 169 amended the def. of "association" and added the defs. of "business trust," "Internal Revenue Code of 1986" and "limited liability company."

1990 Amendments.  Act 36 added the def. of "act" or "action" and Act 198 amended the defs. of "association," "credit union" and "insurance corporation" and added the defs. of "corporation for profit," "corporation not-for-profit," "electing partnership" and "representative."

Cross References.  Section 102 is referred to in sections 312, 1103, 2902, 5103, 8503, 8903 of this title; section 1991 of Title 1 (General Provisions); section 302 of Title 54 (Names).

15c103s

§ 103.  Subordination of title to regulatory laws.

(a)  Regulatory laws unaffected.--This title is not intended to authorize any corporation or other association to do any act prohibited by any statute regulating the business of the association or by any rule or regulation validly promulgated thereunder by any department, board or commission of this Commonwealth. Except as otherwise provided by the statutes and prescribed by the rules and regulations promulgated thereunder applicable to the business of the association, the issuance by the Department of State of any certificate evidencing the incorporation of a corporation or the filing of an instrument with respect to or the organization or qualification of an association under this title or any amendment to its articles or certificate or other change in its status or other action under this title shall not be effective to exempt the association from any of the requirements of those statutes or rules and regulations.

(b)  Compliance with regulatory laws condition precedent to effectiveness of corporate or other action.--Any document filed in the Department of State or any bylaw adopted or other corporate or other action taken under the authority of this title or other action pursuant thereto in violation of any statutes or rules or regulations regulating the business of the association shall be ineffective as against the Commonwealth, including the departments, boards and commissions thereof, unless and until the violation is cured.

(c)  Structural provisions in regulatory statutes controlling.--If and to the extent that a statute regulating the business of a corporation or other association sets forth provisions relating to the government and regulation of the affairs of associations that are inconsistent with the provisions of this title on the same subject, the provisions of the other statute shall control.

15c103v

(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)

 

1992 Amendment.  Act 169 amended subsec. (a).

Cross References.  Section 103 is referred to in sections 202, 318, 1501, 1524, 1903, 2105, 5501, 5903, 8102, 8204, 8921 of this title.

15c104s

§ 104.  Equitable remedies.

Except to the extent otherwise provided in this title in cases where a statutory remedy is provided by this title, the court shall have the powers of a court of equity or chancery insofar as those powers relate to the supervision and control of corporations and other associations.

15c105s

§ 105.  Fees.

(a)  General rule.--The Department of State shall be entitled to receive for services performed, as required by this title and other applicable provisions of law, such fees as are specified in or pursuant to Subchapter C (relating to Corporation Bureau and UCC fees).

(b)  Other services.--Any other department, board, commission or officer of this Commonwealth shall be entitled to receive for services performed, as required by this title, such fees as are or may be lawfully charged for those or similar services.

15c105v

(Dec. 19, 1990, P.L.834, No.198, eff. imd.)

15c106s

§ 106.  Effect of filing papers required to be filed.

The filing of articles or of any other papers or documents pursuant to the provisions of this title is required for the purpose of affording all persons the opportunity of acquiring knowledge of the contents thereof, but, except as otherwise provided by statute, no person shall be charged with constructive notice of the contents of any articles, papers or documents by reason of the filing.

15c107s

§ 107.  Form of records.

(a)  General rule.--Information maintained by a corporation or other association in the regular course of its business, including shareholder or membership records, books of account and minute books, may be kept in record form.

(b)  Meaning of "written".--References in this title to a document in writing or to a written provision of an agreement or other document shall be deemed to include and be satisfied by a document or provision of an agreement or document in record form.

15c107v

(July 9, 2013, P.L.476, No.67, eff. 60 days)

 

Cross References.  Section 107 is referred to in sections 1508, 1512, 5508, 5512, 8525 of this title.

15c108s

§ 108.  Change in location or status of registered office provided by agent.

(a)  General rule.--Where the registered office of a corporation or other association is stated to be in care of or is in fact in care of an agent who maintains the registered office for the corporation or other association and the agent changes its name or the location of its office in a county from one address to another within the county or ceases to provide a registered office for one or more associations, the agent may, in the manner provided in this section, reflect such change of name or effect a corresponding change in the registered office address of or cease to provide a registered office for one or more or all of the associations represented by it. The agent shall execute and file in the Department of State with respect to each association represented by it a statement of change of registered office by agent, setting forth:

(1)  The name of the association represented.

(2)  The address, including street and number, if any, of its then registered office.

(3)  The address, including street and number, if any, of the new registered office of the association represented if the registered office of the association represented is to be changed.

(4)  The name of the person in care of the office and a statement that the person has been designated in fact as the agent in care of the registered office of the association represented in this Commonwealth and that the change in registered office reflects a change of name of the agent, the removal of the place of business of the agent to a new location within the county or a termination of the status of the agent as the provider of the registered office of the association represented, as the case may be.

If the status of an agent as a provider of a registered office is terminated under this section, the location of the registered office of the association represented shall not be affected, but the person formerly in care of the office shall thereafter not have any responsibility with respect to matters tendered to the office in the name of the association represented.

(b)  Action by and notice to association.--It is not necessary for the association represented to take any action in order to effect a termination of status of agent or other change of registered office under this section, but the person representing the association shall promptly furnish the association represented with a copy of the statement of change of registered office by agent as filed in the Department of State.

15c108v

 

Cross References.  Section 108 is referred to in sections 109, 1103, 5103, 8503, 8506, 8903, 8906, 9503 of this title.

15c109s

§ 109.  Name of commercial registered office provider in lieu of registered address.

(a)  General rule.--Where any provision of this title authorizes or requires the inclusion of a registered office address in any document filed in the Department of State, the person filing the document may substitute in lieu thereof the term "c/o" followed by:

(1)  The name of an association or a division thereof that has filed in the department, and not withdrawn, a statement of address of commercial registered office.

(2)  The name of any county of this Commonwealth and a statement that the registered office of the association represented shall be deemed for venue and official publication purposes to be located in the county so named. For venue and official publication purposes, the county so named shall control over the address contained in the currently applicable statement filed under subsection (b).

(b)  Statement of address of commercial registered office.--A domestic or registered foreign association engaged in the business of maintaining registered offices in this Commonwealth for corporations or other associations may file in the department a statement of address of commercial registered office executed by the representing association or a division thereof and setting forth:

(1)  The name of the representing association.

(2)  The form of organization of the representing association.

(3)  A statement that it is in the business of maintaining registered offices in this Commonwealth for corporations or other associations.

(4)  The address, including street and number, if any, of a place of business of the representing association in this Commonwealth to which communications and other matters directed to each person represented by it may be delivered.

(c)  Change or withdrawal.--A representing association that has effected a filing in the department under subsection (b) may:

(1)  Amend the filing by filing in the department a superseding statement of address of commercial registered office.

(2)  Withdraw its filing under subsection (b) and cease to provide registered office service by filing in the department a statement of termination of commercial registered office setting forth:

(i)  The name of the representing association.

(ii)  A statement that it has ceased to be in the business of maintaining registered offices in this Commonwealth for corporations and other associations.

(d)  Action by and notice to association.--It is not necessary for an association represented to take any action in connection with a change or withdrawal effected under subsection (c), but a representing association that has effected a filing under subsection (c) (other than to reflect a change in the information required by subsection (b)(2)) shall promptly file a statement of change of registered office by agent under section 108 (relating to change in location or status of registered office provided by agent) with respect to each association represented.

15c109v

(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 amended subsec. (b).

1990 Amendment.  Act 198 amended subsecs. (c) and (d).

Cross References.  Section 109 is referred to in sections 102, 138, 335, 345, 355, 366, 375, 411, 412, 413, 415, 418, 1306, 1311, 1341, 1507, 1911, 1915, 1971, 1977, 2309, 2905,  4129, 5103, 5306, 5311, 5341, 5507, 5911, 5915, 5971, 5977, 6124, 6129, 7306, 7502, 7704, 8201, 8503, 8506, 8511, 8519, 8903, 8906, 8913, 8951, 8964, 9504 of this title.

15c110s

§ 110.  Supplementary general principles of law applicable.

Unless displaced by the particular provisions of this title, the principles of law and equity, including, but not limited to, the law relating to principal and agent, estoppel, waiver, fraud, misrepresentation, duress, coercion, mistake, bankruptcy or other validating or invalidating cause, shall supplement its provisions.

15c110v

 

Cross References.  Section 110 is referred to in section 8904 of this title.

15c111s

§ 111.  Relation of title to Electronic Signatures in Global and National Commerce Act.

(a)  General rule.--Except as set forth in subsection (b), this title modifies, limits and supersedes the Electronic Signatures in Global and National Commerce Act (Public Law 106-229, 15 U.S.C. § 7001 et seq.).

(b)  Exception.--This title does not do any of the following:

(1)  Modify, limit or supersede section 101(c) of the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001(c)).

(2)  Authorize electronic delivery of a notice described in section 103(b) of the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7003(b)).

15c111v

(July 9, 2013, P.L.476, No.67, eff. 60 days)

 

2013 Amendment.  Act 67 added section 111.

15c112s

§ 112.  Receipt of electronic communications.

(a)  Requirements.--Unless otherwise provided in the organic rules of an entity or otherwise agreed between the sender and the recipient, an electronic communication is received when it:

(1)  enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and

(2)  is in a form capable of being processed by that system.

(b)  Awareness not required.--An electronic communication is received under subsection (a) even if no individual is aware of its receipt.

(c)  Presumption.--Receipt of an electronic acknowledgment from an information processing system described in subsection (a) establishes that a communication was received but, by itself, does not establish that the content sent corresponds to the content received.

15c112v

(Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 added section 112.

15c113s

§ 113.  Delivery of document.

(a)  Permissible means.--Permissible means of delivery of a document in record form include:

(1)  personal delivery;

(2)  mail;

(3)  conventional commercial practice; and

(4)  electronic transmission.

(b)  Delivery to department.--Delivery to the department of a document in record form is effective only on receipt by the department.

(c)  Delivery by department.--Except as provided by law other than this title, the department may deliver a document in record form to a person by delivering it:

(1)  in person to the person that submitted it for filing;

(2)  to the address of the person's registered office;

(3)  to the principal office address of the person; or

(4)  to another address the person provides to the department for delivery.

15c113v

(Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 added section 113.

15c131h

 

 

SUBCHAPTER B

FUNCTIONS AND POWERS OF DEPARTMENT OF STATE

 

Sec.

131.  Application of subchapter.

132.  Functions of Department of State.

133.  Powers of Department of State.

134.  Docketing statement.

135.  Requirements to be met by filed documents.

136.  Processing of documents by Department of State.

137.  Court to pass upon rejection of documents by Department of State.

138.  Statement of correction.

139.  Tax clearance of certain fundamental transactions.

140.  Custody and management of orphan corporate and business records.

141.  Abandonment of filing before effectiveness.

142.  Effect of signing filings.

143.  Liability for inaccurate information in filing.

144.  Signing and filing pursuant to judicial order.

145.  Subsistence certificate.

 

Cross References.  Subchapter B is referred to in section 7123 of this title; section 102 of Title 54 (Names).

15c131s

§ 131.  Application of subchapter.

As used in this subchapter, the term "this title" includes Titles 17 (relating to credit unions) and 54 (relating to names) and any other provision of law that:

(1)  makes reference to the powers and procedures of this subchapter; or

(2)  to the extent not inconsistent with this subchapter:

(i)  requires a filing in the bureau; and

(ii)  does not specify some or all of the necessary procedures for the filing provided in this subchapter.

15c131v

(Dec. 19, 1990, P.L.834, No.198, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days)

15c132s

§ 132.  Functions of Department of State.

(a)  General rule.--The function of the Department of State under this title is to act in a manner comparable to the offices of recorder of deeds under former provisions of law as an office of public record wherein articles and other papers relating to association affairs may be filed to establish the permanent and definitive text thereof and to afford all persons the opportunity of acquiring knowledge of the contents thereof.

(b)  Names and marks.--The department shall supervise and administer the provisions of this title and of Title 54 (relating to names) concerning names and marks.

(c)  Collection of taxes and charges imposed by statute.--This subchapter shall not limit the power and duty of the department to assess and collect taxes and charges imposed or authorized by statute.

(d)  Notice of decennial filings.--Whenever a decennial filing is required by Title 54 to be made in the department, the department shall, not earlier than the November 1 prior to the commencement of the decennial year wherever practicable, give notice by mail to the registrant or other party of the decennial filing requirement, which notice shall be accompanied by appropriate application blanks or forms. Failure by the department to give notice to any party, or failure by any party to receive notice, of a decennial filing requirement shall not relieve any party of the obligation to make the decennial filing.

15c132v

 

Cross References.  Section 132 is referred to in section 133 of this title.

15c133s

§ 133.  Powers of Department of State.

(a)  General rule.--The department has the power and authority reasonably necessary to enable it to administer this subchapter efficiently and to perform the functions specified in section 132 (relating to functions of Department of State), in 13 Pa.C.S. (relating to commercial code) and in 17 Pa.C.S. (relating to credit unions). The following shall not be agency regulations for the purposes of section 612 of the act of April 9, 1929 (P.L.177, No.175), known as The Administrative Code of 1929, the act of October 15, 1980 (P.L.950, No.164), known as the Commonwealth Attorneys Act, the act of June 25, 1982 (P.L.633, No.181), known as the Regulatory Review Act, or any similar provision of law, but shall be subject to the opportunity of public comment requirement under section 201 of the act of July 31, 1968 (P.L.769, No.240), referred to as the Commonwealth Documents Law:

(1)  Sample filing forms promulgated by the department.

(2)  Instructions accompanying sample filing forms and other explanatory material published in the Pennsylvania Code that is intended to substantially track applicable statutory provisions relating to the particular filing or to any of the functions of the department covered by this subsection, if a regulation of the department expressly states that those instructions or explanatory materials shall not have the force of law.

(3)  Regulations, which the department is hereby authorized to promulgate, that:

(i)  Authorize payment of fees and other remittances through or by a credit or debit card issuer or other financial intermediary.

(ii)  Authorize contracts with credit or debit card issuers and other financial intermediaries relating to the collection, transmission and payment of fees and other remittances.

(iii)  (Deleted by amendment).

(iv)  Adjust, not more than once per year, the fees set forth in section 153(a) (relating to fee schedule) and 13 Pa.C.S. § 9525 (relating to fees) for filings transmitted to the department electronically.

(v)  Relate to the format or means of delivering documents to the department for filing.

(vi)  Specify the symbols or characters which:

(A)  do not make a name distinguishable on the records of the department; or

(B)  may be used in the name of an entity.

(b)  Language and content of documents.--Except to the extent required in order to determine whether a document complies with section 135 (relating to requirements to be met by filed documents), the department shall not examine articles and other documents authorized or required to be filed in the department under this title to determine whether the language or content thereof conforms to the provisions of this title.

(c)  Meaning of term "conform to law".--A document delivered to the department for the purpose of filing in the department shall be deemed to be in accordance with law and to conform to law, as those terms are used in statutes relating to the powers and duties of the department, if the document conforms to section 135.

(d)  (Reserved).

(e)  Engrossed certificate.--Whenever the department has taken any action under this title, the Secretary of the Commonwealth shall, upon request and payment of the fee or additional fee therefor fixed by regulation of the department, issue to any person entitled thereto an engrossed certificate evidencing the action, executed by the Secretary of the Commonwealth under the seal of the Commonwealth.

15c133v

(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 7, 1994, P.L.703, No.106, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 added subsec. (a)(3)(vi).

2013 Amendment.  Act 67 amended subsecs. (a) and (d).

Cross References.  Section 133 is referred to in sections 135, 202 of this title.

15c134s

§ 134.  Docketing statement.

(a)  General rule.--The department may, but shall not be required to, prescribe by regulation one or more official docketing statement forms designed to elicit from a person effecting a filing under this title information that the department has found to be necessary or desirable in connection with the processing of a filing. A form of docketing statement prescribed under this subsection:

(1)  Shall be published in the Pennsylvania Code.

(2)  Shall not be integrated into a single document covering the requirements of the filing and its related docketing statement.

(3)  May be required by the department in connection with a filing only if notice of the requirement appears on the official format for the filing prescribed by the department.

(4)  Shall not be required to be submitted on department-furnished forms.

(5)  Shall not constitute a document filed in, with or by the department for the purposes of this title or any other provision of law except 18 Pa.C.S. § 4904 (relating to unsworn falsification to authorities).

(b)  Transmission to Department of Revenue.--The department shall note on the docketing statement the fact and date of the filing to which the docketing statement relates and shall transmit a copy of the docketing statement or the information contained therein to the Department of Revenue. If a docketing statement is not required for a particular filing, the Department of State may transmit a copy of the filing or the information contained therein to the Department of Revenue at no cost to the person effecting the filing.

(c)  Transmission to other agencies.--If the docketing statement delivered to the Department of State sets forth any kind of business in which a corporation, partnership or other association may not engage without the approval of or a license from any department, board or commission of the Commonwealth, the Department of State shall, upon processing the filing, promptly transmit a copy of the docketing statement or the information contained therein to each such department, board or commission.

15c134v

(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)

 

2013 Amendment.  Act 67 amended subsec. (a)(3).

Cross References.  Section 134 is referred to in sections 135, 161, 208, 209, 335, 345, 355, 366, 375, 412, 413, 415, 417, 418, 1308, 1311, 1341, 1507, 1522, 1902, 1916, 1971, 1977, 1989, 2309, 2704, 2905, 5110, 5308, 5311, 5341, 5507, 5902, 5916, 5971, 5977, 5989, 7306, 7704, 7720, 8201, 8205, 8506, 8511, 8512, 8513, 8515, 8519, 8524, 8532, 8701, 8906, 8914, 8951, 8975, 9305, 9503 of this title; sections 304, 903, 904, 1101, 1102, 1105, 1302, 1305 of Title 17 (Credit Unions); sections 311, 312, 313, 502, 503, 506, 1112, 1114, 1115, 1116, 1311, 1312, 1313, 1314, 1511, 1512, 1513, 1514, 1515 of Title 54 (Names).

15c135s

§ 135.  Requirements to be met by filed documents.

(a)  General rule.--A document shall be accepted for filing by the department if it satisfies the following requirements:

(1)  The document purports on its face to relate to matters authorized or required to be filed under this title or contains a caption indicating that relationship and, if no applicable statement has been prescribed under section 134 (relating to docketing statement), contains sufficient information to permit the department to prepare a docket record entry:

(i)  Identifying the name of the association or other person to which the document relates.

(ii)  Identifying the association or associations, if any, the existence of which is to be created, extended, limited or terminated by reason of the filing and the duration of existence of any such association.

(iii)  Specifying the date upon which the creation or termination of existence, if any, of the association or associations effected by the filing will take effect.

(2)  The document complies with any regulations promulgated by the department and is accompanied by any applicable statement prescribed under section 134.

(3)  In the case of a document that creates a new association or effects or reflects a change in name:

(i)  the document is accompanied by evidence that the proposed name has been reserved by or on behalf of the applicant; or

(ii)  the proposed name is available for use under the applicable standard established by this title and any other applicable provision of law.

(4)  In the case of any other document that sets forth a name or mark, the proposed name or mark is available for use under the applicable standard established by law.

(5)  All fees, taxes and certificates or statements relating thereto required by section 139 (relating to tax clearance of certain fundamental transactions) or otherwise have been tendered therewith.

(6)  All certificates and other instruments required by statute evidencing the consent or approval of any department, board, commission or other agency of this Commonwealth as a prerequisite to the filing of the document in the Department of State have been incorporated into, attached to or otherwise tendered with the document.

(7)  It is in record form and executed. The department shall not examine a document to determine whether the document has been signed by an authorized person or by sufficient authorized persons or otherwise is duly signed.

(b)  Attorney-in-fact.--Any person, other than an incorporator or officer of a corporation, as such, may sign a document by an attorney-in-fact or fiduciary. It shall not be necessary to present to or file in the department the original or a copy of any document evidencing the authority of an attorney-in-fact or fiduciary.

(c)  Addresses.--

(1)  Whenever any provision of this title requires that any person set forth an address in any document, such provision shall be construed to require the submission of an actual street address or rural route box number, and the department shall refuse to receive or file any document that sets forth only a post office box address.

(2)  Whenever any provision of this title requires the statement of a registered office address in any document filed in the department, such provision shall be construed to require the statement also of the county in which the registered office address is located.

(d)  (Reserved).

(e)  Distinguishable names.--A name shall not be considered distinguishable upon the records of the department from another name for purposes of this title and 54 Pa.C.S. (relating to names) solely because the names differ from each other in any or all of the following respects:

(1)  Use of punctuation marks and of symbols or characters specified by regulation of the department under section 133(a)(3)(vi) (relating to powers of Department of State).

(2)  Use of a definite or indefinite article.

(3)  Use of any of the following terms to designate the status of an association: corporation, company, incorporated, limited, association, fund, syndicate, limited partnership, limited liability company, trust or business trust. This paragraph includes abbreviations, in any language, of the terms listed in this paragraph.

15c135v

(Dec. 19, 1990, P.L.834, No.198; June 22, 2000, P.L.356, No.43, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 amended subsec. (e)(1).

2013 Amendment.  Act 67 amended subsecs. (a) intro. par., (2) and (7) and (d).

2000 Amendment.  Act 43 added subsec. (e).

1990 Amendment.  Act 198 amended subsec. (c) and added subsecs. (a)(7) and (d), effective in four months as to subsec. (c)(2) and immediately as to the other amendments.

Cross References.  Section 135 is referred to in sections 133, 136, 137, 138, 161, 208, 209, 335, 345, 355, 366, 375, 412, 413, 415, 417, 418, 1109, 1311, 1341, 1977, 1989, 5109, 5308, 5311, 5341, 5977, 5989, 8201, 8205, 8511, 8519, 8906, 8907, 8914, 8951, 8975, 9120, 9503 of this title; sections 103, 503 of Title 54 (Names).

15c136s

§ 136.  Processing of documents by Department of State.

(a)  Filing of documents.--If a document conforms to section 135 (relating to requirements to be met by filed documents) the Department of State shall forthwith file the document, certify that the document has been filed by endorsing upon the document the fact and date of filing, make and retain a copy thereof and return the document or a copy thereof so endorsed to or upon the order of the person who delivered the document to the department.

(b)  Duplicate copy.--

(1)  If a duplicate copy, which may be either a signed or conformed copy, of any articles or other document authorized or required by this title to be filed in the department is delivered to the department with the original signed document, the department shall stamp the duplicate copy with the date received by the department and return the duplicate copy to the person who delivered it to the department.

(2)  (Reserved).

(3)  In lieu of date stamping the duplicate copy of the original signed document as provided in paragraph (1), the department may make a copy of the original signed document at the cost of the person who delivered it to the department.

(c)  Effective date and time.--Except as otherwise provided in this title and subject to sections 138 (relating to statement of correction) and 141 (relating to abandonment of filing before effectiveness), a document filed by the department under a provision of this title is effective:

(1)  on the date and at the time of its delivery to the department;

(2)  on the date of delivery and at the time specified in the document as its effective time, if the time specified is later than the time under paragraph (1); or

(3)  at a specified delayed effective date and:

(i)  at a specified time; or

(ii)  if no time is specified, at 12:01 a.m. on the date specified.

(d)  Copies.--The department may make a copy, on microfilm or otherwise, of any document filed in, with or by it pursuant to this title, or any statute hereby supplied or repealed, and thereafter destroy the document or return it to or upon the order of the person who delivered the document to the department.

(e)  Redaction of information.--If law other than this title prohibits the disclosure by the department of information contained in a document in record form delivered to the department for filing, the department shall accept the document if it otherwise complies with this title but may redact the information.

15c136v

(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 amended subsec. (c) and added subsec. (e).

2013 Amendment.  Act 67 amended subsec. (b).

1990 Amendment.  Act 198 amended subsecs. (a) and (b).

Cross References.  Section 136 is referred to in sections 137, 335, 345, 355, 366, 375, 8518 of this title.

15c137s

§ 137.  Court to pass upon rejection of documents by Department of State.

(a)  General rule.--Whenever the Department of State rejects a document delivered for filing under this title or fails to make available a certified duplicate copy within the time provided by section 136(b) (relating to immediate certified copy):

(1)  the original document or copies thereof;

(2)  the statement, if any, of the department made under section 136(b)(1)(ii); and

(3)  any other papers relating thereto;

may be delivered to the prothonotary or clerk of the court vested by or pursuant to Title 42 (relating to judiciary and judicial procedure) with jurisdiction of appeals from the department. Immediately the prothonotary or clerk shall transmit the papers to the court without formality or expense to the person who delivered the original document to the department. The question of the eligibility of the document for filing in the department shall thereupon, at the earliest possible time, be heard by a judge of the court, without jury, in the court or in chambers. The finding of the court, or any judge thereof, that the document is eligible for filing in the department shall be final and the department shall act in accordance therewith. The true intent of this section is to secure for applicants an immediate hearing in court and a determination by the court without delay or expense to the applicants.

(b)  Further appellate review.--The corporation or any incorporator of a proposed corporation or other aggrieved applicant may within the time and in the manner provided by law seek judicial review of an adverse order of court entered pursuant to subsection (a). The department shall not have any right in the exercise of its functions under this title to seek judicial review of an adverse order entered pursuant to subsection (a) and any such right which the department might otherwise enjoy under the Constitution of Pennsylvania or otherwise is hereby waived, but any department, board or commission of the Commonwealth which contends that the document fails to comply with section 135(a)(6) (relating to requirements to be met by filed documents) may seek judicial review of the order.

(c)  Exceptions.--

(1)  This section shall not impair the right of any person to proceed under section 138 (relating to statement of correction) nor impair the right of the Attorney General to institute proceedings under section 503 (relating to actions to revoke corporate franchises).

(2)  A determination by the department with respect to the registrability of a label or other mark under Title 54 (relating to names) or otherwise affecting the status of a label or other mark shall be subject to judicial review under Title 2 (relating to administrative law and procedure) and not under this section.

15c137v

 

Saved from Suspension.  Pennsylvania Rule of Appellate Procedure No. 5102, as amended July 7, 1997, provided that section 137 shall not be deemed suspended or affected by the Pennsylvania Rules of Appellate Procedure.

15c138s

§ 138.  Statement of correction.

(a)  Filing of statement.--Whenever any document authorized or required to be delivered to the department for filing by any provision of this title has been so filed and is an inaccurate record of the action therein referred to or was defectively or erroneously executed, the document may be corrected by delivering to the department for filing a statement of correction. The statement of correction, except as provided in subsection (c), shall be signed by the association or other person that delivered the inaccurate, defective or erroneous document for filing and shall set forth:

(1)  The name of the association or other person and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the location, including street and number, if any, of its registered or other office.

(2)  The statute by or under which the association was formed, or the preceding filing was made, in the case of a filing that does not constitute a part of the public organic record of an association.

(3)  The inaccuracy or defect to be corrected.

(4)  The portion of the document requiring correction in corrected form or, if the document was erroneously executed, a statement that the original document shall be deemed reexecuted or stricken from the records of the department, as the case may be.

(b)  Effect of filing.--

(1)  The corrected document shall be effective:

(i)  Upon filing in the department, as to those persons who are substantially and adversely affected by the correction.

(ii)  As of the date the original document was effective, as to all other persons.

(2)  A filing under this section shall not have the effect of causing the original public organic record of an association to be stricken from the records of the department, but the public organic record may be corrected under this section.

(c)  Filing pursuant to court order.--If the association or other person refuses to deliver to the department for filing an appropriate statement of correction under this section within ten business days after any person adversely affected has made a demand in record form for the correction, the affected person may apply to the court for an order to compel the filing. If the court finds that a document on file in the department is inaccurate, defective or erroneous, it may direct the association or other person who effected the inaccurate, defective or erroneous filing to deliver to the department for filing an appropriate statement of correction, or it may order the clerk to execute the statement under the seal of the court and cause the statement to be delivered to the department for filing. In the absence of fraud, an application may not be made to a court under this subsection with respect to a document more than one year after the date on which it was originally filed in the department.

(d)  Cross reference.--See section 135 (relating to requirements to be met by filed documents).

15c138v

(June 22, 2001, P.L.418, No.34, eff. 60 days; Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

Cross References.  Section 138 is referred to in sections 136, 137, 1103, 1902, 5103, 5902, 8503, 8903, 9503 of this title.

15c139s

§ 139.  Tax clearance of certain fundamental transactions.

(a)  Requirement.--Except as provided in subsection (c) or (d), clearance certificates from the Department of Revenue and the Department of Labor and Industry, evidencing the payment by the association of all taxes and charges due the Commonwealth required by law, must be delivered to the department for filing when any of the following is delivered to the department for filing:

(1)  Articles or a statement or certificate of merger merging a domestic association into a nonregistered foreign association.

(2)  Articles or a statement or certificate of conversion or domestication effecting a conversion or domestication of a domestic association into a nonregistered foreign association.

(3)  Articles or a certificate of dissolution or a statement of revival of a domestic association.

(4)  An application for termination of registration, statement of withdrawal or similar document by a registered foreign association.

(5)  Articles or a statement or certificate of division dividing a domestic association solely into foreign associations.

(b)  Tax clearance in judicial proceedings.--Until the clearance certificates described in subsection (a) have been filed with the court:

(1)  The court shall not order the dissolution of a domestic business corporation, nonprofit corporation or business trust.

(2)  The court shall not approve a final distribution of the assets of a domestic general partnership, limited partnership, electing partnership or limited liability company if the court is supervising the winding up of the association.

(c)  Alternative provisions.--If clearance certificates are filed with the court as required under subsection (b), it shall not be necessary to file the clearance certificates with the Department of State.

(d)  Registration of foreign associations.--It shall not be necessary to deliver clearance certificates under subsection (a) if, simultaneously with the delivery of the articles, statement or certificate of merger, conversion, division or domestication:

(1)  the foreign association that is the surviving, converted or domesticated association registers to do business in this Commonwealth; or

(2)  at least one of the new foreign associations resulting from the division registers to do business in this Commonwealth.

15c139v

(Dec. 7, 1994, P.L.703, No.106, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days; Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 amended subsec. (a) and added subsec. (d).

Cross References.  Section 139 is referred to in sections 135, 335, 355, 366, 375, 415, 1341, 1977, 1989, 5341, 5955, 5977, 5989, 8359, 8513, 8573, 8964, 8973, 8975 of this title; section 1305 of Title 17 (Credit Unions).

15c140s

§ 140.  Custody and management of orphan corporate and business records.

(a)  General rule.--Any orphan corporate and business record under the custody or control of a county, including the City and County of Philadelphia, may become a Commonwealth record in the manner provided in this section. The Department of State, with the concurrence of the county records committee existing under the act of August 14, 1963 (P.L.839, No.407), may provide for the transfer on a progressive and phased basis to the custody and management of the department of any or all orphan corporate and business records. To the extent feasible, such records shall be integrated with records of the department relating to the same type of matters or transactions.

(b)  Procedure.--The transfer contemplated by subsection (a) shall be effected on a basis consistent with the availability of appropriations. It is the intention of this section to encourage the department to schedule work under this section on a seasonal or otherwise intermittent basis in order to facilitate the smoothing of the workload of the department. The department may classify orphan corporate and business records for purposes of priority of transfer by county of origin, type of matter or transaction, vintage of matter or transaction, or on any other basis or combination of bases which the department may deem to be appropriate. The department shall publish and update in the Pennsylvania Code a schedule, by county and type of matter or transaction, setting forth where, as between a county and the department, custody of all orphan corporate and business records then resides.

(c)  Fictitious name records.--The following statutes provided for duplicate filing of fictitious name registrations in both the department and in the office of the clerk of the court of common pleas or an equivalent row office in a home rule charter county:

(1)  Act of June 28, 1917 (P.L.645, No.227), relating to individual fictitious names.

(2)  Act of May 24, 1945 (P.L.967, No.380), referred to as the Fictitious Names Act.

(3)  Act of July 11, 1957 (P.L.783, No.374), known as the Fictitious Corporate Name Act.

The county records committee may provide for the destruction of such duplicate records without transfer to the custody of the department.

(d)  Definition.--As used in this section, the term "orphan corporate and business records" means corporate and limited partnership filings and recordings which were formerly effected in the office of the clerk of the court of common pleas or the office for the recording of deeds or an equivalent row office in a home rule charter county and which are no longer effected in such offices by reason of the enactment of:

(1)  The act of December 19, 1990 (P.L.834, No.198), known as the GAA Amendments Act of 1990, with respect to insurance corporations, including corporations incorporated under or subject to the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921, or incorporated under the acts of: April 28, 1903 (P.L.329, No.259); April 20, 1927 (P.L.317, No.190); June 24, 1939 (P.L.686, No.320); June 20, 1947 (P.L.687, No.298); June 28, 1951 (P.L.941, No.184); or July 15, 1957 (P.L.929, No.401); or any similar act relating to the incorporation or reincorporation of limited life insurance companies.

(2)  The act of December 21, 1988 (P.L.1444, No.177), known as the General Association Act of 1988, with respect to certain:

(i)  cooperative corporations incorporated under or subject to the act of June 7, 1887 (P.L.365, No.252), referred to as the Cooperative Association Act; and

(ii)  public utility corporations, including corporations incorporated under or subject to the act of April 4, 1868 (P.L.62, No.29), referred to as the General Railroad Law; the act of April 29, 1874 (P.L.73, No.32), known as the Corporation Act of 1874; or the act of May 29, 1885 (P.L.29, No.32), referred to as the Natural Gas Company Act of 1885.

(3)  The act of December 19, 1975 (P.L.524, No.155), with respect to certain limited partnerships, including limited partnerships formed under the act of April 12, 1917 (P.L.55, No.37), known as The Uniform Limited Partnership Act, or the act of March 21, 1836 (P.L.143, No.51), referred to as the Limited Partnerships Act of 1836.

(4)  The act of November 15, 1972 (P.L.1063, No.271), with respect to nonprofit corporations incorporated under or subject to the act of May 5, 1933 (P.L.289, No.105), known as the Nonprofit Corporation Law of 1933, including corporations of the first class incorporated under or subject to the Corporation Act of 1874.

(5)  Any similar act providing for the central filing in the department of a document of a type previously filed or recorded solely on a county or other decentralized basis.

15c140v

(Dec. 19, 1990, P.L.834, No.198, eff. imd.)

 

1990 Amendment.  Act 198 added section 140.

Cross References.  Section 140 is referred to in sections 1311, 5311, 8519 of this title.

15c141s

§ 141.  Abandonment of filing before effectiveness.

(a)  General rule.--A document in record form delivered to the department for filing may be abandoned before it takes effect by delivering to the department for filing a statement of abandonment.

(b)  Requirements for statement of abandonment.--A statement of abandonment must:

(1)  be signed by a person with the authority to sign the statement;

(2)  identify the document to be abandoned; and

(3)  state that abandonment of the document has been validly approved.

(c)  Effect of statement of abandonment.--Upon filing by the department of a statement of abandonment, the action or transaction evidenced by the original document shall not take effect.

15c141v

(Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 added section 141.

Cross References.  Section 141 is referred to in sections 136, 334, 344, 354, 365, 374 of this title.

15c142s

§ 142.  Effect of signing filings.

(a)  Affirmation of truth.--Signing a document delivered to the department for filing is an affirmation under the penalties provided in 18 Pa.C.S. § 4904 (relating to unsworn falsification to authorities) that the facts stated in the document are true in all material respects.

(b)  Signature by agent or legal representative.--A document filed under this title may be signed by an agent. If this title requires a particular individual to sign a document and the individual is deceased or incompetent, the document may be signed by a legal representative of the individual on behalf of the individual.

(c)  Affirmation of authority.--A person that signs a document delivered to the department for filing affirms as a fact that the person is authorized to sign the document.

15c142v

(Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 added section 142.

15c143s

§ 143.  Liability for inaccurate information in filing.

If a document that is delivered to the department for filing under this title and filed by the department contains inaccurate information at the time of delivery to the department, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the document or caused another to sign it on behalf of the person and knew at the time the document was delivered that the information was inaccurate.

15c143v

(Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 added section 143.

15c144s

§ 144.  Signing and filing pursuant to judicial order.

(a)  Petition.--If a person required by this title to sign a document or deliver a document to the department for filing under this title does not do so, another person that is aggrieved may petition the court to order:

(1)  the person to sign the document;

(2)  the person to deliver the document to the department for filing; or

(3)  the department to file the document unsigned.

(b)  Association.--If a petitioner under subsection (a) is not the association to which the document pertains, the petitioner shall make the association a party to the action.

(c)  Effect.--A record filed under subsection (a)(3) is effective without being signed.

15c144v

(Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 added section 144.

15c145s

§ 145.  Subsistence certificate.

(a)  General rule.--On request of a person, the department shall issue:

(1)  a subsistence certificate for a domestic filing entity or domestic limited liability partnership; or

(2)  a certificate of registration for a registered foreign association.

(b)  Contents of certificate.--A certificate under subsection (a) must state:

(1)  the name of the domestic filing entity or domestic limited liability partnership or the name under which the registered foreign association is registered in this Commonwealth;

(2)  in the case of a domestic filing entity or domestic limited liability partnership, that the entity is currently subsisting on the records of the department; and

(3)  in the case of a registered foreign association, that it is registered to do business in this Commonwealth.

(c)  Effect of certificate.--Subject to any qualification stated in the certificate, a certificate issued by the department under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.

15c145v

(Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 added section 145.

15c151h

 

 

SUBCHAPTER C

CORPORATION BUREAU AND UCC FEES

 

Sec.

151.  Short title and application of subchapter.

152.  Definitions.

153.  Fee schedule.

154.  Enforcement and collection.

155.  Disposition of funds.

156.  References.

 

Enactment.  Subchapter C was added December 19, 1990, P.L.834, No.198, effective January 1, 1991.

Subchapter Heading.  The heading of Subchapter C was carried without amendment June 8, 2001, P.L.123, No.18, effective July 1, 2001.

Prior Provisions.  Former Subchapter C, which related to definitive and contingent domestication of foreign associations, was added December 21, 1988, P.L.1444, No.177, and relettered to Subchapter D December 19, 1990, P.L.834, No.198, effective immediately.

Cross References.  Subchapter C is referred to in sections 105, 8221, 8998 of this title.

15c151s

§ 151.  Short title and application of subchapter.

(a)  Short title.--This subchapter shall be known and may be cited as the Corporation Bureau and UCC Fee Law.

(b)  Application.--This subchapter contains an enumeration of fees to be charged by the Corporation Bureau of the department for services performed under this title or any other provision of law relating to corporations or associations and under Titles 13 (relating to commercial code), 17 (relating to credit unions) and 54 (relating to names).

15c151v

(June 8, 2001, P.L.123, No.18, eff. July 1, 2001)

 

2001 Amendment.  Act 18 amended subsec. (b).

15c152s

§ 152.  Definitions.

The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:

"Ancillary transaction."  Includes:

(1)  preclearance of document;

(2)  amendment of articles, charter, certificate or other organic document, restatement of articles, charter, certificate or other organic document;

(3)  dissolution, cancellation or termination of an association;

(4)  withdrawal by foreign association;

(5)  withdrawal by a partner;

(6)  any transaction similar to any item listed in paragraphs (1) through (5);

(6.1)  withdrawal, abandonment or termination of a document which has been delivered to the department for filing but has not yet become effective; or

(7)  delivery to the department for filing in, by or with the department or the Secretary of the Commonwealth of any articles, statements, proceedings, agreements or any similar papers affecting associations under the statutes of this Commonwealth for which a specific fee is not set forth in section 153 (relating to fee schedule) or other applicable statute.

"Bureau."  (Deleted by amendment).

15c152v

(July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 amended par. (6) of the def. of "ancillary transaction" and added par. (6.1) of the def. of "ancillary transaction."

15c153s

§ 153.  Fee schedule.

(a)  General rule.--The nonrefundable fees of the bureau, including fees for the public acts and transactions of the Secretary of the Commonwealth administered through the bureau, shall be as follows:

(1)  Domestic corporations:

 

(i)  Articles of incorporation, letters patent or similar instruments incorporating a corporation

 

$125

(ii)  Each ancillary transaction..............

70

(2)  Foreign associations:

 

(i)  Registration statement or similar qualifications to do business.....................

 

250

(ii)  Amendment of registration statement or similar change in qualification to do business....

 

250

(iii)  Domestication of alien association under section 161 (relating to domestication of certain alien associations).......................

 

 

250

(iv)  Statement of merger, division or conversion or similar instrument reporting occurrence of merger, division or conversion not effected by a filing in the department............

 

 

 

70

(v)  Additional fee for each qualified foreign association which is named in a statement of merger or similar instrument......................

 

 

40

(vi)  Each ancillary transaction..............

70

(3)  Partnerships and limited liability companies:

 

(i)  Certificate of limited partnership or certificate of organization of a limited liability company...........................................

 

 

125

(ii)  Statement of registration of registered limited liability partnership or statement of election as an electing partnership...............

 

 

125

(iii)  Each ancillary transaction.............

70

(4)  Unincorporated nonprofit associations:

 

(i)  Statement appointing an agent to receive service of process................................

 

70

(ii)  Resignation of appointed agent..........

40

(iii)  Amendment or cancellation of statement appointing an agent...............................

 

70

(5)  Business trusts:

 

(i)  Declaration of trust or other initial instrument for a business trust...................

 

125

(ii)  Each ancillary transaction..............

70

(6)  Fictitious names:

 

(i)  Registration.............................

70

(ii)  Each ancillary transaction..............

70

(7)  Service of process:

 

(i)  Each defendant named or served...........

70

(ii)  (Reserved).

 

(8)  Trademarks, emblems, union labels, description of bottles and similar matters:

 

(i)  Trademark registration...................

50

(ii)  Each ancillary trademark transaction....

50

(iii)  Another registration under this paragraph.........................................

 

70

(iv)  Another ancillary transaction under this paragraph.........................................

 

70

(9)  Uniform Commercial Code:

 

(i)  As provided in 13 Pa.C.S. § 9525 (relating to fees).

 

(ii)  (Reserved).

 

(10)  Copy fees, including copies furnished under the Uniform Commercial Code:

 

(i)  Each page furnished......................

3

(ii)  (Reserved).

 

(11)  Certification fees:

 

(i)  For certifying copies of a document or paper on file, the fee specified under paragraph (10), if the department furnished the copy, plus..

 

 

40

(ii)  (Reserved).

 

(iii)  For issuing any other certificate of the Secretary of the Commonwealth or the department, other than an engrossed certificate...

 

 

40

(iv)  For preparing and issuing an engrossed certificate.......................................

 

125

(12)  Report of record search other than a search under paragraph (9):

 

(i)  For preparing and providing a report of a record search, the fee specified in paragraph (10), if any, plus................................

 

 

15

(ii)  (Reserved).

 

(13)  Reservation and registration of names:

 

(i)  Reservation of association name..........

70

(ii)  Registration of foreign association name

70

(14)  Change of registered office or address:

 

(i)  Each statement of change of registered office by agent...................................

 

5

(ii)  Each statement or certificate of change of registered office..............................

 

5

(iii)  Each statement of change of address....

5

(15)  Expedited service:

 

(i)  For the processing of a filing under this title or 13 Pa.C.S. (relating to commercial code) which is received by the bureau before 4 p.m. and is requested to be completed within one hour, an additional fee of.................................

 

 

 

 

1,000

(ii)  For the processing of a filing under this title or 13 Pa.C.S. which is received by the bureau before 2 p.m. and is requested to be completed within three hours, an additional fee of

 

 

 

300

(iii)  For processing of a filing under this title or 13 Pa.C.S. which is received by the bureau before 10 a.m. and is requested to be completed the same day, an additional fee of......

 

 

 

100

(16)  Entity transactions:

 

(i)  Statement of merger, interest exchange, conversion, division or domestication.............

 

70

(ii)  Additional fee for each association that is a party to a merger............................

 

40

(iii)  Additional fee for each new association resulting from a division.........................

 

125

(iv)  Each ancillary transaction..............

70

(17)  Special processing fees:

 

(i)  Request that multiple documents delivered to the department on the same day be filed in a certain order.....................................

 

 

70

(ii)  (Reserved).

 

(b)  Daily listings.--The bureau may provide listings or copies or microfilm, or both, of complete daily filings of any class of documents or papers for a fee of 25¢ per filing listed or set forth therein.

(c)  Other services.--The bureau may charge equivalent fees for any like service not specified in subsection (a) or (b).

(d)  Restriction.--UCC revenue received by a county recorder of deeds under 13 Pa.C.S. § 9525 (relating to fees) after June 1, 2001, Shall be restricted for use by the county recorder of deeds and the county prothonotary. The revenue shall be credited to the offices of the county recorder of deeds and the county prothonotary on the basis of the amount collected in each office in calendar year 2000, excluding any amounts paid to the Commonwealth. Revenue received in excess of the total amount received by each office during the year 2000, excluding amounts paid to the Commonwealth, shall be distributed pro rata to the county recorder of deeds and the county prothonotary. In a county without a recorder of deeds or a prothonotary, the provisions of the subsection shall apply to the equivalent county officials.

15c153v

(Dec. 18, 1992, P.L.1269, No.167, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; Dec. 7, 1994, P.L.703, No.106, eff. 60 days; Dec. 3, 1998, P.L.944, No.124, eff. 60 days; June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Dec. 23, 2003, P.L.282, No.47, eff. imd.; July 9, 2013, P.L.476, No.67; Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 amended subsec. (a).

2013 Amendment.  Section 58(2) of Act 67 provided that subsec. (a)(16) shall take effect upon publication of the notice under section 55 of Act 67. See section 55 of Act 67 in the appendix to this title for special provisions relating to publication of notice.

2001 Amendment.  Act 18 amended subsec. (a) intro. par. and (8) and added subsec. (d).

Cross References.  Section 153 is referred to in sections 133, 152 of this title; section 1112 of Title 54 (Names).

15c154s

§ 154.  Enforcement and collection.

(a)  General rule.--

(1)  The department shall not be required to receive or file any document or paper unless the same shall be accompanied by the proper fee, but the department may in its discretion permit the filing of any document or paper without first requiring payment of the fee required by this subchapter when satisfied that the fee will be paid promptly. If any such fee is not paid in the manner and within the time prescribed by regulation of the department, the filing to which such fee relates shall become void.

(2)  With respect to filings under 13 Pa.C.S. Div. 9 (relating to secured transactions), paragraph (1) is subject to 13 Pa.C.S. §§ 9516 (relating to what constitutes filing; effectiveness of filing) and 9520 (relating to acceptance and refusal to accept record).

(b)  Extension of credit.--The department may make provision by regulation for the extension of credit to persons dealing with it. Any person who shall fail or refuse to satisfy any indebtedness owing to the Commonwealth under this subchapter in the manner and within the time prescribed by regulation adopted pursuant to this subsection shall pay to the Commonwealth, in addition to the principal amount of such indebtedness and interest thereon, liquidated damages in the amount of $500.

15c154v

(June 8, 2001, P.L.123, No.18, eff. July 1, 2001)

 

2001 Amendment.  Act 18 amended subsec. (a).

15c155s

§ 155.  Disposition of funds.

(a)  Corporation Bureau Restricted Account.--The Corporation Bureau Restricted Account, established under former section 814 of the act of April 9, 1929 (P.L.177, No.175), known as The Administrative Code of 1929, is continued. This account shall receive 30% of the amount received by the department under this subchapter except for the fees collected under 13 Pa.C.S. § 9525(a)(1)(ii) (relating to fees). This account shall receive 5% of the amount received by the department under 13 Pa.C.S. § 9525(a)(1)(ii). The balance of the amount received by the department under this subchapter shall be deposited in the General Fund. Money in the account shall be used solely for the operation of the bureau and for its modernization as may be required for improved operations of the bureau unless a surplus arises after two consecutive years, at which time the Secretary of the Commonwealth shall transfer any amount in excess of the bureau's budget into the General Fund.

(b)  Expenditures.--The department shall submit a budget for the operation or modernization of the bureau to the Governor for approval. Such funds as are approved by the Governor are hereby appropriated from the Corporation Bureau Restricted Account to the department for the operation of the bureau.

(c)  Advisory committee.--The Secretary of the Commonwealth shall appoint a Corporation Bureau Advisory Committee. The committee shall be composed of persons knowledgeable in matters covered by this title and related provisions of law and who have been recommended for appointment to the committee by the organized bar or other organized users of the facilities and services of the bureau. Members shall serve without compensation other than reimbursement for reasonable and necessary expenses in accordance with Commonwealth policy or regulations, shall serve for terms fixed by the secretary and may be reappointed. The Chairman of the committee shall be elected by the committee. The committee shall make recommendations to the Governor with respect to each budget submitted under subsection (b) and may consult with the department in the administration of this title and related provisions of law. The committee, in consultation with the bureau and the department, shall submit, by June 1 of each odd-numbered year, a report to the General Assembly describing its activities under this title and any recommended changes to this title.

15c155v

(June 8, 2001, P.L.123, No.18, eff. July 1, 2001; June 22, 2001, P.L.418, No.34, eff. 60 days; Dec. 23, 2003, P.L.282, No.47, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days)

 

2013 Amendment.  Act 67 amended subsec. (b) and added subsec. (a).

2003 Repeal.  Act 47 repealed subsec. (a).

2001 Amendments.  Act 18 amended subsec. (a) and Act 34 amended subsec. (c).

Cross References.  Section 155 is referred to in sections 8221, 8998 of this title.

15c156s

§ 156.  References.

In statutes, regulations and orders, a reference to the Corporation Bureau shall be deemed a reference to the bureau.

15c156v

(July 9, 2013, P.L.476, No.67, eff. 60 days)

 

2013 Amendment.  Act 67 added section 156.

15c161h

 

 

SUBCHAPTER D

DOMESTICATION OF CERTAIN

ALIEN ASSOCIATIONS

 

Sec.

161.  Domestication of certain alien associations.

162.  Contingent domestication of certain alien associations (Repealed).

 

Enactment.  Subchapter D was added as Subchapter C December 21, 1988, P.L.1444, No.177, effective October 1, 1989, and was relettered to Subchapter D December 19, 1990, P.L.834, No.198, effective immediately.

Subchapter Heading.  The heading of Subchapter D was amended October 22, 2014, P.L.2639, No.172, effective July 1, 2015.

The heading of Subchapter D was amended December 19, 1990, P.L.834, No.198, effective immediately.

15c161s

§ 161.  Domestication of certain alien associations.

(a)  General rule.--Except as restricted by subsection (e), any association as defined in subsection (f) may become a domestic association by filing in the Department of State a statement of domestication.

(b)  Statement of domestication.--The statement of domestication shall be signed by the association and shall set forth in the English language:

(1)  The name of the association. If the name is in a foreign language, it shall be set forth in Roman letters or characters or Arabic or Roman numerals. If the name is one that is rendered unavailable for use by a domestic entity by section 202(b) or (c) (relating to requirements for names generally), the association shall adopt a new name, in accordance with any procedures for changing the name of the association that are applicable prior to the domestication of the association, and shall set forth the new name in the statement.

(2)  The name of the jurisdiction under the laws of which and the date on which it was first formed, incorporated or otherwise came into being.

(3)  The name of the jurisdiction that constituted the seat, siege social or principal place of business or control administration of the association, or any equivalent under applicable law, immediately prior to the filing of the statement.

(4)  A statement of the type of domestic association that the association will be upon domestication.

(5)  A statement that the filing of the statement of domestication and, if desired, the renunciation of the prior domicile has been authorized (unless its organic rules require a greater vote) by a majority in interest of the interest holders of the association.

(6)  If the association will be a type of domestic association that is created by a filing in the department, such other provisions as are required to be included in an initial filing to create that type of domestic association, except that it shall not be necessary to set forth the name of the person organizing the association.

(7)  Any other provision that the association may choose to insert unless this title prohibits the inclusion of such a provision in a filing that creates the type of domestic association that the association will be upon domestication.

(c)  Execution.--The statement shall be signed on behalf of the association by any authorized person.

(d)  Effect of domestication.--Upon the filing of the statement of domestication, the association shall be domesticated in this Commonwealth and the association shall thereafter be subject to any applicable provisions of this title and any other provisions of law applicable to associations existing under the laws of this Commonwealth. If the association will be a type of domestic association that is created by a filing in the department, the statement of domestication shall constitute that filing. The domestication of any association in this Commonwealth pursuant to this section shall not be deemed to affect any obligations or liabilities of the association incurred prior to its domestication.

(e)  Exclusion.--An association that can be domesticated under Subchapter G of Chapter 3 (relating to domestication) shall not be domesticated under this section.

(f)  Definition.--As used in this section, the term "association," except as restricted by subsection (e), includes any incorporated organization, private law corporation (whether or not organized for business purposes), public law corporation, partnership, proprietorship, joint venture, foundation, trust, association or similar organization or entity existing under the laws of any jurisdiction other than this Commonwealth.

15c161v

(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days; Oct. 22, 2014, P.L.2639, No.172, eff. July 1, 2015)

 

2014 Amendment.  Act 172 amended subsec. (b) intro. par., (1) and (5), (e) and (f).

2001 Amendment.  Act 34 amended subsecs. (b), (d), (e), (f) and (g) and carried without amendment subsec. (c).

1990 Amendment.  Act 198 renumbered section 151 to section 161 and amended the section heading and subsecs. (e) and (f).

Cross References.  Section 161 is referred to in section 153 of this title.

15c162s

§ 162.  Contingent domestication of certain alien associations (Repealed).

15c162v

 

2014 Repeal.  Section 162 was repealed October 22, 2014, P.L.2639, No.172, effective July 1, 2015.

15c201h

 

 

CHAPTER 2

ENTITIES GENERALLY

 

Subchapter

A.  Names

B.  (Reserved)

 

Enactment.  Chapter 2 was added October 22, 2014, P.L.2639, No.172, effective July 1, 2015.

 

 

SUBCHAPTER A

NAMES

 

Sec.

201.  Definitions.

202.  Requirements for names generally.

203.  Corporation names.

204.  Partnership and limited liability company names.

205.  Business trust names.

206.  Requirements for foreign association names.

207.  Required name changes by senior associations.

208.  Reservation of name.

209.  Registration of name of nonregistered foreign association.

 

Cross References.  Subchapter A is referred to in section 414 of this title.

15c201s

§ 201.  Definitions.

The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:

"Covered association."  Any of the following:

(1)  a domestic filing entity;

(2)  a domestic limited liability partnership;

(3)  an electing partnership; or

(4)  a registered foreign association.

"Proper name."  The name set forth in:

(1)  the public organic record of a domestic filing association;

(2)  the statement of registration of a limited liability partnership;

(3)  the statement of election of an electing partnership; or

(4)  the statement of registration of a registered foreign association under section 412(a)(1)(i) (relating to foreign registration statement) or, if that name does not comply with this section, the name set forth in the statement under section 412(a)(1)(ii).

15c202s

§ 202.  Requirements for names generally.

(a)  General rule.--The proper name of a covered association may be in any language, but it must be expressed in Roman letters or characters, Arabic or Roman numerals or symbols or characters specified by regulation of the department under section 133(a)(3)(vi) (relating to powers of Department of State).

(b)  Duplicate use of names.--Except as provided in subsection (f), the proper name of a covered association must be distinguishable on the records of the department from the following:

(1)  The proper name of another covered association or the name of an association registered at any time under 54 Pa.C.S. Ch. 5 (relating to corporate and other association names), unless the covered association or other association has:

(i)  stated that it is about to change its name, is about to cease to do business, is being wound up or is a foreign association about to withdraw from doing business in this Commonwealth, and the statement and a consent to the adoption of the name are delivered to the department for filing;

(ii)  filed a tax return or certificate with the Department of Revenue indicating that the covered association or other association is out of existence or has failed for a period of three successive years to file with the Department of Revenue a report or return required by law and the fact of the failure has been certified by the Department of Revenue to the Department of State;

(iii)  abandoned its name under the laws of its jurisdiction of formation, by amendment, merger, consolidation, division, expiration, dissolution or otherwise, without its name being adopted by a successor, and an official record of that fact, certified as provided under 42 Pa.C.S. § 5328 (relating to proof of official records), is presented by a person to the department; or

(iv)  had the registration of its name under 54 Pa.C.S. Ch. 5 terminated.

(2)  A name that has been reserved or registered pursuant to section 208 (relating to reservation of name) or 209 (relating to registration of name of nonregistered foreign association). A name shall be rendered unavailable for use under this subchapter by reason of the filing by the department of an assumed or fictitious name registration under 54 Pa.C.S. Ch. 3 (relating to fictitious names) only to the extent expressly provided in 54 Pa.C.S. Ch. 3.

(c)  Required approvals or conditions.--

(1)  The proper name of a covered association shall not imply that the association is:

(i)  A governmental agency of the Commonwealth or of the United States.

(ii)  A bank, bank and trust company, savings bank, private bank or trust company, as defined in the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965, unless:

(A)  The association is a Pennsylvania bank holding company or is otherwise authorized by statute to use its name.

(B)  The association is a nonprofit corporation holding property in trust under section 5547 (relating to authority to take and hold trust property) and has been converted from a trust company under Subchapter E of Chapter 3 (relating to conversion). The preceding sentence controls over section 805(b) of the Banking Code of 1965.

(iii)  An insurance company, nor shall it contain any of the words "annuity," "assurance," "beneficial," "bond," "casualty," "endowment," "fidelity," "fraternal," "guaranty," "indemnity," "insurance," "insurer," "reassurance," "reinsurance," "surety" or "title" when used in a manner as to imply that the association is engaged in the business of writing insurance or reinsurance as principal or any other words of like purport unless it is duly licensed as an insurance company by its jurisdiction of formation or the Insurance Department certifies that it has no objection to the use by the association or proposed association of the designation. The proper name of a domestic insurance company shall:

(A)  contain the word "mutual" only if it is a mutual insurance company; and

(B)  clearly designate the object and purpose of the association.

(iv)  A public utility furnishing electric or gas service to the public, unless the association or proposed association has as an express purpose the furnishing of service subject to the jurisdiction of the Pennsylvania Public Utility Commission or the Federal Energy Regulatory Commission.

(v)  A credit union. See 17 Pa.C.S. § 104 (relating to prohibition on use of words "credit union").

(2)  The proper name of a covered association shall not contain:

(i)  The word "college," "university" or "seminary" when used in a manner as to imply that it is an educational institution conforming to the standards and qualifications prescribed by the State Board of Education, unless there is submitted a certificate from the Department of Education certifying that the association or proposed association is entitled to use that designation.

(ii)  Words that constitute blasphemy, profane cursing or swearing or that profane the Lord's name.

(iii)  The words "engineer" or "engineering," "surveyor" or "surveying" or any other word implying that any form of the practice of engineering or surveying as defined in the act of May 23, 1945 (P.L.913, No.367), known as the Engineer, Land Surveyor and Geologist Registration Law, is provided unless at least one of the individuals signing the initial public organic record of the association or one of the governors of the existing association has been properly registered with the State Registration Board for Professional Engineers in the practice of engineering or surveying and there is submitted to the department a certificate from the board to that effect.

(iv)  The words "architect" or "architecture" or any other word implying that any form of the practice of architecture as defined in the act of December 14, 1982 (P.L.1227, No.281), known as the Architects Licensure Law, is provided unless at least one of the individuals signing the initial public organic record of the association or one of the governors of the existing association has been properly registered with the Architects Licensure Board in the practice of architecture and there is submitted to the department a certificate from the board to that effect.

(v)  The word "cooperative" or an abbreviation thereof unless the corporation is a cooperative corporation.

(vi)  Any other words prohibited by law. See section 103 (relating to subordination of title to regulatory laws).

(d)  Other rights unaffected.--This section shall not abrogate or limit the law as to unfair competition or unfair practices nor derogate from the common law, the principles of equity or the provisions of 54 Pa.C.S. (relating to names) with respect to the right to acquire and protect trade names.

(e)  Remedies for violation of section.--The use of a name in violation of this section shall not vitiate or otherwise affect the existence or any acts of an association, but a court having jurisdiction may enjoin the association from using or continuing to use a name in violation of this section on the application of:

(1)  the Attorney General, acting on his or her own motion or at the instance of an administrative department, board or commission of this Commonwealth; or

(2)  a person adversely affected.

(f)  Court-ordered use of name.--Subsection (b) shall not apply if an association delivers to the department for filing a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the association to use a name in this Commonwealth.

15c202v

 

Cross References.  Section 202 is referred to in sections 161, 206, 207, 412, 418, 2121, 2921, 7703 of this title; sections 302, 311 of Title 54 (Names).

15c203s

§ 203.  Corporation names.

(a)  Business corporations.--The proper name of a domestic or registered foreign business corporation must contain:

(1)  the word "corporation," "company," "incorporated" or "limited" or an abbreviation of any of the terms;

(2)  the word "association," "fund" or "syndicate"; or

(3)  words or abbreviations of like import used in a jurisdiction other than this Commonwealth.

(b)  Nonprofit corporations.--The proper name of a domestic nonprofit corporation or registered foreign corporation not-for-profit shall not be required to contain one of the words or abbreviations described under subsection (a).

15c204s

§ 204.  Partnership and limited liability company names.

(a)  Limited liability partnerships.--The proper name of a domestic limited liability partnership or registered foreign limited liability partnership must contain the term "company," "limited" or "limited liability partnership," or an abbreviation of one of those terms, or words or abbreviations of like import used in a jurisdiction other than this Commonwealth.

(b)  Limited partnerships.--The proper name of a domestic or registered foreign limited partnership:

(1)  shall not be required to contain a word or abbreviation indicating that it is a limited partnership;

(2)  if it is a limited liability limited partnership, must contain:

(i)  the term "company," "limited" or "limited liability limited partnership" or a term of like import; or

(ii)  an abbreviation of a term under subparagraph (i); and

(3)  may contain the name of a partner.

(c)  Limited liability companies.--The proper name of a domestic limited liability company or registered foreign limited liability company must contain the term "company," "limited" or "limited liability company," or an abbreviation of one of those terms, or words or abbreviations of like import used in a jurisdiction other than this Commonwealth.

15c205s

§ 205.  Business trust names.

The proper name of a domestic business trust or registered foreign business trust shall not be required to contain a word or abbreviation indicating that it is a business trust.

15c206s

§ 206.  Requirements for foreign association names.

(a)  General rule.--The department shall not file a registration statement pursuant to section 412 (relating to foreign registration statement) for a foreign association that, except as provided under subsection (b), has a name that is rendered unavailable for use by a covered association under section 202(a), (b) or (c)(1)(i), (iii), (iv) or (v) or (2) (relating to requirements for names generally).

(b)  Exception.--The provisions of section 202(b) and (c) shall not prevent the filing of a registration statement of a foreign association setting forth a name that is prohibited by section 202(b) and (c) if the foreign association delivers to the department for filing a resolution of its governors adopting a name for use in registering to do business in this Commonwealth that is available for use by a covered association.

15c206v

 

Cross References.  Section 206 is referred to in section 209 of this title.

15c207s

§ 207.  Required name changes by senior associations.

(a)  Loss of rights to name.--A covered association shall cease to have the exclusive right to its proper name if the association:

(1)  has failed to file in the Department of Revenue a report or a return required by law;

(2)  has filed in the Department of Revenue a tax return or certificate indicating that it is out of existence; or

(3)  has failed to file the most recent required decennial filing under 54 Pa.C.S. § 503 (relating to decennial filings required).

(b)  Adoption of new name on reactivation.--Upon the removal of the reason why a covered association has lost the exclusive right to its proper name under subsection (a), the association shall make inquiry with the Department of State with regard to the availability of its name and, if the name has been appropriated by another person, the covered association shall adopt a new name in accordance with law before resuming its activities.

(c)  Enforcement of undertaking to release name.--If a covered association has used a name that is not distinguishable on the records of the Department of State from the name of another association as permitted by section 202(b)(1) (relating to requirements for names generally) and the other association continues to use its name in this Commonwealth and does not change its name, cease to do business, be wound up or withdraw as it proposed to do in its consent or change its name as required by subsection (a), any court having jurisdiction may enjoin the other association from continuing to use its name or a name that is not distinguishable therefrom on the application of:

(1)  the Attorney General, acting on his or her own motion or at the instance of an administrative department, board or commission of this Commonwealth; or

(2)  any person adversely affected.

15c207v

 

Cross References.  Section 207 is referred to in sections 1341, 5341 of this title.

15c208s

§ 208.  Reservation of name.

(a)  General rule.--The exclusive right to the use of a name may be reserved by any person. The reservation shall be made by delivering to the department an application to reserve a specified name, signed by the applicant. If the department finds that the name is available for use, it shall reserve the name for the exclusive use of the applicant for a period of 120 days.

(b)  Transfer of reservation.--The right to exclusive use of a name reserved pursuant to subsection (a) may be transferred to any other person by delivering to the department a notice in record form of the transfer, signed by the person who reserved the name, and specifying the name and address of the other person.

(c)  Cross references.--See:

Section 134 (relating to docketing statement).

Section 135 (relating to requirements to be met by filed documents).

Section 209 (relating to registration of name of nonregistered foreign association).

15c208v

 

Cross References.  Section 208 is referred to in section 202 of this title; sections 311, 503 of Title 54 (Names).

15c209s

§ 209.  Registration of name of nonregistered foreign association.

(a)  General rule.--A nonregistered foreign association may register its name under 54 Pa.C.S. Ch. 5 (relating to corporate and other association names) if the name is available for use by a registered foreign association pursuant to section 206 (relating to requirements for foreign association names) by delivering to the department for filing an application for registration of name, signed by the association, setting forth:

(1)  The name of the association.

(2)  The address, including street and number, if any, of the principal office of the association.

(b)  Annual renewal.--An association that has in effect a registration of its name may renew the registration from year to year by annually delivering to the department for filing an application for renewal setting forth the facts required to be set forth in an original application for registration. A renewal application may be filed between October 1 and December 31 in each year and shall extend the registration for the following calendar year.

(c)  Use of registered name.--A foreign association whose name registration is effective may register as a foreign association under the registered name or consent in record form to the use of that name by another association.

(d)  Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).

15c209v

 

Cross References.  Section 209 is referred to in sections 202, 208 of this title; sections 311, 501, 502, 503 of Title 54 (Names).

15c211h

 

 

SUBCHAPTER B

(Reserved)

15c311h

 

 

CHAPTER 3

ENTITY TRANSACTIONS

 

Subchapter

A.  Preliminary Provisions

B.  Approval of Entity Transactions

C.  Merger

D.  Interest Exchange

E.  Conversion

F.  Division

G.  Domestication

 

Enactment.  Chapter 3 was added October 22, 2014, P.L.2639, No.172, effective July 1, 2015.

Cross References.  Chapter 3 is referred to in sections 1103,  1306, 1704, 1766, 1932, 2721, 5103, 5704, 7723, 8503, 8903, 9303, 9503 of this title.

 

 

SUBCHAPTER A

PRELIMINARY PROVISIONS

 

Sec.

311.  Short title of chapter.

312.  Definitions.

313.  Relationship of chapter to other provisions of law.

314.  Regulatory conditions and required notices and approvals.

315.  Nature of transactions.

316.  Contents of plan.

317.  Contractual dissenters rights in entity transactions.

318.  Excluded entities and transactions.

319.  Party to plan or transaction.

320.  Submission of matters to interest holders.

15c311s

§ 311.  Short title of chapter.

This chapter shall be known and may be cited as the Entity Transactions Law.

15c312s

§ 312.  Definitions.

(a)  Definitions.--The following words and phrases when used in this chapter shall have the meanings given to them in this subsection unless the context clearly indicates otherwise:

"Acquired association."  The domestic entity or foreign association, all of one or more classes or series of interests in which are acquired in an interest exchange.

"Acquiring association."  The domestic entity or foreign association that acquires all of one or more classes or series of interests of the acquired association in an interest exchange.

"Conversion."  A transaction authorized by Subchapter E (relating to conversion).

"Converted association."  The converting association as it continues in existence after a conversion.

"Converting association."  The domestic entity or domestic banking institution that approves a plan of conversion pursuant to section 353 (relating to approval of conversion) or the foreign association that approves a conversion pursuant to the laws of its jurisdiction of formation.

"Dividing association."  The domestic entity that approves a plan of division pursuant to section 363 (relating to approval of division) or 364 (relating to division without interest holder approval) or the foreign association that approves a division pursuant to the laws of its jurisdiction of formation.

"Division."  A transaction authorized by Subchapter F (relating to division).

"Domesticated entity."  The domesticating entity as it continues in existence after a domestication.

"Domesticating entity."  The domestic entity that approves a plan of domestication pursuant to section 373(a) (relating to approval of domestication) or the foreign entity that approves a domestication pursuant to section 373(b).

"Domestication."  A transaction authorized by Subchapter G (relating to domestication).

"Interest exchange."  A transaction authorized by Subchapter D (relating to interest exchange).

"Interest holder liability."  Either of the following:

(1)  Personal liability for a liability of an association that is imposed on a person either:

(i)  Solely by reason of the status of the person as an interest holder.

(ii)  By the organic rules of the association that make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.

(2)  An obligation of an interest holder under the organic rules of an association to contribute to the association.

"Merger."  A transaction in which two or more merging associations are combined into a surviving association pursuant to a document filed by the department or similar office in another jurisdiction.

"Merging association."  A domestic entity, domestic banking institution or foreign association that is a party to a merger under Subchapter C (relating to merger) and exists immediately before the merger becomes effective.

"New association."  An association that is created by a division.

"Plan."  A plan of merger, plan of interest exchange, plan of conversion, plan of division or plan of domestication, as applicable.

"Protected agreement."  Either of the following:

(1)  A record evidencing indebtedness and any related agreement in effect on July 1, 2015.

(2)  A protected governance agreement.

"Protected governance agreement."  Either of the following:

(1)  The organic rules of a domestic entity or foreign association in effect on {the Legislative Reference Bureau shall insert here on the effective date of this chapter}.

(2)  An agreement that is binding on any of the governors or interest holders of a domestic entity or foreign association on July 1, 2015.

"Registered office."  In the case of a domestic banking institution that is a corporation, the principal place of business of the corporation set forth in its articles of incorporation as required by section 1004 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.

"Resulting association."  A dividing association, if it survives the division, or a new association.

"Special treatment."  A provision of a plan permitted by section 329 (relating to special treatment of interest holders).

"Surviving association."  The domestic entity, domestic banking institution or foreign association that continues in existence after or is created by a merger under Subchapter C.

(b)  Index of definitions.--Following is a nonexclusive list of definitions in section 102 (relating to definitions) that apply to this chapter:

"Act" or "action."

"Banking institution."

"Department."

"Dissenters rights."

"Domestic entity."

"Entity."

"Filing entity."

"Foreign entity."

"Governor."

"Interest."

"Interest holder."

"Obligation."

"Organic law."

"Organic rules."

"Private organic rules."

"Property."

"Public organic record."

"Record form."

"Registered foreign association."

"Representative."

"Sign."

"Transfer."

"Type."

15c313s

§ 313.  Relationship of chapter to other provisions of law.

(a)  Antitakeover provisions.--A transaction under this chapter to which a registered corporation is a party may not impair any right or obligation that a person has under, and may not make applicable to the corporation, any provision of section 2538 (relating to approval of transactions with interested shareholders) or Subchapters E (relating to control transactions), F (relating to business combinations), G (relating to control-share acquisitions), H (relating to disgorgement by certain controlling shareholders following attempts to acquire control), I (relating to severance compensation for employees terminated following certain control-share acquisitions) and J (relating to business combination transactions - labor contracts) of Chapter 25, nor shall it change the standard of care applicable to the directors under Subchapter B of Chapter 17 (relating to fiduciary duty) unless:

(1)  If the corporation does not survive the transaction, the transaction satisfies any requirements of the provision.

(2)  If the corporation survives the transaction, the approval of the transaction is by a vote of the shareholders or directors which would be sufficient to impair the right or obligation under or make the corporation subject to the provision.

(b)  Transitional provision.--

(1)  This subsection applies to a transaction of a type authorized by this chapter if:

(i)  prior to July 1, 2015, a step has been taken to effectuate the transaction; but

(ii)  the transaction does not take effect by July 1, 2015.

(2)  Except as set forth in paragraph (3), the transaction shall remain subject to the former provisions of law supplied by this chapter until the transaction:

(i)  is abandoned; or

(ii)  takes effect.

(3)  Notwithstanding paragraph (2), if the plan provides that this chapter applies to the transaction, this chapter shall apply to the transaction after June 30, 2015.

15c314s

§ 314.  Regulatory conditions and required notices and approvals.

(a)  Regulatory approvals.--If laws of this Commonwealth other than this chapter requires notice to or the approval of a governmental agency or officer of the Commonwealth in connection with the participation under an organic law that is not part of this title by a domestic or foreign association in a transaction which is a form of transaction authorized by this chapter, the notice must be given or the approval obtained by the association before it may participate in any form of transaction under this chapter.

(b)  Certain regulated businesses.--A domestic converted association, domestic domesticated entity, domestic new association, domestic resulting association or domestic surviving association may not acquire as a result of a transaction under this chapter the power to engage in the business of banking, insurance or acting as a trust company unless an association of that type is authorized to have and exercise that power under the laws of this Commonwealth.

(c)  Charitable assets.--Property held for a charitable purpose under the laws of this Commonwealth by a domestic or foreign association immediately before a transaction under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised or otherwise transferred unless, to the extent required by or pursuant to the laws of this Commonwealth concerning cy pres or other laws dealing with nondiversion of charitable assets, the domestic or foreign association obtains an appropriate order of a court of competent jurisdiction specifying the disposition of the property.

(d)  Preservation of transfers.--A bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance that is made to a merging association that is not the surviving association and that takes effect or remains payable after the merger inures to the surviving association. A trust obligation that would govern property if transferred to a merging association that is not the surviving association applies to property that is transferred to the surviving association.

(e)  Cross reference.--See section 318 (relating to excluded entities and transactions).

15c314v

 

Cross References.  Section 314 is referred to in sections 318, 331, 341, 351, 361, 371 of this title.

15c315s

§ 315.  Nature of transactions.

The fact that a sale or conversion of the interests in or assets of an association or a transaction under a particular subchapter produces a result that could be accomplished in any other manner permitted by a different subchapter or other law shall not be a basis for recharacterizing the sale, conversion or transaction as a different form of sale, conversion or transaction under any other subchapter or other law.

15c315v

 

Cross References.  Section 315 is referred to in section 1571 of this title.

15c316s

§ 316.  Contents of plan.

(a)  Omission of certain provisions.--A plan as delivered to the department for filing under any provision of this chapter in lieu of a statement of merger, statement of interest exchange, statement of conversion, statement of division or statement of domestication may omit all provisions of the plan except provisions, if any, that:

(1)  are intended to amend or constitute the operative provisions of the public organic record of a domestic association as in effect subsequent to the effectiveness of the plan;

(2)  are required by this chapter in the statement in lieu of which the plan is being delivered to the department for filing; or

(3)  allocate or specify the respective property and liabilities of the resulting associations, in the case of a plan of division.

(b)  Availability of full plan.--If any of the provisions of a plan are omitted from the plan as delivered to the department as permitted under subsection (a), the plan must state that the full text of the plan is on file at the principal office of the surviving, acquiring, converted, new or resulting association or domesticated entity and the address thereof. An association that takes advantage of this section shall furnish a copy of the full text of the plan, on request and without cost, to any interest holder of any domestic or foreign association that was a party to the plan.

(c)  Reference to external facts.--A plan may refer to facts ascertainable outside of the plan if the manner in which the facts will operate on the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination or action is within the control of a party to the transaction.

15c316v

 

Cross References.  Section 316 is referred to in sections 332, 335, 342, 352, 362, 372 of this title.

15c317s

§ 317.  Contractual dissenters rights in entity transactions.

(a)  General rule.--An interest holder of a domestic entity other than a nonprofit corporation or unincorporated nonprofit association shall be entitled to contractual dissenters rights in connection with a transaction under this chapter, even though the interest holder would not otherwise be entitled to dissenters rights under this title to the extent provided:

(1)  in the entity's organic rules; or

(2)  in the plan.

(b)  Procedures for contractual dissenters rights.--If an interest holder is entitled to contractual dissenters rights pursuant to subsection (a), Subchapter D of Chapter 15 (relating to dissenters rights) applies to the extent practicable except as otherwise provided in the organic rules of the domestic entity or the plan.

(c)  Cross references.--See sections 329 (relating to special treatment of interest holders) and 1571(c) (relating to application and effect of subchapter).

15c317v

 

Cross References.  Section 317 is referred to in sections 333, 336, 343, 346, 352, 356, 363, 367, 373, 1571 of this title.

15c318s

§ 318.  Excluded entities and transactions.

(a)  Excluded entities.--The following entities may not participate in a transaction under this chapter:

(1)  A cooperative corporation subject to Chapter 73 (relating to electric cooperative corporations).

(2)  A beneficial, benevolent, fraternal or fraternal benefit society:

(i)  having a lodge system and a representative form of government; or

(ii)  transacting any type of insurance.

(b)  Excluded transactions involving certain nonprofit corporations.--The following apply to nonprofit corporations:

(1)  Except as provided in paragraph (2), this chapter may not be used to accomplish a transaction that has the effect of converting a domestic nonprofit corporation that is subject to the supervision of the Department of Banking and Securities, the Insurance Department or the Pennsylvania Public Utility Commission to a different type of entity.

(2)  Paragraph (1) does not apply to a transaction under this chapter in which a health maintenance organization is converted to a different type of entity if the transaction has received the prior approval of the Insurance Department.

(c)  Cross references.--See sections 103 (relating to subordination of title to regulatory laws) and 314 (relating to regulatory conditions and required notices and approvals).

15c318v

 

Cross References.  Section 318 is referred to in sections 314, 331, 341, 361, 371 of this title.

15c319s

§ 319.  Party to plan or transaction.

An association that approves a plan in its capacity as an interest holder or creditor of a domestic or foreign association that is a party to the transaction under the plan, or that furnishes all or a part of the consideration contemplated by a plan, does not thereby become a party to the plan or the transaction under the plan for purposes of this chapter.

15c320s

§ 320.  Submission of matters to interest holders.

(a)  General rule.--A domestic association may agree, in record form, to submit a plan to its interest holders whether or not the governors determine, at any time after approving the plan, that the plan is no longer advisable and recommend that the interest holders reject or vote against it, regardless of whether the governors change their recommendation. If an association so agrees to submit a plan to its interest holders, the plan is deemed to have been validly adopted by the association when it has been approved by the interest holders.

(b)  Cross references.--See sections 321(c) (relating to approval by business corporation) and 325(c)(2) (relating to approval by limited liability company).

15c321h

 

 

SUBCHAPTER B

APPROVAL OF ENTITY TRANSACTIONS

 

Sec.

321.  Approval by business corporation.

322.  Approval by nonprofit corporation.

323.  Approval by general partnership.

324.  Approval by limited partnership.

325.  Approval by limited liability company.

326.  Approval by professional association.

327.  Approval by business trust.

328.  Approval by unincorporated nonprofit association.

329.  Special treatment of interest holders.

330.  Alternative means of approval of transactions.

 

Cross References.  Subchapter B is referred to in sections 333, 343, 363, 373, 375 of this title.

15c321s

§ 321.  Approval by business corporation.

(a)  Proposal of plan.--Except where the approval of the board of directors is unnecessary pursuant to section 330 (relating to alternative means of approval of transactions), a plan shall be proposed in the case of a domestic business corporation by the adoption by the board of directors of a resolution approving the plan. Except where the approval of the shareholders is unnecessary under this chapter, the board of directors shall direct that the plan be submitted to a vote of the shareholders entitled to vote thereon at a regular or special meeting of the shareholders.

(b)  Notice of meeting of shareholders.--Notice in record form of the meeting of shareholders that will act on the proposed plan must be given to each shareholder of record, whether or not entitled to vote thereon, of each domestic business corporation that is a party to the transaction under the plan. There shall be included in or enclosed with the notice a copy of the proposed plan or a summary thereof and any notice required by section 329 (relating to special treatment of interest holders). If the holders of shares of any class or series of shares are entitled to assert dissenters rights, the notice must include or be accompanied by the text of the provision of this chapter granting dissenters rights and the text of Subchapter D of Chapter 15 (relating to dissenters rights). The notice must state that a copy of the organic rules of the surviving, acquired, converted, new or resulting association or domesticated entity as they will be in effect immediately following the transaction will be furnished to any shareholder of the corporation giving the notice on request and without cost.

(c)  Shareholder vote required.--Except as provided in section 1757 (relating to action by shareholders) or subsection (d), a plan shall be adopted by a domestic business corporation that is a party to the transaction under the plan upon receiving the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the plan and, if any class or series of shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote. The holders of any class or series of shares of a domestic business corporation that is a party to a transaction under a plan that would effect any change in the articles of the corporation shall be entitled to vote as a class on the plan if they would have been entitled to a class vote under the provisions of section 1914 (relating to adoption of amendments) had the change been accomplished under Subchapter B of Chapter 19 (relating to amendment of articles). Except as provided in section 330, a proposed plan shall not be deemed to have been adopted by a domestic business corporation unless it has also been approved by the board of directors, regardless of the fact that the board has directed or suffered the submission of the plan to the shareholders for action.

(d)  Adoption of plan of merger without shareholder vote.--

(1)  Unless otherwise required by the organic rules, a plan of merger shall not require the approval of the shareholders of a domestic business corporation that is a merging association if:

(i)  whether or not the corporation is the surviving association:

(A)  the surviving association is a domestic business corporation and its articles are identical to the articles of the corporation for which shareholder approval is not required, except for changes that could be made without shareholder approval pursuant to section 1914(c);

(B)  each share of the corporation outstanding immediately prior to the effectiveness of the merger is to continue as or be converted into, except as may be otherwise agreed by the holder thereof, an identical share of the surviving association; and

(C)  the plan provides that the shareholders of the corporation are to hold in the aggregate shares of the surviving association to be outstanding immediately after the effectiveness of the merger entitled to cast at least a majority of the votes entitled to be cast generally for the election of directors;

(ii)  immediately prior to the adoption of the plan and at all times thereafter prior to the effectiveness of the merger, another association owns directly or indirectly 80% or more of the outstanding shares of each class of the corporation; or

(iii)  no shares of the corporation have been issued prior to the adoption of the plan by the board of directors pursuant to subsection (a).

(2)  If a merger is effected pursuant to paragraph (1)(i) or (iii), the plan shall be deemed adopted by the  corporation when it has been adopted by the board of directors pursuant to subsection (a).

(3)  If a merger of a subsidiary corporation is effected pursuant to paragraph (1)(ii), the plan shall be deemed adopted by the subsidiary corporation when it has been adopted by the governors of the parent association and neither approval of the plan by the board of directors of the subsidiary corporation nor signing of the statement of merger by the subsidiary corporation shall be necessary.

(4)  Unless otherwise required by the organic rules, a plan of merger providing for the merger of a domestic business corporation (referred to in this paragraph as a "constituent corporation") with or into a single indirect wholly owned subsidiary (referred to in this paragraph as the "subsidiary corporation") of the constituent corporation shall not require the approval of the shareholders of either the constituent corporation or the subsidiary corporation if all of the following provisions are satisfied:

(i)  A merger under this paragraph must satisfy the following conditions:

(A)  The constituent corporation and the subsidiary corporation are the only parties to the merger, other than a surviving association that is a corporation created in the merger.

(B)  Each share or fraction of a share of the capital stock of the constituent corporation outstanding immediately prior to the effectiveness of the merger is converted in the merger into a share or equal fraction of a share of capital stock of a holding company having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the share of capital stock of the constituent corporation being converted in the merger.

(C)  The holding company and the surviving association are each domestic business corporations.

(D)  Immediately following the effectiveness of the merger, the articles of incorporation and bylaws of the holding company are identical to the articles of incorporation and bylaws of the constituent corporation immediately before the effectiveness of the merger, except for changes that could be made without shareholder approval pursuant to section 1914(c).

(E)  Immediately following the effectiveness of the merger, the surviving association is a direct or indirect wholly owned subsidiary of the holding company.

(F)  The directors of the constituent corporation become or remain the directors of the holding company on the effectiveness of the merger.

(G)  The board of directors of the constituent corporation has made a good faith determination that the shareholders of the constituent corporation will not recognize gain or loss for United States Federal income tax purposes.

(ii)  If the holding company is a registered corporation, the shares of the holding company issued in connection with the merger shall be deemed to have been acquired at the time that the shares of the constituent corporation converted in the merger were acquired.

(iii)  As used in this paragraph only, the term "holding company" means a corporation that, from its incorporation until consummation of the merger governed by this paragraph, was at all times a direct wholly owned subsidiary of the constituent corporation and whose capital stock is issued in the merger.

(e)  Approval of division by preferred shares.--If a dividing association that is a business corporation has outstanding any shares of a preferred or special class or series of shares, regardless of a limitation stated in the articles or bylaws on the voting rights of the class or series of shares, the holders of outstanding shares of the class or series shall be entitled to vote as a class on a plan of division which:

(1)  provides that the dividing association will not survive the division; or

(2)  amends the articles or bylaws of the surviving corporation in a manner that would entitle the holders of the preferred or special shares to a class vote on the amendment under the articles, the bylaws or section 1914(b).

(f)  Cross references.--See:

Subchapter A of Chapter 17 (relating to notice and meetings generally).

Section 2512 (relating to dissenters rights procedure).

Section 2539 (relating to adoption of plan of merger by board of directors).

Section 3304(b) (relating to election of benefit corporation status).

Section 3305(b) (relating to termination of benefit corporation status).

15c321v

 

Cross References.  Section 321 is referred to in sections 320, 333, 1757, 1932, 2538, 2539 of this title.

15c322s

§ 322.  Approval by nonprofit corporation.

(a)  Proposal of plan.--A plan shall be proposed in the case of a domestic nonprofit corporation as follows:

(1)  by the adoption by the board of directors or other body of a resolution approving the plan;

(2)  unless otherwise provided in the articles, by petition of members entitled to cast at least 10% of the votes that all members are entitled to cast thereon, setting forth the proposed plan, which petition shall be directed to the board of directors and filed with the secretary of the corporation; or

(3)  by such other method as may be provided in the bylaws.

(b)  Submission to members.--Except where the domestic nonprofit corporation has no members entitled to vote thereon, the board of directors or other body shall direct that the plan be submitted to a vote of the members entitled to vote thereon at a regular or special meeting of the members.

(c)  Notice of meeting of members.--Notice in record form of the meeting of members that will act on the proposed plan shall be given to each member of record, whether or not entitled to vote thereon, of each domestic nonprofit corporation that is a party to the transaction under the plan. A copy of the proposed plan or a summary thereof shall be included in or enclosed with the notice. The notice shall state that a copy of the organic rules of the surviving, acquired, converted, new or resulting association or domesticated entity as they will be in effect immediately following the transaction will be furnished to any member of the corporation giving the notice on request and without cost.

(d)  Member vote required.--Except as provided in section 5757 (relating to action by members), a plan shall be adopted upon receiving the affirmative vote of at least a majority of the votes that all members present are entitled to cast thereon of each domestic nonprofit corporation that is a party to the transaction under the plan. If any class of members is entitled to vote on the plan as a class, the plan must be adopted by the affirmative vote of at least a majority of the votes that all members present of such class are entitled to cast thereon.

(e)  Adoption in absence of voting members.--If a domestic nonprofit corporation has no members entitled to vote thereon, a plan shall be deemed adopted by the corporation when it has been adopted by the board of directors or other body pursuant to subsection (a).

(f)  Cross references.--See Subchapter A of Chapter 57 (relating to notice and meetings generally) and section 3304(b) (relating to election of benefit corporation status).

15c322v

 

Cross References.  Section 322 is referred to in section 5757 of this title.

15c323s

§ 323.  Approval by general partnership.

(a)  General rule.--A plan shall be approved in the case of a domestic general partnership as follows:

(1)  in the manner provided in its organic rules for the type of plan involved;

(2)  if its organic rules do not provide for approval of the type of plan involved, in the manner provided in its organic rules for approval of a plan of merger; or

(3)  if its organic rules do not provide for approval of the type of plan involved or a plan of merger, the plan shall be approved by all of the partners.

(b)  Cross reference.--See section 3304(b) (relating to election of benefit corporation status).

15c324s

§ 324.  Approval by limited partnership.

(a)  Proposal of plan.--A plan shall be proposed in the case of a domestic limited partnership by the adoption by a unanimous vote of the general partners of a resolution approving the plan. Except where the approval of the limited partners is unnecessary under this chapter or the organic rules, the general partners shall submit the plan to a vote of the limited partners entitled to vote thereon at a regular or special meeting of the limited partners.

(b)  Notice of meeting of limited partners.--Notwithstanding any other provision of the organic rules, notice in record form of the meeting of limited partners called for the purpose of considering the proposed plan shall be given to each limited partner, whether or not entitled to vote thereon, of each domestic limited partnership that is a party to the transaction under the plan. A copy of the proposed plan or a summary thereof shall be included in or enclosed with the notice. The notice shall state that a copy of the organic rules of the surviving, acquired, converted, new or resulting association or domesticated entity as they will be in effect immediately following the transaction will be furnished to any limited partner of the limited partnership giving the notice on request and without cost.

(c)  Required vote by limited partners.--The plan shall be adopted upon receiving a majority of the votes cast by all limited partners, if any, entitled to vote thereon of each domestic limited partnership that is a party to the proposed transaction under the plan and, if any class of limited partners is entitled to vote thereon as a class, a majority of the votes cast in each class vote. A proposed plan may not be deemed to have been adopted by the limited partnership unless it has also been approved by the general partners, regardless of the fact that the general partners have directed or suffered the submission of the plan to the limited partners for action.

(d)  Merger by action of general partners only.--Except as provided in the organic rules, a plan of merger shall not require the approval of the limited partners of a domestic limited partnership that is a merging association and shall be deemed adopted by the limited partnership when it has been adopted by the general partners pursuant to subsection (a) if:

(1)  whether or not the limited partnership is the surviving association, the surviving association is a domestic limited partnership and its organic rules are identical to the organic rules of the merging limited partnership, except for changes that could be made without action by the limited partners; and

(2)  each partnership interest outstanding immediately before the effectiveness of the merger is to continue as or to be converted into, except as may be otherwise agreed by the holder thereof, an identical partnership interest in the surviving limited partnership after the effectiveness of the merger.

(e)  Cross reference.--See section 3304(b) (relating to election of benefit corporation status).

15c325s

§ 325.  Approval by limited liability company.

(a)  Proposal of plan in manager-managed company.--Except as provided in the organic rules or where the approval of the managers is unnecessary under section 330 (relating to alternative means of approval of transactions), a plan shall be proposed, in the case of a manager-managed, domestic limited liability company, by the adoption by the managers of a resolution approving the plan. Except where the approval of the members of a manager-managed, domestic limited liability company is unnecessary under this chapter or the organic rules, the plan shall be submitted to a vote of the members entitled to vote thereon at a regular or special meeting of the members.

(b)  Notice of meeting of members.--Except as provided in the organic rules:

(1)  Notice in record form of the meeting of members of a domestic limited liability company that will act on the proposed plan shall be given to each member of record, whether or not entitled to vote thereon, of each domestic limited liability company that is a party to the transaction under the plan.

(2)  There shall be included in or enclosed with the notice a copy of the proposed plan or a summary thereof.

(3)  The notice shall state that a copy of the organic rules of the surviving, acquired, converted, new or resulting association or domesticated entity as they will be in effect immediately following the transaction will be furnished to any member of the company giving the notice on request and without cost.

(c)  Adoption of plan by members.--A plan:

(1)  Except as provided in the organic rules, shall be adopted upon receiving a majority of the votes cast by all members, if any, entitled to vote thereon of each of the domestic limited liability companies that is a party to the transaction under the plan and, if any class of members is entitled to vote thereon as a class, a majority of the votes cast in each class vote.

(2)  Except as provided in the organic rules or section 330, shall not be deemed to have been adopted by a manager-managed company unless it has also been approved by the managers, regardless of the fact that the managers have directed or suffered the submission of the plan to the members for action.

(d)  Merger by action of managers only.--Unless otherwise required by a provision of the organic rules in record form, a plan of merger shall not require the approval of the members of a manager-managed, domestic limited liability company and shall be deemed adopted by the company when a resolution approving the plan has been adopted by the managers pursuant to subsection (a) if:

(1)  Whether the company is the surviving association:

(i)  the surviving association is a domestic limited liability company and its organic rules are identical to the organic rules of the limited liability company that is party to the merger, except for changes that could be made without action by the members; and

(ii)  each membership interest outstanding immediately prior to the effectiveness of the merger is to continue as or to be converted into, except as may be otherwise agreed by the holder thereof, an identical membership interest in the surviving association after the effectiveness of the merger.

(2)  The plan of merger provides for the merger of the company (referred to in this paragraph as the "constituent company") with or into a single indirect wholly owned subsidiary (referred to in this paragraph as the "subsidiary company") of the constituent company if all of the following provisions are satisfied:

(i)  The constituent company and the subsidiary company are the only parties to the merger, other than a surviving association that is created in the merger.

(ii)  Each interest of the constituent company outstanding immediately prior to the effectiveness of the merger is converted in the merger into an interest of a holding company having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the interest of the constituent company being converted in the merger.

(iii)  The holding company and the surviving association are each domestic limited liability companies.

(iv)  Immediately following the effectiveness of the merger, the certificate of organization and operating agreement of the holding company are identical to the certificate of organization and operating agreement of the constituent company immediately before the effectiveness of the merger, except for changes that could be made without member approval pursuant to Chapter 89 (relating to limited liability companies).

(v)  Immediately following the effectiveness of the merger, the surviving association is a direct or indirect wholly owned subsidiary of the holding company.

(vi)  The managers of the constituent company become or remain the managers of the holding company on the effectiveness of the merger.

(vii)  The managers of the constituent company have made a good faith determination that the members of the constituent company will not recognize gain or loss for United States Federal income tax purposes.

(viii)  As used in this paragraph only, the term "holding company" means a limited liability company that, from its formation until consummation of the merger governed by this paragraph, was at all times a direct wholly owned subsidiary of the constituent company and interests in which are issued in the merger.

(e)  Cross reference.--See section 3304(b) (relating to election of benefit corporation status).

15c325v

 

Cross References.  Section 325 is referred to in section 320 of this title.

15c326s

§ 326.  Approval by professional association.

(a)  General rule.--A plan shall be approved in the case of a domestic professional association by vote of a majority, or such higher percentage as may be provided in the organic rules, of the associates, voting according to their proportionate shares of ownership.

(b)  Cross reference.--See section 3304(b) (relating to election of benefit corporation status).

15c327s

§ 327.  Approval by business trust.

(a)  General rule.--Except as provided in subsection (b), a plan shall be approved in the case of a domestic business trust as follows:

(1)  in the manner provided in its organic rules for the type of plan involved;

(2)  if its organic rules do not provide for approval of the type of plan involved, in the manner provided in its organic rules for approval of a plan of merger; or

(3)  if its organic rules do not provide for approval of the type of plan involved or a plan of merger, the plan shall be approved by all of the beneficial owners.

(b)  Adoption of plan of merger without beneficiary vote.--Unless otherwise required by the organic rules, a plan of merger providing for the merger of a domestic business trust (referred to in this paragraph as the "constituent trust") with or into a single indirect wholly owned subsidiary (referred to in this paragraph as the "subsidiary trust") of the constituent trust shall not require the approval of the beneficiaries of the constituent trust if all of the following provisions are satisfied:

(1)  The constituent trust and the subsidiary trust are the only parties to the merger, other than a surviving association created in the merger.

(2)  Each interest in the constituent trust outstanding immediately prior to the effectiveness of the merger is converted in the merger into an interest in the holding trust having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the interests in the constituent trust being converted in the merger.

(3)  The holding trust and the surviving association are each domestic business trusts.

(4)  Immediately following the effectiveness of the merger, the instrument and organic rules of the holding trust are identical to the instrument and organic rules of the constituent trust immediately before the effectiveness of the merger, except for changes that could be made without beneficiary approval under Chapter 95 (relating to business trusts).

(5)  Immediately following the effectiveness of the merger, the surviving association is a direct or indirect wholly owned subsidiary of the holding trust.

(6)  The trustees of the constituent trust become or remain the trustees of the holding trust on the effectiveness of the merger.

(7)  The trustees of the constituent trust have made a good faith determination that the beneficiaries of the constituent trust will not recognize gain or loss for United States Federal income tax purposes.

(8)  As used in this subsection only, the term "holding trust" means a business trust that, from its formation until consummation of the merger governed by this subsection, was at all times a direct wholly owned subsidiary of the constituent trust and the interests in which are issued in the merger.

(c)  Cross reference.--See section 3304(b) (relating to election of benefit corporation status).

15c328s

§ 328.  Approval by unincorporated nonprofit association.

(a)  General rule.--Except as provided in the governing principles, a plan shall be approved in the case of a domestic unincorporated nonprofit association by the affirmative vote of at least a majority of the votes cast at a meeting of the members.

(b)  Cross reference.--See section 3304(b) (relating to election of benefit corporation status).

15c329s

§ 329.  Special treatment of interest holders.

(a)  General rule.--Except as otherwise restricted in the organic rules, a plan may contain a provision classifying the interest holders of a class or series of interests into one or more separate groups by reference to any facts or circumstances that are not manifestly unreasonable and providing mandatory treatment for interests of the class or series held by particular interest holders or groups of interest holders that differs materially from the treatment accorded other interest holders or groups of interest holders that hold interests of the same class or series, including a provision modifying or rescinding rights previously created under this section if either of the following applies:

(1)  The plan:

(i)  is approved by a majority of the votes cast by the holders of any class or series of interests any of the interests of which are so classified into groups, whether or not such class or series would otherwise be entitled to vote on the plan; and

(ii)  specifically enumerates the type and extent of the special treatment authorized.

(2)  Under all the facts and circumstances, a court of competent jurisdiction finds such special treatment is undertaken in good faith, after reasonable deliberation and is in the best interest of the association.

(b)  Statutory voting rights on special treatment.--Except as provided in subsection (d), if a plan contains a provision for special treatment, each group of holders of any outstanding interests of a class or series who are to receive the same special treatment under the plan shall be entitled to vote as a special class in respect to the plan regardless of any limitations stated in the organic rules on the voting rights of any class or series.

(c)  Determination of groups.--For purposes of applying subsections (a)(1) and (b), the determination of which interest holders are part of each group receiving special treatment shall be made as of the record date for interest holder action on the plan.

(d)  Dissenters rights on special treatment.--If a plan contains a provision for special treatment without requiring for the adoption of the plan the statutory class vote required under  subsection (b), the holder of any outstanding interests the statutory class voting rights of which are so denied shall be entitled to assert dissenters rights with respect to those interests. A shareholder of a business corporation who wishes to assert dissenters rights shall comply with Subchapter D of Chapter 15 (relating to dissenters rights). An interest holder in any other type of domestic entity shall comply with Subchapter D of Chapter 15 to the extent practicable.

(e)  Notice to interest holders.--Any notice to interest holders of a meeting called to act on a plan that provides for special treatment shall state that the plan provides for special treatment. The notice shall identify the interest holders receiving special treatment unless the notice is accompanied by either a summary of the plan that includes that information or the full text of the plan.

(f)  Exceptions.--This section shall not apply to any of the following:

(1)  A provision of a plan that offers to all holders of interests of a class or series the same option to elect certain treatment.

(2)  A plan involving any type of domestic entity that contains an express provision that this section does not apply or that fails to contain an express provision that this section shall apply.

(3)  A provision of a plan that treats all of the holders of a particular class or series of interests of any type of domestic entity differently from the holders of another class or series. A provision of a plan that treats the holders of a class or series of shares of a domestic business corporation differently from the holders of another class or series of shares shall not constitute a violation of section 1521(d) (relating to authorized shares).

15c329v

 

Cross References.  Section 329 is referred to in sections 312, 317, 321, 332, 333, 342, 343, 352, 353, 362, 363, 372, 373, 1571 of this title.

15c330s

§ 330.  Alternative means of approval of transactions.

(a)  General rule.--Except as provided in subsection (b) or the organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval of the transaction.

(b)  Exception.--Subsection (a) shall not apply to a nonprofit corporation.

15c330v

 

Cross References.  Section 330 is referred to in sections  321, 325 of this title.

15c331h

 

 

SUBCHAPTER C

MERGER

 

Sec.

331.  Merger authorized.

332.  Plan of merger.

333.  Approval of merger.

334.  Amendment or abandonment of plan of merger.

335.  Statement of merger; effectiveness.

336.  Effect of merger.

 

Cross References.  Subchapter C is referred to in sections 312, 2538 of this title.

15c331s

§ 331.  Merger authorized.

(a)  General rule.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter:

(1)  One or more domestic entities may merge with one or more domestic entities or foreign associations into a surviving association.

(2)  Two or more foreign associations may merge into a surviving association that is a domestic entity.

(3)  A domestic banking institution may be a merging association or surviving association in a merger with one or more domestic or foreign associations if the surviving association or at least one of the merging associations is a domestic entity.

(b)  Foreign law authorization required.--By complying with the applicable provisions of this subchapter, a foreign association may be a party to a merger under this subchapter or may be the surviving association in such a merger if the merger is authorized by the laws of the jurisdiction of formation of the foreign association.

(c)  Banking institutions.--Subsection (a)(3) controls over any inconsistent provision of the organic law of a domestic banking institution that is a merging association.

(d)  Exception.--A health maintenance organization may be a merging association only if the surviving association is a health maintenance organization.

(e)  Cross reference.--See section 314 (relating to regulatory conditions and required notices and approvals).

15c332s

§ 332.  Plan of merger.

(a)  General rule.--A domestic entity may become a party to a merger by approving a plan of merger. The plan shall be in record form and contain all of the following:

(1)  As to each merging association, its name, jurisdiction of formation and type.

(2)  If the surviving association is to be created in the merger, a statement to that effect and the association's name, jurisdiction of formation and type.

(3)  The manner, if any, of:

(i)  converting some or all of the interests in a merging association into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or

(ii)  canceling some or all of the interests in a merging association.

(4)  If the surviving association exists before the merger, any proposed amendments to:

(i)  its public organic record, if any; or

(ii)  its private organic rules that are or are proposed to be in record form.

(5)  If the surviving association is to be created in the merger:

(i)  its proposed public organic record, if any; and

(ii)  the full text of its private organic rules that are proposed to be in record form.

(6)  Provisions, if any, providing special treatment of interests in a merging association held by any interest holder or group of interest holders as authorized by and subject to section 329 (relating to special treatment of interest holders).

(7)  The other terms and conditions of the merger.

(8)  Any other provision required by:

(i)  the laws of this Commonwealth;

(ii)  the laws of the jurisdiction of formation of a foreign merging or surviving association; or

(iii)  the organic rules of a merging association.

(b)  Optional contents.--In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.

(c)  Cross reference.--See section 316 (relating to contents of plan).

15c333s

§ 333.  Approval of merger.

(a)  Approval by domestic entities.--A plan of merger shall not be effective unless it has been approved in both of the following ways:

(1)  The plan is approved by a domestic entity that is a merging association in accordance with the applicable provisions of Subchapter B (relating to approval of entity transactions).

(2)  The plan is approved in record form by each interest holder, if any, of a domestic entity that is a merging association that will have interest holder liability for debts, obligations and other liabilities that arise after the merger becomes effective, unless, as to an interest holder that does not approve the plan, both of the following apply:

(i)  The organic rules of the domestic entity provide in record form for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders.

(ii)  The interest holder consented in record form to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.

(b)  Approval by foreign associations.--A merger under this subchapter in which a foreign association is a merging association is not effective unless the merger is approved by the foreign association in accordance with the laws of its jurisdiction of formation.

(c)  Approval by domestic banking institutions.--A merger under this subchapter in which a domestic banking institution that is not a domestic entity is a merging association is not effective unless the merger is approved by the domestic banking institution in accordance with the requirements in its organic laws and organic rules for approval of a merger.

(d)  Dissenters rights.--

(1)  Except as provided in paragraph (2), if a shareholder of a domestic business corporation that is to be a merging association objects to the plan of merger and complies with Subchapter D of Chapter 15 (relating to dissenters rights), the shareholder shall be entitled to dissenters rights to the extent provided in that subchapter.

(2)  Except as provided under section 317 (relating to contractual dissenters rights in entity transactions), dissenters rights shall not be available to shareholders of a domestic business corporation that is a merging association in a merger described in section 321(d)(1)(i) or (4) (relating to approval by business corporation).

(3)  If a shareholder of a domestic banking institution that is to be a merging association objects to the plan of merger and complies with section 1222 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965, the shareholder shall be entitled to the rights provided in that section.

(4)  See section 329 (relating to special treatment of interest holders).

15c333v

 

Cross References.  Section 333 is referred to in sections  336, 1571 of this title.

15c334s

§ 334.  Amendment or abandonment of plan of merger.

(a)  General rule.--A plan of merger may be amended or abandoned only with the consent of each party to the plan, except as otherwise provided in the plan.

(b)  Approval of amendment.--A domestic entity that is a merging association may approve an amendment of a plan of merger in one of the following ways:

(1)  In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.

(2)  By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change any of the following:

(i)  The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan.

(ii)  The public organic record, if any, or private organic rules of the surviving association that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving association under its organic law or organic rules.

(iii)  Any other terms or conditions of the plan, if the change would:

(A)  increase the interest holder liability to which the interest holder will be subject; or

(B)  otherwise adversely affect the interest holder in any material respect.

(c)  Approval of abandonment.--After a plan of merger has been approved by a domestic entity that is a merging association and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic entity that is a merging association may abandon the plan in the same manner as the plan was approved.

(d)  Statement of abandonment.--If a plan of merger is abandoned after a statement of merger has been delivered to the department for filing and before the statement becomes effective, a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness), signed by a party to the plan, must be delivered to the department for filing before the statement of merger becomes effective.

15c335s

§ 335.  Statement of merger; effectiveness.

(a)  General rule.--A statement of merger shall be signed by each merging association and delivered to the department for filing along with the certificates, if any, required by section 139 (relating to tax clearance of certain fundamental transactions).

(b)  Contents.--A statement of merger shall contain all of the following:

(1)  With respect to each merging association that is not the surviving association:

(i)  its name;

(ii)  its jurisdiction of formation;

(iii)  its type;

(iv)  if it is a domestic filing association, domestic limited liability partnership or registered foreign association, the address of its registered office, including street and number, if any, in this Commonwealth, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address);

(v)  if it is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office; and

(vi)  if it is a nonregistered foreign association, the address, including street and number, if any, of:

(A)  its registered or similar office, if any, required to be maintained by the laws of its jurisdiction of formation; or

(B)  if it is not required to maintain a registered or similar office, its principal office.

(2)  With respect to the surviving association:

(i)  its name;

(ii)  its jurisdiction of formation;

(iii)  its type;

(iv)  if it is a domestic filing association, domestic limited liability partnership or registered foreign association, the address of its registered office, including street and number, if any, in this Commonwealth, subject to section 109;

(v)  if it is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office; and

(vi)  if it is a nonregistered foreign association, the address, including street and number, if any, of:

(A)  its registered or similar office, if any, required to be maintained by the laws of its jurisdiction of formation; or

(B)  if it is not required to maintain a registered or similar office, its principal office.

(3)  If the statement of merger is not to be effective on filing, the later date or date and time on which it will become effective.

(4)  A statement that the merger was approved in the following ways as applicable:

(i)  By a domestic entity that is a merging association, in accordance with this chapter.

(ii)  By a foreign merging association, in accordance with the laws of its jurisdiction of formation.

(iii)  By a domestic merging association that is not a domestic entity, in the same manner required by its organic law for approving a merger that requires the approval of its interest holders.

(5)  If the surviving association exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger.

(6)  If the surviving association is created by the merger and is a domestic filing entity, its public organic record, as an attachment. The public organic record does not need to state the name or address of an incorporator of a corporation, organizer of a limited liability company or similar person with respect to any other type of entity.

(7)  If the surviving association is created by the merger and is a nonregistered foreign association, one of the following:

(i)  The street and mailing addresses of its registered agent and registered office in its jurisdiction of formation if it is a filing entity.

(ii)  The street and mailing address of its principal office if it is not a filing entity.

(8)  If the surviving association is created by the merger and is a domestic limited liability partnership or a domestic limited liability limited partnership that is not using the alternative procedure in section 8201(f) (relating to scope), its statement of registration, as an attachment.

(9)  If the surviving association is created by the merger and is a domestic electing partnership, its statement of election.

(c)  Other provisions.--In addition to the requirements of subsection (b), a statement of merger may contain any other provision not prohibited by law.

(d)  Domestic surviving association.--If the surviving association is a domestic entity, its public organic record, if any, shall satisfy the requirements of the laws of this Commonwealth, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.

(e)  Filing of plan.--A plan of merger that is signed by all of the merging associations and meets all of the requirements of subsection (b) may be delivered to the department for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this subsection, references in this chapter to a statement of merger refer to the plan of merger filed under this subsection.

(f)  Effectiveness of statement of merger.--A statement of merger is effective as provided in section 136(c) (relating to processing of documents by Department of State).

(g)  Effectiveness of merger.--If the surviving association is a domestic association, the merger is effective when the statement of merger is effective. If the surviving association is a foreign association, the merger is effective on the later of:

(1)  the date and time provided by the organic law of the surviving association; or

(2)  when the statement of merger is effective.

(h)  Cross references.--See sections 134 (relating to docketing statement), 135 (relating to requirements to be met by filed documents) and 316 (relating to contents of plan).

15c336s

§ 336.  Effect of merger.

(a)  General rule.--When a merger under this subchapter becomes effective, all of the following apply:

(1)  The surviving association continues or comes into existence.

(2)  Each merging association that is not the surviving association ceases to exist.

(3)  All property of each merging association vests in the surviving association without reversion or impairment, and the merger shall not constitute a transfer of any of that property.

(4)  All debts, obligations and other liabilities of each merging association are debts, obligations and other liabilities of the surviving association.

(5)  Except as otherwise provided by law, all the rights, privileges, immunities and powers of each merging association vest in the surviving association.

(6)  If the surviving association exists before the merger, all of the following apply:

(i)  All of its property continues to be vested in it without transfer, reversion or impairment.

(ii)  It remains subject to all its debts, obligations and other liabilities.

(iii)  All its rights, privileges, immunities and powers continue to be vested without change in it.

(iv)  Its public organic record, if any, is amended to the extent provided in the statement of merger.

(v)  Its private organic rules that are to be in record form, if any, are amended to the extent provided in the plan of merger.

(7)  Liens on the property of the merging association shall not be impaired by the merger.

(8)  A claim existing or an action or a proceeding pending by or against any of the merging associations may be prosecuted to judgment as if the merger had not taken place, or the surviving association may be proceeded against or substituted in place of the appropriate merging association.

(9)  If the surviving association is created by the merger, its private organic rules are effective and the following apply:

(i)  If it is a filing entity, its public organic record is effective.

(ii)  If it is a limited liability partnership or a limited liability limited partnership that is not using the alternative procedure under section 8201(f) (relating to scope), its statement of registration is effective.

(iii)  If it is an electing partnership, its statement of election is effective.

(10)  The interests in each merging association that are to be converted or canceled as provided in the plan of merger are converted or canceled, and the interest holders of those interests are entitled only to the rights provided to them under the plan and to any dissenters rights they have pursuant to section 317 (relating to contractual dissenters rights in entity transactions) or 333(d) (relating to approval of merger).

(b)  No dissolution rights.--Except as provided in the organic law or organic rules of a merging association, a merger under this subchapter does not give rise to any rights that an interest holder, governor or third party would have on a dissolution, liquidation or winding up of the merging association.

(c)  New interest holder liability.--When a merger under this subchapter becomes effective, a person that becomes subject to interest holder liability with respect to an association as a result of the merger has interest holder liability only to the extent provided by the organic law of that association and only for those debts, obligations and other liabilities that arise after the merger becomes effective.

(d)  Prior interest holder liability.--When a merger under this subchapter becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic entity that is a merging association with respect to which the person had interest holder liability shall be as follows:

(1)  The merger does not discharge any interest holder liability under the organic law of the domestic entity to the extent the interest holder liability arose before the merger became effective.

(2)  The person does not have interest holder liability under the organic law of the domestic entity for any debt, obligation or other liability that arises after the merger becomes effective.

(3)  The organic law of the domestic entity continues to apply to the release, collection or discharge of any interest holder liability preserved under paragraph (1) as if the merger had not occurred.

(4)  The person has whatever rights of contribution from any other person as are provided by law other than this chapter or the organic rules of the domestic entity with respect to any interest holder liability preserved under paragraph (1) as if the merger had not occurred.

(e)  Foreign surviving association.--When a merger under this subchapter becomes effective, a foreign association that is the surviving association may be served with process in this Commonwealth for the collection and enforcement of any debts, obligations or other liabilities of a domestic entity that is a merging association in accordance with applicable law.

(f)  Registration of foreign association.--When a merger under this subchapter becomes effective, the registration to do business in this Commonwealth of a registered foreign association that is a merging association and is not the surviving association is canceled.

(g)  Taxes.--Any taxes, interest, penalties and public accounts of the Commonwealth claimed against any of the merging associations that are settled, assessed or determined prior to or after the merger shall be the liability of the surviving association and, together with interest thereon, shall be a lien against the franchises and property of the surviving association.

15c341h

 

 

SUBCHAPTER D

INTEREST EXCHANGE

 

Sec.

341.  Interest exchange authorized.

342.  Plan of interest exchange.

343.  Approval of interest exchange.

344.  Amendment or abandonment of plan of interest exchange.

345.  Statement of interest exchange; effectiveness.

346.  Effect of interest exchange.

 

Cross References.  Subchapter D is referred to in sections 312, 2538 of this title.

15c341s

§ 341.  Interest exchange authorized.

(a)  General rule.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this subchapter:

(1)  A domestic or foreign association may acquire all of one or more classes or series of interests of a domestic entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities or any combination of the foregoing.

(2)  A domestic entity may acquire all of one or more classes or series of interests of a foreign association in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities or any combination of the foregoing.

(b)  Foreign associations.--By complying with the applicable provisions of this subchapter:

(1)  A foreign association may be the acquiring association in an interest exchange under this subchapter regardless of whether the laws of its jurisdiction of formation authorizes an interest exchange.

(2)  A foreign association may be the acquired association in an interest exchange under this subchapter only if the interest exchange is authorized by the laws of its jurisdiction of formation.

(c)  Protected agreements.--If a protected agreement of a domestic entity other than a business corporation contains a provision that applies to a merger of the entity but does not refer to an interest exchange, the provision shall apply to an interest exchange in which the domestic entity is the acquired association as if the interest exchange were a merger until the provision is amended after July 1, 2015.

(d)  Excluded entities.--The following domestic entities shall not be the acquired association in an interest exchange:

(1)  a health maintenance organization;

(2)  a hospital plan corporation; or

(3)  a professional health service organization.

(e)  Transitional provision.--A reference to a share exchange in a provision of the organic rules of a domestic business corporation which took effect before July 1, 2015, shall be deemed to include an interest exchange.

(f)  Cross reference.--See section 314 (relating to regulatory conditions and required notices and approvals).

15c341v

 

Cross References.  Section 341 is referred to in section 1106 of this title.

15c342s

§ 342.  Plan of interest exchange.

(a)  General rule.--A domestic entity may be the acquired association in an interest exchange under this chapter by approving a plan of interest exchange. The plan shall be in record form and contain all of the following:

(1)  The name and type of the acquired association.

(2)  The name, jurisdiction of formation and type of the acquiring association.

(3)  The manner of:

(i)  exchanging the interests in the acquired association to be acquired in the interest exchange into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; and

(ii)  canceling, if desired, some or all other interests in the acquired association.

(4)  Any proposed amendments to:

(i)  the public organic record, if any, of the acquired association; and

(ii)  the private organic rules of the acquired association that are or are proposed to be in record form.

(5)  Provisions, if any, providing special treatment of interests in the acquired association held by any interest holder or group of interest holders as authorized by and subject to section 329 (relating to special treatment of interest holders).

(6)  The other terms and conditions of the interest exchange.

(7)  Any other provision required by:

(i)  the laws of this Commonwealth; or

(ii)  the organic rules of the acquired association.

(b)  Optional contents.--In addition to the requirements of subsection (a), a plan of interest exchange may contain any other provision not prohibited by law.

(c)  Cross reference.--See section 316(c) (relating to contents of plan).

15c343s

§ 343.  Approval of interest exchange.

(a)  Approval by domestic entities.--A plan of interest exchange in which the acquired association is a domestic entity shall not be effective unless it has been approved in the following ways:

(1)  By the acquired domestic entity in accordance with the applicable provisions of Subchapter B (relating to approval of entity transactions).

(2)  In record form, by each interest holder of the acquired domestic entity that will have interest holder liability for debts, obligations and other liabilities that arise after the interest exchange becomes effective, unless, as to an interest holder that does not approve the plan, both of the following apply:

(i)  The organic rules of the entity provide in record form for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders.

(ii)  The interest holder voted for or consented in record form to that provision of the organic rules or became an interest holder after the adoption of that provision.

(3)  Except as provided in the organic rules of the domestic entity, by the following class votes:

(i)  the holders of any class or series of interests of the acquired association to be exchanged or canceled shall be entitled to vote as a class on the plan; and

(ii)  the holders of any class or series of interests of the acquired association shall be entitled to vote as a class on the plan if the plan effects any change in the organic rules and those holders would have been entitled to vote as a class if the change had been made in any other manner.

(b)  Approval by foreign associations.--An interest exchange in which the acquired association is a foreign association is not effective unless it is approved by the foreign association in accordance with the laws of its jurisdiction of formation.

(c)  Acquiring association.--Except as provided in its organic law or organic rules, the interest holders of the acquiring association are not required to approve the interest exchange.

(d)  Dissenters rights.--If a shareholder of a domestic business corporation that is to be the acquired association in an interest exchange objects to the plan of exchange and complies with Subchapter D of Chapter 15 (relating to dissenters rights), the shareholder shall be entitled to dissenters rights to the extent provided in that subchapter.

(e)  Cross references.--See sections 317 (relating to contractual dissenters rights in entity transactions) and 329(c) (relating to special treatment of interest holders).

15c343v

 

Cross References.  Section 343 is referred to in sections 346, 1571 of this title.

15c344s

§ 344.  Amendment or abandonment of plan of interest exchange.

(a)  General rule.--A plan of interest exchange may be amended or abandoned only with the consent of each party to the plan, except as otherwise provided in the plan.

(b)  Approval of amendment.--A domestic entity that is the acquired association may approve an amendment of a plan of interest exchange in one of the following ways:

(1)  In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.

(2)  By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change any of the following:

(i)  The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the entity under the plan.

(ii)  The public organic record, if any, or private organic rules of the entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the entity under its organic law or organic rules.

(iii)  Any other terms or conditions of the plan, if the change would:

(A)  increase the interest holder liability to which the interest holder will be subject; or

(B)  otherwise adversely affect the interest holder in any material respect.

(c)  Approval of abandonment.--After a plan of interest exchange has been approved by a domestic entity that is the acquired entity and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic entity that is the acquired association may abandon the plan in the same manner as the plan was approved.

(d)  Statement of abandonment.--If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the department for filing and before the statement becomes effective, a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness), signed by the acquired association, must be delivered to the department for filing before the time the statement of interest exchange becomes effective.

15c345s

§ 345.  Statement of interest exchange; effectiveness.

(a)  General rule.--If the acquired association is a domestic entity, a statement of interest exchange shall be signed by that entity and delivered to the department for filing.

(b)  Contents.--A statement of interest exchange shall contain all of the following:

(1)  With respect to the acquired association:

(i)  its name;

(ii)  its jurisdiction of formation;

(iii)  its type;

(iv)  if it is a domestic filing association or domestic limited liability partnership, the address of its registered office, including street and number, if any, in this Commonwealth, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address); and

(v)  if it is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office.

(2)  With respect to the acquiring association:

(i)  its name;

(ii)  its jurisdiction of formation;

(iii)  its type;<