SENATE AMENDED
PRIOR PRINTER'S NOS. 1098, 1326, 1601, PRINTER'S NO. 2192
2000, 2175
No. 949 Session of 1977
INTRODUCED BY MESSRS. BENNETT, L. E. SMITH, McGINNIS, PRATT,
ARTHURS, ZWIKL, SPENCER, FEE, HALVERSON, REED, LETTERMAN,
DeVERTER, GRIECO, MILLIRON AND DOMBROWSKI, APRIL 25, 1977
AS AMENDED ON THIRD CONSIDERATION, IN SENATE, OCTOBER 25, 1977
AN ACT
1 Amending the act of May 5, 1933 (P.L.364, No.106), entitled, as
2 amended, "An act relating to corporations; defining and
3 providing for the organization, merger, consolidation,
4 reorganization, winding up and dissolution of certain
5 corporations for profit; conferring certain rights, powers,
6 duties and immunities upon them and their officers and
7 shareholders; prescribing the conditions on which such
8 corporations may exercise their powers; providing for the
9 inclusion of certain existing corporations and associations
10 within the provisions of this act; prescribing the terms and
11 conditions upon which certain foreign corporations may be
12 admitted, or may continue, to do business within the
13 Commonwealth; conferring powers and imposing duties on the
14 courts of common pleas, and certain State departments,
15 commissions, and officers; authorizing certain State
16 departments, boards, commissions, or officers to collect fees
17 for services required to be rendered by this act; imposing
18 penalties; and repealing certain acts and parts of acts
19 relating to corporations and other entities," further
20 providing for the approval of a plan of merger or
21 consolidation for certain domestic corporations.
22 The General Assembly of the Commonwealth of Pennsylvania
23 hereby enacts as follows:
24 Section 1. Subsection C of section 902, act of May 5, 1933
25 (P.L.364, No.106), known as the "Business Corporation Law,"
26 amended July 20, 1968 (P.L.459, No.216), is amended to read:
1 Section 902. Approval of Plan of Merger or Consolidation.--
2 * * *
3 C. The plan of merger or consolidation for domestic
4 corporations having twenty-five or less shareholders shall be <--
5 approved upon receiving the affirmative vote of the shareholders
6 entitled to cast at least [a majority] SIXTY-SIX AND TWO-THIRDS <--
7 PERCENT of the votes which all shareholders are entitled to cast
8 thereon of each of the merging or consolidating domestic
9 corporations, and if any class of shares of any of such
10 corporations is entitled to vote thereon as a class, the
11 affirmative vote of the holders of at least [a majority] SIXTY- <--
12 SIX AND TWO-THIRDS PERCENT of the outstanding shares of each
13 class of shares entitled to vote thereon as a class. The plan of <--
14 merger or consolidation for domestic corporations having twenty-
15 five or more THAN TWENTY-FIVE shareholders shall be approved <--
16 upon receiving the affirmative vote of shareholders entitled to
17 cast at least sixty-six and two-thirds per cent of the votes
18 which all shareholders are entitled to cast thereon of each of
19 the merging or consolidating domestic corporations, and if any
20 class of shares of any such corporations is entitled to vote
21 thereon as a class, the affirmative vote of the holders of at
22 least sixty-six and two-thirds per cent of the outstanding
23 shares of each class of shares entitled to vote thereon as a
24 class. Any plan of merger or consolidation may contain a
25 provision that at any time prior to the filing of articles of
26 merger or consolidation with the Department of State the plan
27 may be terminated by the board of directors of any corporation
28 which is a party to the plan notwithstanding approval of the
29 plan by the shareholders of all or any of the corporations which
30 are parties to the plan.
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1 Section 2. This act shall take effect immediately.
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