PRINTER'S NO. 2814

THE GENERAL ASSEMBLY OF PENNSYLVANIA

HOUSE BILL

No. 2220 Session of 1995

        INTRODUCED BY LEDERER, BELARDI, TRELLO, JAMES, LAUGHLIN, SHANER,
           CURRY, COLAIZZO, THOMAS, McGEEHAN, YOUNGBLOOD, HENNESSEY,
           WALKO, JOSEPHS, M. COHEN, HORSEY, PISTELLA AND SERAFINI,
           NOVEMBER 17, 1995

        REFERRED TO COMMITTEE ON COMMERCE AND ECONOMIC DEVELOPMENT,
           NOVEMBER 17, 1995

                                     AN ACT

     1  Amending Title 15 (Corporations and Unincorporated Associations)
     2     of the Pennsylvania Consolidated Statutes, further providing
     3     for filings and effective dates for organic changes.

     4     The General Assembly of the Commonwealth of Pennsylvania
     5  hereby enacts as follows:
     6     Section 1.  Sections 1927(a) and 1928 of Title 15 of the
     7  Pennsylvania Consolidated Statutes are amended to read:
     8  § 1927.  Filing of articles of merger or consolidation.
     9     (a)  General rule.--The articles of merger or articles of
    10  consolidation, as the case may be, the minutes of every meeting
    11  of the board of directors of each corporation at which the
    12  merger or consolidation was discussed and the certificates or
    13  statement, if any, required by section 139 (relating to tax
    14  clearance of certain fundamental transactions) shall be filed in
    15  the Department of State.
    16     * * *
    17  § 1928.  Effective date of merger or consolidation.

     1     Upon the filing of the articles of merger or the articles of
     2  consolidation in the Department of State under section 1927(a)
     3  (relating to filing of articles of merger or consolidation) or
     4  upon the effective date specified in the plan of merger or
     5  consolidation, whichever is later, the merger or consolidation
     6  shall be effective. The merger or consolidation of one or more
     7  domestic business corporations into a foreign business
     8  corporation shall be effective according to the provisions of
     9  law of the jurisdiction in which the foreign corporation is
    10  incorporated, but not until articles of merger or articles of
    11  consolidation have been adopted and filed, as provided in this
    12  subchapter.
    13     Section 2.  The amendment of 15 Pa.C.S. § 1928 shall apply to
    14  filings made on or after the effective date of this act.
    15     Section 3.  This act shall take effect in 60 days.










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