AN ACT

 

1Amending Titles 15 (Corporations and Unincorporated
2Associations) and 54 (Names) of the Pennsylvania Consolidated
3Statutes, modernizing the law on corporations and 
4unincorporated associations by doing the following:

5Adding provisions applicable to associations generally on
6names, mergers, interest exchanges, conversions, divisions,
7domestications and registration of foreign associations to do
8business.

9Extensively revising preliminary provisions on general 
10provisions, entities generally, entity transactions and
11foreign associations.

12As to business corporations, extensively revising:

13preliminary provisions on definitions, equitable
14relief and applicability;

15general incorporation provisions on names, articles
16of incorporation, applicability and notice to demand
17payment;

18management and ownership provisions on shareholder
19action;

20fundamental change provisions on omissions,
21termination, de facto transaction, proposals, special

1treatment of shares, submission of matters to
2shareholders, liabilities, merger, share exchange, sale
3of assets, division, conversion, voluntary dissolution
4and winding up;

5nonstock corporation provisions on application;

6statutory close corporation provisions on
7application;

8registered corporation provisions on call of special
9meetings of shareholders, shareholder transactions and
10management adoption of merger plans;

11management corporation provisions on application and
12bylaw and fundamental change procedures;

13professional corporation provisions on application
14and corporate name;

15insurance corporation provisions on application;

16benefit corporation provisions on applicability and
17election of status; and

18foreign business corporation provisions on admission,
19excluded activities, names, commencing business,
20certificates of authority, termination, address change
21after withdrawal, name registration, penalties, powers
22and duties, registered offices and domestication.

23As to nonprofit corporations, extensively revising:

24general provisions on definitions and applicability;

25incorporation provisions on corporate name, changes
26and reservation;

27management and ownership provisions on action;

28fundamental change provisions on filed plans,
29statement of termination, proposal of fundamental
30transactions, authorization, plans, notice, procedure,
31foreign corporations, articles, filing, effectiveness,
32resulting effect, merger, voluntary transfer of assets,
33division and conversion; and

34foreign nonprofit corporate provisions on admission,
35excluded activities, names, commencing business,
36certificates of authority, organic change, termination,
37address change after withdrawal, name registration,
38penalties, powers and duties, registered offices and
39domestication.

40As to cooperative corporations, extensively revising
41workers cooperative corporation provisions on definitions,
42nature and articles and terminating provisions on generation
43choices for customers of electric cooperatives.

44As to partnerships and limited liability companies,
45extensively revising:

46registered limited liability partnership provisions
47on name and foreign partnerships;

48limited partnership provisions on definitions, name,
49cancellation of certificate, merger and consolidation,
50nonjudicial dissolution, division and foreign limited
51partnerships; and

1limited liability company provisions on definitions,
2name, election, merger and consolidation, division and
3foreign companies.

4As to unincorporated associations, extensively revising:

5preliminary provisions on definitions; and

6professional associations provisions on
7applicability.

8As to business trusts, extensively revising provisions on
9creation, status and termination, on documentation and on
10foreign business trusts.

11In names:

12as to fictitious names, further providing for scope
13and registration; and

14as to corporate and associational names, further
15providing for a register and for decennial filings.

16Making editorial changes.

17The General Assembly of the Commonwealth of Pennsylvania
18hereby enacts as follows:

19Section 1. This act shall be known and may be cited as the
20Association Transactions Act.

21Section 1.1. The General Assembly finds and declares as
22follows:

23(1) It is necessary to modernize the law of this
24Commonwealth on the organization and governance of
25corporations and other associations in order to make the
26Commonwealth competitive with other states in attracting
27business organizations.

28(2) This act is designed to amend 15 Pa.C.S. Pt. I to
29integrate the law on corporations and other associations by
30enacting provisions applicable to all forms of associations
31and authorizing transactions involving any form of
32association.

33(3) It is also necessary to modernize the law on those
34subjects in order to improve the functioning of the Bureau of
35Corporations and Charitable Organizations, which administers
36that law.

1(4) This act is designed to amend 15 Pa.C.S. Pt. I to
2integrate the law on entity names, entity transactions and
3registration of foreign entities into a single coherent body
4of law that can be efficiently administered by the Bureau of
5Corporations and Charitable Organizations and easily used and
6understood by the citizens of the Commonwealth.

7Section 1.2. The introductory paragraph, the definitions of
8"association," "cooperative corporation," "corporation for
9profit," and "corporation not-for-profit," paragraph (2) of the
10definition of "court" and the definitions of "domestic savings
11association" and "savings association" in section 102 of Title
1215 of the Pennsylvania Consolidated Statutes are amended and the
13section is amended by adding definitions and a subsection to
14read:

15§ 102. Definitions.

16(a) Defined terms.--Subject to additional or inconsistent
17definitions contained in subsequent provisions of this title
18that are applicable to specific provisions of this title, the
19following words and phrases when used in this title shall have,
20unless the context clearly indicates otherwise, the meanings
21given to them in this section:

22* * *

23"Association." A corporation for profit or not-for-profit, a
24partnership, a limited liability company, a business or 
25statutory trust, an entity or two or more persons associated in
26a common enterprise or undertaking. The term does not include:

27(1)  a testamentary trust or an inter vivos trust as
28defined in 20 Pa.C.S. § 711(3) (relating to mandatory
29exercise of jurisdiction through orphans' court division in
30general)[.];

1(2) an association or relationship that:

2(i) is not a person that has:

3(A) a legal existence separate from any interest
4holder of the person; or

5(B) the power to acquire an interest in real
6property in its own name; and

7(ii) is not a partnership under the rules stated in
8section 8312 (relating to rules for determining the
9existence of a partnership) or a similar provision of the
10law of another jurisdiction;

11(3) a decedent's estate; or

12(4) a government or a governmental subdivision, agency
13or instrumentality.

14* * *

15"Business corporation." A domestic or foreign business
16corporation as defined in section 1103 (relating to
17definitions), whether or not it is a cooperative corporation.

18* * *

19"Cooperative corporation." A domestic corporation that is
20subject to Subpart D of Part II (relating to cooperative
21corporations), or a foreign corporation that is subject to a 
22similar law of a foreign jurisdiction.

23"Corporation for profit." A domestic or foreign corporation
24incorporated for a purpose or purposes involving pecuniary
25profit, incidental or otherwise, to its shareholders or members, 
26whether or not it is a cooperative corporation.

27"Corporation not-for-profit." A domestic or foreign
28corporation not incorporated for a purpose or purposes involving
29pecuniary profit, incidental or otherwise, whether or not it is 
30a cooperative corporation.

1"Court." Subject to any inconsistent general rule prescribed
2by the Supreme Court of Pennsylvania:

3* * *

4(2) where an association results from a merger,
5[consolidation,] division or other transaction without
6establishing a registered office in this Commonwealth or
7withdraws as a foreign corporation or association, the court
8of common pleas in which venue would have been laid
9immediately prior to the transaction or withdrawal.

10* * *

11"Dissenters rights." The rights and remedies provided by
12Subchapter D of Chapter 15 (relating to dissenters rights).

13"Distributional interest." The right under the organic law
14of an entity that is not a corporation for profit or not-for-
15profit, or under the organic rules of such an entity, to receive
16distributions from the entity.

17"Domestic association." An association, the internal affairs
18of which are governed by the law of this Commonwealth.

19* * *

20"Domestic entity." An entity, the internal affairs of which
21are governed by the law of this Commonwealth.

22"Domestic filing association." A domestic association, the
23formation of which requires the filing of a public organic
24record. The term does not include a general partnership that is
25also:

26(1) a limited liability partnership; or

27(2) an electing partnership.

28"Domestic filing entity." A domestic entity, the formation
29of which requires the filing of a public organic record. The
30term does not include a general partnership that is also:

1(1) a limited liability partnership; or

2(2) an electing partnership.

3* * *

4["Domestic savings association." A domestic corporation for 
5profit which is an association as defined in section 102(3) of 
6the former act of December 14, 1967 (P.L.746, No.345), known as 
7the Savings Association Code of 1967.]

8* * *

9"Electronic." Relating to technology having electrical,
10digital, magnetic, wireless, optical, electromagnetic or similar
11capabilities.

12"Entity." A domestic or foreign:

13(1) business corporation;

14(2) nonprofit corporation;

15(3) general partnership;

16(4) limited partnership;

17(5) limited liability company;

18(6) unincorporated nonprofit association;

19(7) professional association; or

20(8) business trust, common law business trust or
21statutory trust.

22* * *

23"Filing association." A domestic or foreign association, the
24formation of which requires the filing of a public organic
25record. The term does not include a general partnership that is
26also:

27(1) a limited liability partnership; or

28(2) an electing partnership.

29"Filing entity." A domestic or foreign entity, the formation
30of which requires the filing of a public organic record. The

1term does not include a general partnership that is also:

2(1) a limited liability partnership; or

3(2) an electing partnership.

4"Foreign association." An association that is not a domestic 
5association.

6* * *

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

8"Foreign filing association." A foreign association, the
9formation of which requires the filing of a public organic
10record.

11"Fraternal benefit society." A fraternal benefit society as
12defined in section 2403 of the act of May 17, 1921 (P.L.682,
13No.284), known as The Insurance Company Law of 1921.

14"General partnership." A domestic or foreign partnership as
15defined in section 8311 (relating to partnership defined),
16whether or not it is a limited liability partnership or electing
17partnership.

18"Governance interest." A right under the organic law or
19organic rules of an association that is not a corporation for
20profit or not-for-profit, other than as a governor, agent,
21assignee or proxy, to:

22(1) receive or demand access to information concerning,
23or the books and records of, the association;

24(2) vote for the election of the governors of the
25association; or

26(3) receive notice of or vote on an issue involving the
27internal affairs of the association.

28"Governor." A person by or under whose authority the powers
29of an association are exercised and under whose direction the
30activities and affairs of the association are managed pursuant

1to the organic law and organic rules of the association. The
2term includes:

3(1) A director of a corporation for profit or a
4shareholder of a statutory close corporation that is deemed
5to be a director under section 2332(a) (relating to
6management by shareholders).

7(2) A director or member of an other body of a
8corporation not-for-profit.

9(3) A partner of a general partnership.

10(4) A general partner of a limited partnership.

11(5) A general partner of an electing partnership.

12(6) A manager of a manager-managed limited liability
13company or a member that has the right to participate
14materially in the management of a member-managed limited
15liability company.

16(7) A manager of an unincorporated nonprofit
17association.

18(8) A member of the board of governors of a professional
19association.

20(9) A trustee of a business trust, common law business
21trust or statutory trust.

22"Health maintenance organization." An entity that is subject
23to the act of December 29, 1972 (P.L.1701, No.364), known as the
24Health Maintenance Organization Act.

25"Hospital plan corporation." A hospital plan corporation as
26defined in 40 Pa.C.S. § 6101 (relating to definitions).

27* * *

28"Interest." A share in a corporation for profit, a 
29membership or share in a corporation not-for-profit, a 
30governance interest or a distributional interest. The term
 

1includes the following:

2(1) A governance interest or transferable interest in a
3general partnership.

4(2) A governance interest or transferable interest in a
5limited partnership.

6(3) A governance interest or transferable interest in a
7limited liability company.

8(4) A membership in an unincorporated nonprofit
9association.

10(5) An ownership interest in a professional association.

11(6) A beneficial interest in a business trust, common-
12law business trust or statutory trust.

13"Interest holder." A direct or record holder of an interest.
14The term includes the following:

15(1) A shareholder of a corporation for profit.

16(2) A member or shareholder of a corporation not-for-
17profit.

18(3) A partner or transferee in a general partnership.

19(4) A general or limited partner or transferee in a
20limited partnership.

21(5) A member or transferee in a limited liability
22company.

23(6) A member of an unincorporated nonprofit association.

24(7) An associate in a professional association.

25(8) A beneficiary or beneficial owner of record of a
26business trust, common-law business trust or statutory trust.

27* * *

28"Jurisdiction." When used to refer to a political entity,
29the United States, a state, a foreign country or a political
30subdivision of a foreign country.

1"Jurisdiction of formation." The jurisdiction whose law
2includes the organic law of an association.

3* * *

4"Limited liability limited partnership." A domestic or
5foreign limited partnership for which there is in effect:

6(1) a statement of registration under Chapter 82
7(relating to registered limited liability partnerships);

8(2) a provision of its certificate of limited
9partnership electing to be subject to Chapter 82; or

10(3) a similar filing or provision under the organic law
11of a foreign partnership.

12"Limited liability partnership." A domestic or foreign
13general partnership for which there is in effect:

14(1) a statement of registration under Chapter 82
15(relating to registered limited liability partnerships); or

16(2) a similar filing under the organic law of a foreign
17general partnership.

18"Limited partnership." A domestic or foreign limited
19partnership as defined in section 8503 (relating to definitions
20and index of definitions), whether or not it is a limited
21liability limited partnership or electing partnership.

22"Nonfiling association." An association that is not a filing
23association.

24"Nonprofit corporation." A domestic or foreign nonprofit 
25corporation as defined in section 5103 (relating to 
26definitions), whether or not it is a cooperative corporation.

27"Nonregistered foreign association." A foreign association
28that is not registered to do business in this Commonwealth
29pursuant to a filing with the department.

30* * *

1"Organic law." The law of the jurisdiction of formation of
2an association governing its internal affairs.

3"Organic rules." The public organic record and private
4organic rules of an association.

5"Principal office." The principal executive office of an
6association, whether or not the office is located in this
7Commonwealth.

8"Private organic rules." The rules that govern the internal
9affairs of an association, are binding on all its interest
10holders and are not part of its public organic record, if any.
11The term includes the following:

12(1) The bylaws of a corporation for profit.

13(2) The bylaws of a corporation not-for-profit.

14(3) The partnership agreement of a general partnership.

15(4) The partnership agreement of a limited partnership.

16(5) The operating agreement of a limited liability
17company.

18(6) The governing principles of an unincorporated
19nonprofit association.

20(7) The bylaws of a professional association.

21(8) The bylaws or similar rules, by whatever name they
22may be referred to, of a business trust, common-law business
23trust or statutory trust.

24* * *

25"Professional association." An association as defined in
26section 9302 (relating to application of chapter).

27"Professional health service corporation." A professional
28health service corporation as defined in 40 Pa.C.S. § 6302
29(relating to definitions).

30* * *

1"Property." All property, whether real, personal or mixed,
2or tangible or intangible, or any right or interest therein,
3including rights under contracts and other binding agreements.

4"Public organic record." The document the public filing of
5which by the department or a similar agency in another
6jurisdiction is required to form an association. The term
7includes any amendment or restatement of the document and
8includes the following:

9(1) The articles of incorporation of a corporation for
10profit.

11(2) The articles of incorporation of a corporation not-
12for-profit.

13(3) The certificate of limited partnership of a limited
14partnership.

15(4) The certificate of organization of a limited
16liability company.

17(5) The articles of association of a professional
18association.

19(6) The declaration of trust or other instrument of a
20business trust or statutory trust which has been filed by the
21department or a similar agency in another jurisdiction.

22"Receipt." Actual coming into possession.

23"Receive." To actually come into possession.

24* * *

25"Registered corporation." A corporation defined in section
262502 (relating to registered corporation status).

27"Registered foreign association." A foreign association that
28is registered to do business in this Commonwealth pursuant to a
29filing in the department.

30* * *

1["Savings association." An association as defined in section 
2102(3) of the former act of December 14, 1967 (P.L.746, No.345), 
3known as the Savings Association Code of 1967.]

4* * *

5"Transfer." Includes:

6(1) an assignment;

7(2) a conveyance;

8(3) a sale;

9(4) a lease;

10(5) an encumbrance, including a mortgage or security
11interest;

12(6) a gift; and

13(7) a transfer by operation of law.

14"Type." When used with respect to an association, a generic
15form:

16(1) recognized at common law; or

17(2) organized under an organic law, whether or not some
18associations organized under that organic law are subject to
19provisions of that law which create different categories of
20the form of association.

21"Unincorporated nonprofit association." A nonprofit
22association as defined in section 9112 (relating to
23definitions).

24* * *

25(b) Application of definitions.--The words and phrases
26defined in subsection (a) shall have the same meanings when used
27in 54 Pa.C.S. (relating to names) except to the extent those
28meanings are inconsistent with the provisions of that title.

29Section 1.3. Section 109(b) of Title 15 is amended to read:

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

1registered address.

2* * *

3(b) Statement of address of commercial registered office.--A
4domestic [business corporation or qualified foreign business
5corporation, partnership or other] or registered foreign
6association engaged in the business of maintaining registered
7offices in this Commonwealth for corporations or other
8associations may file in the department a statement of address
9of commercial registered office executed by the representing
10association or a division thereof and setting forth:

11(1) The name of the representing association.

12(2) The form of organization of the representing
13association.

14(3) A statement that it is in the business of
15maintaining registered offices in this Commonwealth for
16corporations or other associations.

17(4) The address, including street and number, if any, of
18a place of business of the representing association in this
19Commonwealth to which communications and other matters
20directed to each person represented by it may be delivered.

21* * *

22Section 2. Title 15 is amended by adding sections to read:

23§ 112. Receipt of electronic communications.

24(a) Requirements.--Unless otherwise provided in the organic 
25rules of an entity or otherwise agreed between the sender and 
26the recipient, an electronic communication is received when it:

27(1) enters an information processing system that the 
28recipient has designated or uses for the purpose of receiving 
29electronic records or information of the type sent and from 
30which the recipient is able to retrieve the electronic
 

1record; and

2(2) is in a form capable of being processed by that
3system.

4(b) Awareness not required.--An electronic communication is
5received under subsection (a) even if no individual is aware of
6its receipt.

7(c) Presumption.--Receipt of an electronic acknowledgment
8from an information processing system described in subsection
9(a) establishes that a communication was received but, by
10itself, does not establish that the content sent corresponds to
11the content received.

12§ 113. Delivery of document.

13(a) Permissible means.--Permissible means of delivery of a
14document in record form include:

15(1) personal delivery;

16(2) mail;

17(3) conventional commercial practice; and

18(4) electronic transmission.

19(b) Delivery to department.--Delivery to the department of a
20document in record form is effective only on receipt by the
21department.

22(c) Delivery by department.--Except as provided by law other
23than this title, the department may deliver a document in record
24form to a person by delivering it:

25(1) in person to the person that submitted it for
26filing;

27(2) to the address of the person's registered office;

28(3) to the principal office address of the person; or

29(4) to another address the person provides to the
30department for delivery.

1Section 2.1. Section 133(a)(3) of Title 15 is amended by
2adding a subparagraph to read:

3§ 133. Powers of Department of State.

4(a) General rule.--The department has the power and
5authority reasonably necessary to enable it to administer this
6subchapter efficiently and to perform the functions specified in
7section 132 (relating to functions of Department of State), in
813 Pa.C.S. (relating to commercial code) and in 17 Pa.C.S.
9(relating to credit unions). The following shall not be agency
10regulations for the purposes of section 612 of the act of April 
119, 1929 (P.L.177, No.175), known as The Administrative Code of
121929, the act of October 15, 1980 (P.L.950, No.164), known as
13the Commonwealth Attorneys Act, the act of June 25, 1982 
14(P.L.633, No.181), known as the Regulatory Review Act, or any
15similar provision of law, but shall be subject to the
16opportunity of public comment requirement under section 201 of
17the act of July 31, 1968 (P.L.769, No.240), referred to as the
18Commonwealth Documents Law:

19* * *

20(3) Regulations, which the department is hereby
21authorized to promulgate, that:

22* * *

23(vi) Specify the symbols or characters which:

24(A) do not make a name distinguishable on the
25records of the department; or

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

27* * *

28Section 2.2. Section 135(e)(1) of Title 15 is amended to
29read:

30§ 135. Requirements to be met by filed documents.

1* * *

2(e) Distinguishable names.--A name shall not be considered
3distinguishable upon the records of the department from another
4name for purposes of this title and 54 Pa.C.S. (relating to
5names) solely because the names differ from each other in any or
6all of the following respects:

7(1) Use of punctuation marks and of symbols or 
8characters specified by regulation of the department under 
9section 133(a)(3)(vi) (relating to powers of department of 
10State).

11* * *

12Section 3. Section 136(c) of Title 15 is amended and the
13section is amended by adding a subsection to read:

14§ 136. Processing of documents by Department of State.

15* * *

16(c) Effective date and time.--Except as otherwise provided
17in this title and subject to sections 138 (relating to statement 
18of correction) and 141 (relating to <-withdrawal <-abandonment of 
19filing before effectiveness), a document [shall become] filed by 
20the department under a provision of this title is effective
21[upon the filing thereof in the department.]:

22(1) on the date and at the time of its delivery to the 
23department;

24(2) on the date of delivery and at the time specified in
25the document as its effective time, if the time specified is
26later than the time under paragraph (1); or

27(3) at a specified delayed effective date and:

28(i) at a specified time; or

29(ii) if no time is specified, at 12:01 a.m. on the 
30date specified.

1* * *

2(e) Redaction of information.--If law other than this title
3prohibits the disclosure by the department of information
4contained in a document in record form delivered to the
5department for filing, the department shall accept the document
6if it otherwise complies with this title but may redact the
7information.

8Section 3.1. Section 138 of Title 15 is amended to read:

9§ 138. Statement of correction.

10(a) Filing of statement.--Whenever any document authorized
11or required to be [filed in the Department of State] delivered 
12to the department for filing by any provision of this title has
13been so filed and is an inaccurate record of the [corporate or
14other] action therein referred to or was defectively or
15erroneously executed, the document may be corrected by [filing
16in the department] delivering to the department for filing a
17statement of correction [of the document]. The statement of
18correction, except as provided in subsection (c), shall be
19[executed] signed by the association or other person that
20[effected the] delivered the inaccurate, defective or erroneous
21document for filing and shall set forth:

22(1) The name of the association or other person and,
23subject to section 109 (relating to name of commercial
24registered office provider in lieu of registered address),
25the location, including street and number, if any, of its
26registered or other office.

27(2) The statute by or under which the [corporation was
28incorporated] association was formed, or the preceding filing
29was made, in the case of a filing that does not constitute a
30part of the [articles of incorporation of a corporation]

1public organic record of an association.

2(3) The inaccuracy or defect to be corrected.

3(4) The portion of the document requiring correction in
4corrected form or, if the document was erroneously executed,
5a statement that the original document shall be deemed
6reexecuted or stricken from the records of the department, as
7the case may be.

8(b) Effect of filing.--

9(1) The corrected document shall be effective:

10(i) Upon filing in the department, as to those
11persons who are substantially and adversely affected by
12the correction.

13(ii) As of the date the original document was
14effective, as to all other persons.

15(2) A filing under this section shall not have the
16effect of causing [original articles of incorporation of a
17corporation or a similar type of document creating any other
18form of association] the original public organic record of an 
19association to be stricken from the records of the department
20but the [articles or other document] public organic record
21may be corrected under this section.

22(c) Filing pursuant to court order.--If the association or
23other person refuses to [file] deliver to the department for 
24filing an appropriate statement of correction under this section
25within ten business days after any person adversely affected has
26made a [written demand therefor] demand in record form for the 
27correction, the affected person may apply to the court for an
28order to compel the filing. If the court finds that a document
29on file in the department is inaccurate [or defective], 
30defective or erroneous, it may direct the association or other

1person who effected the inaccurate, defective or erroneous
2filing to [file] deliver to the department for filing an
3appropriate statement of correction [in the department], or it
4may order the clerk to execute the statement under the seal of
5the court and cause the statement to be [filed in the
6department] delivered to the department for filing. In the
7absence of fraud, an application may not be made to a court
8under this subsection with respect to a document more than one
9year after the date on which it was originally filed in the
10department.

11(d) Cross reference.--See section 135 (relating to
12requirements to be met by filed documents).

13Section 4. Section 139(a) of Title 15 is amended and the
14section is amended by adding a subsection to read:

15§ 139. Tax clearance of certain fundamental transactions.

16(a) [General rule] Requirement.--Except as provided in
17subsection (c) or (d), [a domestic association shall not file
18articles or a certificate of merger or consolidation effecting a
19merger or consolidation into a nonqualified foreign association
20or articles or a certificate of dissolution or a statement of
21revival, a qualified foreign association shall not file an
22application for termination of authority or similar document in
23the Department of State and a domestic association shall not
24file articles or a certificate of division dividing solely into
25nonqualified foreign associations unless the articles,
26certificate, application or other document are accompanied by]
27clearance certificates from the Department of Revenue and the
28[Office of Employment Security of the] Department of Labor and
29Industry, evidencing the payment by the association of all taxes
30and charges due the Commonwealth required by law[.] must be
 

1delivered to the department for filing when any of the following 
2is delivered to the department for filing:

3(1) Articles or a statement or certificate of merger
4merging a domestic association into a nonregistered foreign
5association.

6(2) Articles or a statement or certificate of conversion
7or domestication effecting a conversion or domestication of a
8domestic association into a nonregistered foreign
9association.

10(3) Articles or a certificate of dissolution or a
11statement of revival of a domestic association.

12(4) An application for termination of registration<-, 
13statement of withdrawal or similar document by a registered
14foreign association.

15(5) Articles or a statement or certificate of division
16dividing a domestic association solely into foreign
17associations.

18* * *

19(d) Registration of foreign associations.--It shall not be 
20necessary to deliver clearance certificates under subsection (a) 
21if, simultaneously with the delivery of the articles, statement 
22or certificate of merger, conversion, division or domestication:

23(1) the foreign association that is the surviving,
24converted or domesticated association registers to do
25business in this Commonwealth; or

26(2) at least one of the new foreign associations 
27resulting from the division registers to do business in this 
28Commonwealth.

29Section 5. Title 15 is amended by adding sections to read:

30§ 141. <-Withdrawal <-Abandonment of filing before effectiveness.

1(a) General rule.--A document in record form delivered to
2the department for filing may be <-withdrawn <-abandoned before it
3takes effect by delivering to the department for filing a
4statement of <-withdrawal, except that a document that may be
5abandoned under any of the following sections may not be
6withdrawn under this section:

7Section 334 (relating to amendment or abandonment of plan
8of merger).

9Section 344 (relating to amendment or abandonment of plan
10of interest exchange).

11Section 354 (relating to amendment or abandonment of plan
12of conversion).

13Section 365 (relating to amendment or abandonment of plan
14of division).

15Section 374 (relating to amendment or abandonment of plan
16of domestication). <-abandonment.

17(b) Requirements for statement of <-withdrawal <-abandonment.--A
18statement of withdrawal <-abandonment must:

19(1) be signed by a person with the authority to sign the
20statement; <-and

21(2) identify the document to be <-withdrawn <-abandoned; and

22(3) state that abandonment of the document has been
23validly approved.

24(c) Effect of statement of <-withdrawal abandonment.--Upon
25filing by the department of a statement of <-withdrawal
<-26abandonment, the action or transaction evidenced by the original
27document shall not take effect.

28§ 142. Effect of signing filings.

29(a) Affirmation of truth.--Signing a document delivered to
30the department for filing is an affirmation under the penalties

1provided in 18 Pa.C.S. § 4904 (relating to unsworn falsification
2to authorities) that the facts stated in the document are true
3in all material respects.

4(b) Signature by agent or legal representative.--A document
5filed under this title may be signed by an agent. If this title
6requires a particular individual to sign a document and the
7individual is deceased or incompetent, the document may be
8signed by a legal representative of the individual on behalf of
9the individual.

10(c) Affirmation of authority.--A person that signs a
11document delivered to the department for filing affirms as a
12fact that the person is authorized to sign the document.

13§ 143. Liability for inaccurate information in filing.

14If a document that is delivered to the department for filing 
15under this title and filed by the department contains inaccurate 
16information at the time of delivery to the department, a person 
17that suffers a loss by reliance on the information may recover 
18damages for the loss from a person that signed the document or 
19caused another to sign it on behalf of the person and knew at 
20the time the document was delivered that the information was 
21inaccurate.

22§ 144. Signing and filing pursuant to judicial order.

23(a) Petition.--If a person required by this title to sign a
24document or deliver a document to the department for filing
25under this title does not do so, another person that is
26aggrieved may petition the court to order:

27(1) the person to sign the document;

28(2) the person to deliver the document to the department
29for filing; or

30(3) the department to file the document unsigned.

1(b) Association.--If a petitioner under subsection (a) is
2not the association to which the document pertains, the
3petitioner shall make the association a party to the action.

4(c) Effect.--A record filed under subsection (a)(3) is
5effective without being signed.

6§ 145. Subsistence certificate.

7(a) General rule.--On request of a person, the department
8shall issue:

9(1) a subsistence certificate for a domestic filing
10entity or domestic limited liability partnership; or

11(2) a certificate of registration for a registered
12foreign association.

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

15(1) the name of the domestic filing entity or domestic
16limited liability partnership or the name under which the
17registered foreign association is registered in this
18Commonwealth.

19(2) in the case of a domestic filing entity or domestic 
20limited liability partnership, that the entity is currently 
21subsisting on the records of the department; and

22(3) in the case of a registered foreign association,
23that it is registered to do business in this Commonwealth.

24(c) Effect of certificate.--Subject to any qualification
25stated in the certificate, a certificate issued by the
26department under subsection (a) may be relied on as conclusive
27evidence of the facts stated in the certificate.

28Section 5.1. Paragraph (6) of the definition of "ancillary
29transaction" in section 152 of Title 15 is amended and the
30definition is amended by adding a paragraph to read:

1§ 152. Definitions.

2The following words and phrases when used in this subchapter
3shall have the meanings given to them in this section unless the
4context clearly indicates otherwise:

5"Ancillary transaction." Includes:

6* * *

7(6) any transaction similar to any item listed in
8paragraphs (1) through (5); [or]

9(6.1) withdrawal, abandonment or termination of a
10document which has been delivered to the department for
11filing but has not yet become effective; or

12* * *

13Section 6. Section 153(a) of Title 15 is amended to read:

14§ 153. Fee schedule.

15(a) General rule.--The nonrefundable fees of the bureau, 
16including fees for the public acts and transactions of the 
17Secretary of the Commonwealth administered through the bureau, 
18shall be as follows:

19[(1) Domestic corporations:

 

20(i) Articles of incorporation, letters
21patent or similar instruments incorporating a
22corporation or association.......................

 

 

$125

23(ii) Articles or agreement or similar
24instrument of merger, consolidation or division..

 

70

25(iii) Additional fee for each association
26which is a party to a merger or consolidation....

 

40

27(iv) Additional fee for each new association
28resulting from a division........................

 

125

29(v) Articles of conversion or a similar
30instrument.......................................

 

70

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

70

2(2) Foreign corporations:

 

3(i) Certificates of authority or similar
4qualifications to do business....................

 

250

5(ii) Amended certificate of authority or
6similar change in qualification to do business...

 

250

7(iii) Domestication.........................

125

8(iv) Statement of merger or consolidation or
9similar instrument reporting occurrence of merger
10or consolidation not effected by a filing in the
11department.......................................

 

 

 

70

12(v) Additional fee for each qualified
13foreign corporation which is named in a statement
14of merger or consolidation or similar instrument.

 

 

40

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

70

16(3) Partnerships and limited liability companies:

 

17(i) Certificate of limited partnership or
18certificate of organization of a limited
19liability company or similar instrument forming a
20limited partnership or organizing a limited
21liability company................................

 

 

 

 

125

22(ii) Certificate of merger, consolidation or
23division.........................................

 

70

24(iii) Additional fee for each association
25which is a party to a merger or consolidation....

 

40

26(iv) Additional fee for each new association
27resulting from a division........................

 

125

28(v) Application for registration of foreign
29limited partnership or limited liability company.

 

250

30(vi) Certificate of amendment of

 

1registration of foreign limited partnership or
2limited liability company........................

 




250

3(vii) Statement of registration of
4registered limited liability partnership or
5statement of election as an electing partnership.

 

 

125

6(viii) Domestication of foreign limited
7liability company................................

 

125

8(ix) Each ancillary transaction.............

70

9(4) Unincorporated nonprofit associations:

 

10(i) Statement appointing an agent to receive
11service of process................................

 

70

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

40

13(iii) Amendment or cancellation of statement
14appointing an agent...............................

 

70

15(5) Business trusts:

 

16(i) Deed of trust or other initial
17instrument for a business
18trust.............................

 

125

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

70

20(6) Fictitious names:

 

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

70

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

70

23(7) Service of process:

 

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

70

25(ii) (Reserved).............................

 

26(8) Trademarks, emblems, union labels,
27description of bottles and similar matters:

 

 

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

50

29(ii) Each ancillary trademark transaction...

50

30(iii) Any other registration under this

 

1paragraph........................................

 




70

2(iv) Any other ancillary transaction under
3this paragraph...................................

 

70

4(9) Uniform Commercial Code: As provided in 13 
5Pa.C.S. § 9525 (relating to fees).

 

 

6(10) Copy fees, including copies furnished under
7the Uniform Commercial Code:

 

 

8(i) Each page of photocopy furnished........

3

9(ii) (Reserved).............................

 

10(11) Certification fees:

 

11(i) For certifying copies of any document or
12paper on file, the fee specified in paragraph
13(10), if the department furnished the copy, plus.

 

 

40

14(ii) (Reserved).............................

 

15(iii) For issuing any other certificate of
16the Secretary of the Commonwealth or the
17department (other than an engrossed certificate).

 

 

40

18(12) Report of record search other than a search

19under paragraph (9):

 

 

20(i) For preparing and providing a report of
21a record search, the fee specified in paragraph
22(10), if any, plus...............................

 

 

15

23(ii) (Reserved).............................

 

24(13) Reservation and registration of names:

 

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

70

26(ii) Registration of foreign or other
27corporation name.................................

 

70

28(14) Change of registered office or address:

 

29(i) Each statement of change of registered
30office by agent..................................

 

5

1(ii) Each statement or certificate of change
2of registered office.............................

 

5

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

5

4(15) Contingent domestication:

 

5(i) Statement of contingent domestication...

125

6(ii) Each year, or portion of a year, during
7which a contingent domestication or temporary
8domiciliary status is in effect..................

 

 

1,500

9(16) Expedited service:

 

10(i) For the processing of any filing under
11this title or 13 Pa.C.S. (relating to commercial
12code) which is received by the bureau before 4
13p.m. and is requested to be completed within one
14hour, an additional fee of.......................

 

 

 

 

1,000

15(ii) For the processing of any filing under
16this title or 13 Pa.C.S. which is received by the
17bureau before 2 p.m. and is requested to be
18completed within three hours, an additional fee
19of

20.................................................

 

 

 

 

300

21(iii) For processing of any filing under
22this title or 13 Pa.C.S. which is received by the
23bureau before 10 a.m. and is requested to be
24completed the same day, an additional fee of.....

 

 

 

100]

25(1) Domestic corporations:

 

26(i) Articles of incorporation, letters patent
27or similar instruments incorporating a corporation

 

$125

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

70

29(2) Foreign associations:

 

30(i) Registration statement or similar

 

1qualifications to do business.....................

 




250

2(ii) Amendment of registration statement or
3similar change in qualification to do business....

 

250

4(iii) Domestication of alien association
5under section 161 (relating to domestication of
6certain alien associations).......................

 

 

250

7(iv) Statement of merger, division or
8conversion or similar instrument reporting
9occurrence of merger, division or conversion not
10effected by a filing in the department............

 

 

 

70

11(v) Additional fee for each qualified foreign
12association which is named in a statement of
13merger or similar instrument......................

 

 

40

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

70

15(3) Partnerships and limited liability companies:

 

16(i) Certificate of limited partnership or
17certificate of organization of a limited liability
18company...........................................

 

 

125

19(ii) Statement of registration of registered
20limited liability partnership or statement of
21election as an electing partnership...............

 

 

125

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

70

23(4) Unincorporated nonprofit associations:

 

24(i) Statement appointing an agent to receive
25service of process................................

 

70

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

40

27(iii) Amendment or cancellation of statement
28appointing an agent...............................

 

70

29(5) Business trusts:

 

30(i) Declaration of trust or other initial

 

1instrument for a business trust...................

 




125

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

70

3(6) Fictitious names:

 

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

70

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

70

6(7) Service of process:

 

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

70

8(ii) (Reserved).

 

9(8) Trademarks, emblems, union labels,
10description of bottles and similar matters:

 

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

50

12(ii) Each ancillary trademark transaction....

50

13(iii) Another registration under this
14paragraph.........................................

 

70

15(iv) Another ancillary transaction under this
16paragraph.........................................

 

70

17(9) Uniform Commercial Code:

 

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

 

20(ii) (Reserved).

 

21(10) Copy fees, including copies furnished under
22the Uniform Commercial Code:

 

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

3

24(ii) (Reserved).

 

25(11) Certification fees:

 

26(i) For certifying copies of a document or
27paper on file, the fee specified under paragraph
28(10), if the department furnished the copy, plus..

 

 

40

29(ii) (Reserved).

 

30(iii) For issuing any other certificate of

 

1the Secretary of the Commonwealth or the
2department, other than an engrossed certificate...

 




40

3(iv) For preparing and issuing an engrossed
4certificate.......................................

 

125

5(12) Report of record search other than a search
6under paragraph (9):

 

7(i) For preparing and providing a report of a
8record search, the fee specified in paragraph
9(10), if any, plus................................

 

 

15

10(ii) (Reserved).

 

11(13) Reservation and registration of names:

 

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

70

13(ii) Registration of foreign association name

70

14(14) Change of registered office or address:

 

15(i) Each statement of change of registered
16office by agent...................................

 

5

17(ii) Each statement or certificate of change
18of registered office..............................

 

5

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

5

20(15) Expedited service:

 

21(i) For the processing of a filing under this
22title or 13 Pa.C.S. (relating to commercial code)
23which is received by the bureau before 4 p.m. and
24is requested to be completed within one hour, an
25additional fee of.................................

 

 

 

 

1,000

26(ii) For the processing of a filing under
27this title or 13 Pa.C.S. which is received by the
28bureau before 2 p.m. and is requested to be
29completed within three hours, an additional fee of

 

 

 

300

30(iii) For processing of a filing under this

 

1title or 13 Pa.C.S. which is received by the
2bureau before 10 a.m. and is requested to be
3completed the same day, an additional fee of......

 




 

100

4(16) Entity transactions:

 

5(i) Statement of merger, interest exchange,
6conversion, division or domestication.............

 

70

7(ii) Additional fee for each association that
8is a party to a merger............................

 

40

9(iii) Additional fee for each new association
10resulting from a division.........................

 

125

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

70

12(17) Special processing fees:

 

13(i) Request that multiple documents delivered
14to the department on the same day be filed in a
15certain order..........................

 

 

70

16(ii) (Reserved).

 

17* * *

18Section 7. Subchapter D heading of Chapter 1 of Title 15 is
19amended to read:

20SUBCHAPTER D

21[DEFINITIVE AND CONTINGENT] DOMESTICATION

22OF CERTAIN ALIEN ASSOCIATIONS

23Section 8. Section 161(b) introductory paragraph, (1) and
24(5), (e) and (f) of Title 15 are amended to read:

25§ 161. Domestication of certain alien associations.

26* * *

27(b) Statement of domestication.--The statement of
28domestication shall be [executed] signed by the association and
29shall set forth in the English language:

30(1) The name of the association. If the name is in a

1foreign language, it shall be set forth in Roman letters or
2characters or Arabic or Roman numerals. If the name is one
3that is rendered unavailable for use by a [corporation by any
4provision of section 1303(b) or (c) (relating to corporate
5name)] domestic entity by section 202(b) or (c) (relating to 
6requirements for names generally), the association shall
7adopt a new name, in accordance with any procedures for
8changing the name of the association that are applicable
9prior to the domestication of the association, and shall set
10forth the new name in the statement.

11* * *

12(5) A statement that the filing of the statement of
13domestication and, if desired, the renunciation of the prior
14domicile has been authorized (unless its [charter or other
15organic documents] organic rules require a greater vote) by a
16majority in interest of the [shareholders, members or other
17proprietors] interest holders of the association.

18* * *

19(e) Exclusion.--An association that can be domesticated
20under [any of the following sections shall not be domesticated
21under this section:

22Section 4161 (relating to domestication).

23Section 6161 (relating to domestication).

24Section 8590 (relating to domestication).

25Section 8982 (relating to domestication).

26Section 9501(a)(1)(ii) (relating to application and effect of
27chapter)] Subchapter G of Chapter 3 (relating to domestication) 
28shall not be domesticated under this section.

29(f) Definition.--As used in this section, the term
30"association," except as restricted by subsection (e), includes

1any [alien] incorporated organization, private law corporation
2(whether or not organized for business purposes), public law
3corporation, partnership, proprietorship, joint venture,
4foundation, trust, association or similar organization or entity
5existing under the laws of any jurisdiction other than this
6Commonwealth.

7* * *

8Section 8.1. Section 162 of Title 15 is repealed:

9[§ 162. Contingent domestication of certain alien associations.

10(a) General rule.--Any association as defined in subsection
11(i) may become a contingent domestic association by filing in
12the Department of State a statement of contingent domestication.
13The statement of contingent domestication and all papers and
14information relating thereto shall remain confidential and shall
15not be available for public inspection until and unless the
16association files a statement of consummation of domestication
17as provided in subsection (c).

18(b) Statement of contingent domestication.--The statement of
19contingent domestication shall be executed by the association
20and shall set forth in the English language:

21(1) In the case of:

22(i) a corporation subject to section 4161 (relating
23to domestication), the statements required to be set
24forth in articles of domestication (except the statement
25required by section 4161(b)(6));

26(ii) a corporation subject to section 6161 (relating
27to domestication), the statements required to be set
28forth in articles of domestication (except the statement
29required by section 6161(b)(6));

30(iii) a limited partnership subject to section 8590

1(relating to domestication), the statements required to
2be set forth in a certificate of domestication (except
3the statement required by section 8590(b)(5));

4(iv) a limited liability company subject to section
58982 (relating to domestication), the statements required
6to be set forth in a certificate of domestication (except
7the statement required by section 8982(b)(5));or

8(v) any other association, the statements required
9by section 161(b) (relating to statement of
10domestication) to be set forth in a statement of
11domestication (except the statement required by section
12161(b)(5)).

13(2) A statement that the effectiveness of the statement
14is contingent upon the subsequent filing of a statement of
15consummation of domestication.

16(3) A statement that the filing of the statement of
17contingent domestication and the delegation of authority to
18file a statement of consummation of domestication has been
19authorized (unless its charter or other organic documents
20require a greater vote):

21(i) by a majority vote of the votes cast by all
22shareholders entitled to vote thereon and, if any class
23of shares is entitled to vote thereon as a class, a
24majority of the votes cast in each class vote, in the
25case of a corporation subject to section 4161;

26(ii) by a majority vote of the votes cast by all
27members, if any, entitled to vote thereon and, if any
28class of members is entitled to vote thereon as a class,
29a majority of the votes cast in each class vote, in the
30case of a corporation subject to section 6161;

1(iii) by a majority vote of the votes cast by all
2partners entitled to vote thereon and, if any class of
3partners is entitled to vote thereon as a class, a
4majority of the votes cast in each class vote, in the
5case of a limited partnership subject to section 8590;

6(iv) by a majority vote of the votes cast by all
7members entitled to vote thereon and, if any class of
8members is entitled to vote thereon as a class, a
9majority of the votes cast in each class vote, in the
10case of a limited liability company subject to section
118982; or

12(v) by a majority in interest of the shareholders,
13members or other proprietors of the association in any
14other case.

15(c) Statement of consummation of domestication.--At any time
16after the filing of a statement of contingent domestication, the
17association may file in the department a statement of
18consummation of domestication which shall be executed by the
19association and shall set forth:

20(1) The name of the association as set forth in its
21statement of contingent domestication.

22(2) A statement that either:

23(i) an emergency condition exists in the
24jurisdiction the law of which governs the internal
25affairs of the association and that in the judgment of
26the management of the association a temporary transfer of
27the domicile of the association to this Commonwealth is
28warranted by the circumstances; or

29(ii) an event has occurred that, under the law of
30the jurisdiction governing the internal affairs of the

1association, permits the association to transfer its
2domicile.

3(d) Statement of termination of domestication.--At any time
4after the filing of a statement of consummation of
5domestication, the association may file in the department a
6statement of termination of domestication which shall be
7executed by the association and shall set forth:

8(1) The name of the association in the form set forth in
9the prior filings under this section.

10(2) If a statement of consummation of domestication has
11theretofore been filed and is then in effect, a statement
12that the association elects to terminate its domicile in this
13Commonwealth.

14(3) A statement that either:

15(i) the statement of contingent domestication is
16reinstated pending the filing in the department of a new
17statement of consummation of domestication; or

18(ii) the statement of contingent domestication is
19withdrawn.

20(e) Execution of filings.--All documents filed under this
21section shall be signed on behalf of the association by any
22authorized person.

23(f) Effect of filing statement of consummation of
24domestication.--Upon the filing of a statement of consummation
25of domestication, and until the filing of a statement of
26termination of domestication, the association shall have the
27status under the law of this Commonwealth of:

28(1) a business corporation domesticated under section
294161, in the case of a corporation subject to that section;

30(2) a nonprofit corporation domesticated under section

16161, in the case of a corporation subject to that section;

2(3) a limited partnership domesticated under section
38590, in the case of a limited partnership subject to that
4section;

5(4) a limited liability company domesticated under
6section 8982, in the case of a limited liability company
7subject to that section; or

8(5) an association domesticated under section 161, in
9any other case.

10(g) Effect of filing a statement of termination of
11domestication.--Upon the filing of a statement of termination of
12domestication, the association shall under the law of this
13Commonwealth revert to the status it held prior to the filing
14of:

15(1) the statement of consummation of domestication, if
16the statement of termination of domestication states that the
17statement of contingent domestication is reinstated; or

18(2) the statement of contingent domestication, if the
19statement of termination of domestication states that the
20statement of contingent domestication is withdrawn.

21(h) Annual renewal.--A renewal application may be filed
22between October 1 and December 31 in each year and shall extend
23the applicability of this section for the following calendar
24year. Otherwise the association shall not be entitled to any of
25the benefits of this section. See section 153(a)(14) (relating
26to contingent domestication).

27(i) Definition.--As used in this section, the term
28"association" includes any incorporated organization, private
29law corporation (whether or not organized for business
30purposes), public law corporation, partnership, proprietorship,

1joint venture, foundation, trust, association or similar
2organization or entity if such association or entity immediately
3prior to effecting an initial filing under this section is an
4association or entity governed by the law of any jurisdiction
5other than the United States or any state, Puerto Rico or any
6possession or territory of the United States.

7(j) Cross references.--See sections 134 (relating to
8docketing statement) and 135 (relating to requirements to be met
9by filed documents).]

10Section 9. Title 15 is amended by adding chapters to read:

11CHAPTER 2

12ENTITIES GENERALLY

13Subchapter

14A. Names

15B. (Reserved)

16SUBCHAPTER A

17NAMES

18Sec.

19201. Definitions.

20202. Requirements for names generally.

21203. Corporation names.

22204. Partnership and limited liability company names.

23205. Business trust names.

24206. Requirements for foreign association names.

25207. Required name changes by senior associations.

26208. Reservation of name.

27209. Registration of name of nonregistered foreign association.

28§ 201. Definitions.

29The following words and phrases when used in this subchapter
30shall have the meanings given to them in this section unless the

1context clearly indicates otherwise:

2"Covered association." Any of the following:

3(1) a domestic filing entity;

4(2) a domestic limited liability partnership;

5(3) an electing partnership; or

6(4) a registered foreign association.

7"Proper name." The name set forth in:

8(1) the public organic record of a domestic filing
9association;

10(2) the statement of registration of a limited liability
11partnership;

12(3) the statement of election of an electing
13partnership; or

14(4) the statement of registration of a registered
15foreign association under section 412(a)(1)(i) (relating to
16foreign registration statement) or, if that name does not
17comply with this section, the name set forth in the statement
18under section 412(a)(1)(ii).

19§ 202. Requirements for names generally.

20(a) General rule.--The proper name of a covered association
21may be in any language, but it must be expressed in Roman
22letters or characters, Arabic or Roman numerals or symbols or
23characters specified by regulation of the department under
24section 133(a)(3)(vi) (relating to powers of Department of
25State).

26(b) Duplicate use of names.--Except as provided in
27subsection (f), the proper name of a covered association must be
28distinguishable on the records of the department from the
29following:

30(1) The proper name of another covered association or

1the name of an association registered at any time under 54
2Pa.C.S. Ch. 5 (relating to corporate and other association
3names), unless the covered association or other association
4has:

5(i) stated that it is about to change its name, is
6about to cease to do business, is being wound up or is a
7foreign association about to withdraw from doing business
8in this Commonwealth, and the statement and a consent to
9the adoption of the name are delivered to the department
10for filing;

11(ii) filed a tax return or certificate with the
12Department of Revenue indicating that the covered
13association or other association is out of existence or
14has failed for a period of three successive years to file
15with the Department of Revenue a report or return
16required by law and the fact of the failure has been
17certified by the Department of Revenue to the Department
18of State;

19(iii) abandoned its name under the laws of its
20jurisdiction of formation, by amendment, merger,
21consolidation, division, expiration, dissolution or
22otherwise, without its name being adopted by a successor,
23and an official record of that fact, certified as
24provided under 42 Pa.C.S. § 5328 (relating to proof of
25official records), is presented by a person to the
26department; or

27(iv) had the registration of its name under 54
28Pa.C.S. Ch. 5 terminated.

29(2) A name that has been reserved or registered pursuant
30to section 208 (relating to reservation of name) or 209

1(relating to registration of name of nonregistered foreign
2association). A name shall be rendered unavailable for use
3under this subchapter by reason of the filing by the
4department of an assumed or fictitious name registration
5under 54 Pa.C.S. Ch. 3 (relating to fictitious names) only to
6the extent expressly provided in 54 Pa.C.S. Ch. 3.

7(c) Required approvals or conditions.--

8(1) The proper name of a covered association shall not
9imply that the association is:

10(i) A governmental agency of the Commonwealth or of
11the United States.

12(ii) A bank, bank and trust company, savings bank,
13private bank or trust company, as defined in the act of
14November 30, 1965 (P.L.847, No.356), known as the Banking
15Code of 1965, unless:

16(A) The association is a Pennsylvania bank
17holding company or is otherwise authorized by statute
18to use its name.

19(B) The association is a nonprofit corporation
20holding property in trust under section 5547
21(relating to authority to take and hold trust
22property) and has been converted from a trust company
23under Subchapter E of Chapter 3 (relating to
24conversion). The preceding sentence controls over
25section 805(b) of the Banking Code of 1965.

26(iii) An insurance company, nor contain any of the
27words "annuity," "assurance," "beneficial," "bond,"
28"casualty," "endowment," "fidelity," "fraternal,"
29"guaranty," "indemnity," "insurance," "insurer,"
30"reassurance," "reinsurance," "surety" or "title" when

1used in a manner as to imply that the association is
2engaged in the business of writing insurance or
3reinsurance as principal or any other words of like
4purport unless it is duly licensed as an insurance
5company by its jurisdiction of formation or the Insurance
6Department certifies that it has no objection to the use
7by the association or proposed association of the
8designation. The proper name of a domestic insurance
9company shall:

10(A) contain the word "mutual" only if it is a
11mutual insurance company; and

12(B) clearly designate the object and purpose of
13the association.

14(iv) A public utility furnishing electric or gas
15service to the public, unless the association or proposed
16association has as an express purpose the furnishing of
17service subject to the jurisdiction of the Pennsylvania
18Public Utility Commission or the Federal Energy
19Regulatory Commission.

20(v) A credit union. See 17 Pa.C.S. § 104 (relating
21to prohibition on use of words "credit union").

22(2) The proper name of a covered association shall not
23contain:

24(i) The word "college," "university" or "seminary"
25when used in a manner as to imply that it is an
26educational institution conforming to the standards and
27qualifications prescribed by the State Board of
28Education, unless there is submitted a certificate from
29the Department of Education certifying that the
30association or proposed association is entitled to use

1that designation.

2(ii) Words that constitute blasphemy, profane
3cursing or swearing or that profane the Lord's name.

4(iii) The words "engineer" or "engineering,"
5"surveyor" or "surveying" or any other word implying that
6any form of the practice of engineering or surveying as
7defined in the act of May 23, 1945 (P.L.913, No.367),
8known as the Engineer, Land Surveyor and Geologist
9Registration Law, is provided unless at least one of the
10individuals signing the initial public organic record of
11the association or one of the governors of the existing
12association has been properly registered with the State
13Registration Board for Professional Engineers in the
14practice of engineering or surveying and there is
15submitted to the department a certificate from the board
16to that effect.

17(iv) The words "architect" or "architecture" or any
18other word implying that any form of the practice of
19architecture as defined in the act of December 14, 1982
20(P.L.1227, No.281), known as the Architects Licensure
21Law, is provided unless at least one of the individuals
22signing the initial public organic record of the
23association or one of the governors of the existing
24association has been properly registered with the
25Architects Licensure Board in the practice of
26architecture and there is submitted to the department a
27certificate from the board to that effect.

28(v) The word "cooperative" or an abbreviation
29thereof unless the corporation is a cooperative
30corporation.

1(vi) Any other words prohibited by law. See section
2103 (relating to subordination of title to regulatory
3laws).

4(d) Other rights unaffected.--This section shall not
5abrogate or limit the law as to unfair competition or unfair
6practices nor derogate from the common law, the principles of
7equity or the provisions of 54 Pa.C.S. (relating to names) with
8respect to the right to acquire and protect trade names.

9(e) Remedies for violation of section.--The use of a name in
10violation of this section shall not vitiate or otherwise affect
11the existence or any acts of an association, but a court having
12jurisdiction may enjoin the association from using or continuing
13to use a name in violation of this section on the application
14of:

15(1) the Attorney General, acting on his or her own
16motion or at the instance of an administrative department,
17board or commission of this Commonwealth; or

18(2) a person adversely affected.

19(f) Court-ordered use of name.--Subsection (b) shall not
20apply if an association delivers to the department for filing a
21certified copy of a final judgment of a court of competent
22jurisdiction establishing the right of the association to use a
23name in this Commonwealth.

24§ 203. Corporation names.

25(a) Business corporations.--The proper name of a domestic or
26registered foreign business corporation must contain:

27(1) the word "corporation," "company," "incorporated" or
28"limited" or an abbreviation of any of the terms;

29(2) the word "association," "fund" or "syndicate"; or

30(3) words or abbreviations of like import used in a

1jurisdiction other than this Commonwealth.

2(b) Nonprofit corporations.--The proper name of a domestic 
3nonprofit corporation or registered foreign corporation not-for-
4profit shall not be required to contain one of the words or 
5abbreviations described under subsection (a).

6§ 204. Partnership and limited liability company names.

7(a) Limited liability partnerships.--The proper name of a 
8domestic limited liability partnership or registered foreign 
9limited liability partnership must contain the term "company," 
10"limited" or "limited liability partnership," or an abbreviation 
11of one of those terms, or words or abbreviations of like import 
12used in a jurisdiction other than this Commonwealth.

13(b) Limited partnerships.--The proper name of a domestic or
14registered foreign limited partnership:

15(1) shall not be required to contain a word or
16abbreviation indicating that it is a limited partnership;

17(2) if it is a limited liability limited partnership,
18must contain:

19(i) the term "company," "limited" or "limited
20liability limited partnership" or a term of like import;
21or

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

24(3) may contain the name of a partner.

25(c) Limited liability companies.--The proper name of a 
26domestic limited liability company or registered foreign limited 
27liability company must contain the term "company," "limited" or 
28"limited liability company," or an abbreviation of one of those 
29terms, or words or abbreviations of like import used in a 
30jurisdiction other than this Commonwealth.

1§ 205. Business trust names.

2The proper name of a domestic business trust or registered 
3foreign business trust shall not be required to contain a word 
4or abbreviation indicating that it is a business trust.

5§ 206. Requirements for foreign association names.

6(a) General rule.--The department shall not file a 
7registration statement pursuant to section 412 (relating to 
8foreign registration statement) for a foreign association that, 
9except as provided under subsection (b), has a name that is 
10rendered unavailable for use by a covered association under 
11section 202(a), (b) or (c)(1)(i), (iii), (iv) or (v) or (2) 
12(relating to requirements for names generally).

13(b) Exception.--The provisions of section 202(b) and (c)
14shall not prevent the filing of a registration statement of a
15foreign association setting forth a name that is prohibited by
16section 202(b) and (c) if the foreign association delivers to
17the department for filing a resolution of its governors adopting
18a name for use in registering to do business in this
19Commonwealth that is available for use by a covered association.

20§ 207. Required name changes by senior associations.

21(a) Loss of rights to name.--A covered association shall
22cease to have the exclusive right to its proper name if the
23association:

24(1) has failed to file in the Department of Revenue a
25report or a return required by law;

26(2) has filed in the Department of Revenue a tax return
27or certificate indicating that it is out of existence; or

28(3) has failed to file the most recent required
29decennial filing under 54 Pa.C.S. § 503 (relating to
30decennial filings required).

1(b) Adoption of new name on reactivation.--Upon the removal
2of the reason why a covered association has lost the exclusive
3right to its proper name under subsection (a), the association
4shall make inquiry with the Department of State with regard to
5the availability of its name and, if the name has been
6appropriated by another person, the covered association shall
7adopt a new name in accordance with law before resuming its
8activities.

9(c) Enforcement of undertaking to release name.--If a
10covered association has used a name that is not distinguishable
11on the records of the Department of State from the name of
12another association as permitted by section 202(b)(1) (relating
13to requirements for names generally) and the other association
14continues to use its name in this Commonwealth and does not
15change its name, cease to do business, be wound up or withdraw
16as it proposed to do in its consent or change its name as
17required by subsection (a), any court having jurisdiction may
18enjoin the other association from continuing to use its name or
19a name that is not distinguishable therefrom on the application
20of:

21(1) the Attorney General, acting on his or her own
22motion or at the instance of an administrative department,
23board or commission of this Commonwealth; or

24(2) any person adversely affected.

25§ 208. Reservation of name.

26(a) General rule.--The exclusive right to the use of a name
27may be reserved by any person. The reservation shall be made by
28delivering to the department an application to reserve a
29specified name, signed by the applicant. If the department finds
30that the name is available for use, it shall reserve the name

1for the exclusive use of the applicant for a period of 120 days.

2(b) Transfer of reservation.--The right to exclusive use of
3a name reserved pursuant to subsection (a) may be transferred to
4any other person by delivering to the department a notice in
5record form of the transfer, signed by the person who reserved
6the name, and specifying the name and address of the other
7person.

8(c) Cross references.--See:

9Section 134 (relating to docketing statement).

10Section 135 (relating to requirements to be met by filed
11documents).

12Section 209 (relating to registration of name of
13nonregistered foreign association).

14§ 209. Registration of name of nonregistered foreign
15association.

16(a) General rule.--A nonregistered foreign association may
17register its name under 54 Pa.C.S. Ch. 5 (relating to corporate
18and other association names) if the name is available for use by
19a registered foreign association pursuant to section 206
20(relating to requirements for foreign association names) by
21delivering to the department for filing an application for
22registration of name, signed by the association, setting forth:

23(1) The name of the association.

24(2) The address, including street and number, if any, of
25the principal office of the association.

26(b) Annual renewal.--An association that has in effect a
27registration of its name may renew the registration from year to
28year by annually delivering to the department for filing an
29application for renewal setting forth the facts required to be
30set forth in an original application for registration. A renewal

1application may be filed between October 1 and December 31 in
2each year and shall extend the registration for the following
3calendar year.

4(c) Use of registered name.--A foreign association whose
5name registration is effective may register as a foreign
6association under the registered name or consent in record form
7to the use of that name by another association.

8(d) Cross references.--See sections 134 (relating to
9docketing statement) and 135 (relating to requirements to be met
10by filed documents).

11SUBCHAPTER B

12(RESERVED)

13CHAPTER 3

14ENTITY TRANSACTIONS

15Subchapter

16A. Preliminary Provisions

17B. Approval of Entity Transactions

18C. Merger

19D. Interest Exchange

20E. Conversion

21F. Division

22G. Domestication

23SUBCHAPTER A

24PRELIMINARY PROVISIONS

25Sec.

26311. Short title of chapter.

27312. Definitions.

28313. Relationship of chapter to other provisions of law.

29314. Regulatory conditions and required notices and approvals.

30315. Nature of transactions.

1316. Contents of plan.

2317. Contractual dissenters rights in entity transactions.

3318. Excluded entities and transactions.

4319. Party to plan or transaction.

5320. Submission of matters to interest holders.

6§ 311. Short title of chapter.

7This chapter shall be known and may be cited as the Entity
8Transactions Law.

9§ 312. Definitions.

10(a) Definitions.--The following words and phrases when used
11in this chapter shall have the meanings given to them in this
12subsection unless the context clearly indicates otherwise:

13"Acquired association." The domestic entity or foreign
14association, all of one or more classes or series of interests
15in which are acquired in an interest exchange.

16"Acquiring association." The domestic entity or foreign
17association that acquires all of one or more classes or series
18of interests of the acquired association in an interest
19exchange.

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

22"Converted association." The converting association as it
23continues in existence after a conversion.

24"Converting association." The domestic entity or domestic
25banking institution that approves a plan of conversion pursuant
26to section 353 (relating to approval of conversion) or the
27foreign association that approves a conversion pursuant to the
28law of its jurisdiction of formation.

29"Dividing association." The domestic entity that approves a
30plan of division pursuant to section 363 (relating to approval

1of division) or 364 (relating to division without interest
2holder approval) or the foreign association that approves a
3division pursuant to the law of its jurisdiction of formation.

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

6"Domesticated entity." The domesticating entity as it
7continues in existence after a domestication.

8"Domesticating entity." The domestic entity that approves a
9plan of domestication pursuant to section 373(a) (relating to
10approval of domestication) or the foreign entity that approves a
11domestication pursuant to section 373(b).

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

14"Interest exchange." A transaction authorized by Subchapter
15D (relating to interest exchange).

16"Interest holder liability." Either of the following:

17(1) Personal liability for a liability of an association
18that is imposed on a person either:

19(i) Solely by reason of the status of the person as
20an interest holder.

21(ii) By the organic rules of the association that
22make one or more specified interest holders or categories
23of interest holders liable in their capacity as interest
24holders for all or specified liabilities of the entity.

25(2) An obligation of an interest holder under the
26organic rules of an association to contribute to the
27association.

28"Merger." A transaction in which two or more merging
29associations are combined into a surviving association pursuant
30to a document filed by the department or similar office in

1another jurisdiction.

2"Merging association." A domestic entity, domestic banking
3institution or foreign association that is a party to a merger
4under Subchapter C (relating to merger) and exists immediately
5before the merger becomes effective.

6"New association." An association that is created by a
7division.

8"Plan." A plan of merger, plan of interest exchange, plan of
9conversion, plan of division or plan of domestication, as
10applicable.

11"Protected agreement." Either of the following:

12(1) A record evidencing indebtedness and any related
13agreement in effect on July 1, 2015.

14(2) A protected governance agreement.

15"Protected governance agreement." Either of the following:

16(1) The organic rules of a domestic entity or foreign
17association in effect on {the Legislative Reference Bureau
18shall insert here on the effective date of this chapter}.

19(2) An agreement that is binding on any of the governors
20or interest holders of a domestic entity or foreign
21association on July 1, 2015.

22"Registered office." In the case of a domestic banking
23institution that is a corporation, the principal place of
24business of the corporation set forth in its articles of
25incorporation as required by section 1004 of the act of November
2630, 1965 (P.L.847, No.356), known as the Banking Code of 1965.

27"Resulting association." A dividing association, if it
28survives the division, or a new association.

29"Special treatment." A provision of a plan permitted by
30section 329 (relating to special treatment of interest holders).

1"Surviving association." The domestic entity, domestic
2banking institution or foreign association that continues in
3existence after or is created by a merger under Subchapter C
4(relating to merger).

5(b) Index of definitions.--Following is a nonexclusive list
6of definitions in section 102 (relating to definitions) that
7apply to this chapter:

8"Act" or "action."

9"Banking institution."

10"Department."

11"Dissenters rights."

12"Domestic entity."

13"Entity."

14"Filing entity."

15"Foreign entity."

16"Governor."

17"Interest."

18"Interest holder."

19"Obligation."

20"Organic law."

21"Organic rules."

22"Private organic rules."

23"Property."

24"Public organic record."

25"Record form."

26"Registered foreign association."

27"Representative."

28"Sign."

29"Transfer."

30"Type."

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

2(a) Antitakeover provisions.--A transaction under this
3chapter to which a registered corporation is a party may not
4impair any right or obligation that a person has under, and may
5not make applicable to the corporation, any provision of section
62538 (relating to approval of transactions with interested
7shareholders) or Subchapters E (relating to control
8transactions), F (relating to business combinations), G
9(relating to control-share acquisitions), H (relating to
10disgorgement by certain controlling shareholders following
11attempts to acquire control), I (relating to severance
12compensation for employees terminated following certain control-
13share acquisitions) and J (relating to business combination
14transactions-labor contracts) of Chapter 25, nor shall it change
15the standard of care applicable to the directors under
16Subchapter B of Chapter 17 (relating to fiduciary duty) unless:

17(1) If the corporation does not survive the transaction,
18the transaction satisfies any requirements of the provision.

19(2) If the corporation survives the transaction, the
20approval of the transaction is by a vote of the shareholders
21or directors which would be sufficient to impair the right or
22obligation under, or make the corporation subject to, the
23provision.

24(b) Transitional provision.--

25(1) This subsection applies to a transaction of a type
26authorized by this chapter if:

27(i) prior to July 1, 2015, a step has been taken to
28effectuate the transaction; but

29(ii) the transaction does not take effect by July 1,
302015.

1(2) Except as set forth in paragraph (3), the
2transaction shall remain subject to the former provisions of
3law supplied by this chapter until the transaction:

4(i) is abandoned; or

5(ii) takes effect.

6(3) Notwithstanding paragraph (2), if the plan provides 
7that this chapter applies to the transaction, this chapter 
8shall apply to the transaction after June 30, 2015.

9§ 314. Regulatory conditions and required notices and 
10approvals.

11(a) Regulatory approvals.--If law of this Commonwealth other
12than this chapter requires notice to, or the approval of, a
13governmental agency or officer of this Commonwealth in
14connection with the participation under an organic law that is
15not part of this title by a domestic or foreign association in a
16transaction which is a form of transaction authorized by this
17chapter, the notice must be given or the approval obtained by
18the association before it may participate in any form of
19transaction under this chapter.

20(b) Certain regulated businesses.---A domestic converted
21association, domestic domesticated entity, domestic new
22association, domestic resulting association or domestic
23surviving association may not acquire as a result of a
24transaction under this chapter the power to engage in the
25business of banking, insurance or acting as a trust company
26unless an association of that type is authorized to have and
27exercise that power under the law of this Commonwealth.

28(c) Charitable assets.--Property held for a charitable
29purpose under the law of this Commonwealth by a domestic or
30foreign association immediately before a transaction under this

1chapter becomes effective may not, as a result of the
2transaction, be diverted from the objects for which it was
3donated, granted, devised or otherwise transferred unless, to
4the extent required by or pursuant to the law of this
5Commonwealth concerning cy pres or other law dealing with
6nondiversion of charitable assets, the domestic or foreign
7association obtains an appropriate order of a court of competent
8jurisdiction specifying the disposition of the property.

9(d) Preservation of transfers.--A bequest, devise, gift,
10grant or promise contained in a will or other instrument of
11donation, subscription or conveyance that is made to a merging
12association that is not the surviving association and that takes
13effect or remains payable after the merger inures to the
14surviving association. A trust obligation that would govern
15property if transferred to a merging association that is not the
16surviving association applies to property that is transferred to
17the surviving association.

18(e) Cross reference.--See section 318 (relating to excluded
19entities and transactions).

20§ 315. Nature of transactions.

21The fact that a sale or conversion of the interests in or
22assets of an association or a transaction under a particular
23subchapter produces a result that could be accomplished in any
24other manner permitted by a different subchapter or other law
25shall not be a basis for recharacterizing the sale, conversion
26or transaction as a different form of sale, conversion or
27transaction under any other subchapter or other law.

28§ 316. Contents of plan.

29(a) Omission of certain provisions.--A plan as delivered to
30the department for filing under any provision of this chapter in

1lieu of a statement of merger, statement of interest exchange,
2statement of conversion, statement of division or statement of
3domestication may omit all provisions of the plan except
4provisions, if any, that:

5(1) are intended to amend or constitute the operative
6provisions of the public organic record of a domestic
7association as in effect subsequent to the effectiveness of
8the plan;

9(2) are required by this chapter in the statement in
10lieu of which the plan is being delivered to the department
11for filing; or

12(3) allocate or specify the respective property and
13liabilities of the resulting associations, in the case of a
14plan of division.

15(b) Availability of full plan.--If any of the provisions of
16a plan are omitted from the plan as delivered to the department
17as permitted under subsection (a), the plan must state that the
18full text of the plan is on file at the principal office of the
19surviving, acquiring, converted, new or resulting association or
20domesticated entity and the address thereof. An association that
21takes advantage of this section shall furnish a copy of the full
22text of the plan, on request and without cost, to any interest
23holder of any domestic or foreign association that was a party
24to the plan.

25(c) Reference to external facts.--A plan may refer to facts
26ascertainable outside of the plan if the manner in which the
27facts will operate on the plan is specified in the plan. The
28facts may include the occurrence of an event or a determination
29or action by a person, whether or not the event, determination
30or action is within the control of a party to the transaction.

1§ 317. Contractual dissenters rights in entity transactions.

2(a) General rule.--An interest holder of a domestic entity
3other than a nonprofit corporation or unincorporated nonprofit
4association shall be entitled to contractual dissenters rights
5in connection with a transaction under this chapter, even though
6the interest holder would not otherwise be entitled to
7dissenters rights under this title to the extent provided:

8(1) in the entity's organic rules; or

9(2) in the plan.

10(b) Procedures for contractual dissenters rights.--If an
11interest holder is entitled to contractual dissenters rights
12pursuant to subsection (a), Subchapter D of Chapter 15 (relating
13to dissenters rights) applies to the extent practicable except
14as otherwise provided in the organic rules of the domestic
15entity or the plan.

16(c) Cross references.--See sections 329 (relating to special
17treatment of interest holders) and 1571(c) (relating to
18application and effect of subchapter).

19§ 318. Excluded entities and transactions.

20(a) Excluded entities.--The following entities may not
21participate in a transaction under this chapter:

22(1) A cooperative corporation subject to Chapter 73
23(relating to electric cooperative corporations).

24(2) A beneficial, benevolent, fraternal or fraternal
25benefit society:

26(i) having a lodge system and a representative form
27of government; or

28(ii) transacting any type of insurance.

29(b) Excluded transactions involving certain nonprofit
30corporations.--The following apply to nonprofit corporations:

1(1) Except as provided in paragraph (2), this chapter
2may not be used to accomplish a transaction that has the
3effect of converting a domestic nonprofit corporation that is
4subject to the supervision of the Department of Banking and
5Securities, the Insurance Department or the Pennsylvania
6Public Utility Commission to a different type of entity.

7(2) Paragraph (1) does not apply to a transaction under
8this chapter in which a health maintenance organization is
9converted to a different type of entity if the transaction
10has received the prior approval of the Insurance Department.

11(c) Cross references.--See sections 103 (relating to
12subordination of title to regulatory laws) and 314 (relating to
13regulatory conditions and required notices and approvals).

14§ 319. Party to plan or transaction.

15An association that approves a plan in its capacity as an
16interest holder or creditor of a domestic or foreign association
17that is a party to the transaction under the plan, or that
18furnishes all or a part of the consideration contemplated by a
19plan, does not thereby become a party to the plan or the
20transaction under the plan for purposes of this chapter.

21§ 320. Submission of matters to interest holders.

22(a) General rule.--A domestic association may agree, in
23record form, to submit a plan to its interest holders whether or
24not the governors determine, at any time after approving the
25plan, that the plan is no longer advisable and recommend that
26the interest holders reject or vote against it, regardless of
27whether the governors change their recommendation. If an
28association so agrees to submit a plan to its interest holders,
29the plan is deemed to have been validly adopted by the
30association when it has been approved by the interest holders.

1(b) Cross references.--See sections 321(c) (relating to
2approval by business corporation) and 325(c)(2) (relating to
3approval by limited liability company).

4SUBCHAPTER B

5APPROVAL OF ENTITY TRANSACTIONS

6Sec.

7321. Approval by business corporation.

8322. Approval by nonprofit corporation.

9323. Approval by general partnership.

10324. Approval by limited partnership.

11325. Approval by limited liability company.

12326. Approval by professional association.

13327. Approval by business trust.

14328. Approval by unincorporated nonprofit association.

15329. Special treatment of interest holders.

16330. Alternative means of approval of transactions.

17§ 321. Approval by business corporation.

18(a) Proposal of plan.--Except where the approval of the
19board of directors is unnecessary pursuant to section 330
20(relating to alternative means of approval of transactions), a
21plan shall be proposed in the case of a domestic business
22corporation by the adoption by the board of directors of a
23resolution approving the plan. Except where the approval of the
24shareholders is unnecessary under this chapter, the board of
25directors shall direct that the plan be submitted to a vote of
26the shareholders entitled to vote thereon at a regular or
27special meeting of the shareholders.

28(b) Notice of meeting of shareholders.--Notice in record
29form of the meeting of shareholders that will act on the
30proposed plan must be given to each shareholder of record,

1whether or not entitled to vote thereon, of each domestic
2business corporation that is a party to the transaction under
3the plan. There shall be included in or enclosed with the notice
4a copy of the proposed plan or a summary thereof and any notice
5required by section 329 (relating to special treatment of
6interest holders). If the holders of shares of any class or
7series of shares are entitled to assert dissenters rights, the
8notice must include or be accompanied by the text of the
9provision of this chapter granting dissenters rights and the
10text of Chapter 15 Subch. D (relating to dissenters rights). The
11notice must state that a copy of the organic rules of the
12surviving, acquired, converted, new or resulting association or
13domesticated entity as they will be in effect immediately
14following the transaction will be furnished to any shareholder
15of the corporation giving the notice on request and without
16cost.

17(c) Shareholder vote required.--Except as provided in
18section 1757 (relating to action by shareholders) or subsection
19(d), a plan shall be adopted by a domestic business corporation
20that is a party to the transaction under the plan upon receiving
21the affirmative vote of a majority of the votes cast by all
22shareholders entitled to vote on the plan and, if any class or
23series of shares is entitled to vote thereon as a class, the
24affirmative vote of a majority of the votes cast in each class
25vote. The holders of any class or series of shares of a domestic
26business corporation that is a party to a transaction under a
27plan that would effect any change in the articles of the
28corporation shall be entitled to vote as a class on the plan if
29they would have been entitled to a class vote under the
30provisions of section 1914 (relating to adoption of amendments)

1had the change been accomplished under Subchapter B of Chapter
219 (relating to amendment of articles). Except as provided in
3section 330, a proposed plan shall not be deemed to have been
4adopted by a domestic business corporation unless it has also
5been approved by the board of directors, regardless of the fact
6that the board has directed or suffered the submission of the
7plan to the shareholders for action.

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

9(1) Unless otherwise required by the organic rules, a
10plan of merger shall not require the approval of the
11shareholders of a domestic business corporation that is a
12merging association if:

13(i) whether or not the corporation is the surviving
14association:

15(A) the surviving association is a domestic
16business corporation and its articles are identical
17to the articles of the corporation for which
18shareholder approval is not required, except for
19changes that could be made without shareholder
20approval pursuant to section 1914(c);

21(B) each share of the corporation outstanding
22immediately prior to the effectiveness of the merger
23is to continue as or be converted into, except as may
24be otherwise agreed by the holder thereof, an
25identical share of the surviving association; and

26(C) the plan provides that the shareholders of
27the corporation are to hold in the aggregate shares
28of the surviving association to be outstanding
29immediately after the effectiveness of the merger
30entitled to cast at least a majority of the votes

1entitled to be cast generally for the election of
2directors;

3(ii) immediately prior to the adoption of the plan
4and at all times thereafter prior to the effectiveness of
5the merger, another association owns directly or
6indirectly 80% or more of the outstanding shares of each
7class of the corporation; or

8(iii) no shares of the corporation have been issued
9prior to the adoption of the plan by the board of
10directors pursuant to subsection (a).

11(2) If a merger is effected pursuant to paragraph (1)(i)
12or (iii), the plan shall be deemed adopted by the
13corporation when it has been adopted by the board of
14directors pursuant to subsection (a).

15(3) If a merger of a subsidiary corporation is effected
16pursuant to paragraph (1)(ii), the plan shall be deemed
17adopted by the subsidiary corporation when it has been
18adopted by the governors of the parent association and
19neither approval of the plan by the board of directors of the
20subsidiary corporation nor signing of the statement of merger
21by the subsidiary corporation shall be necessary.

22(4) Unless otherwise required by the organic rules, a
23plan of merger providing for the merger of a domestic
24business corporation (referred to in this paragraph as a
25"constituent corporation") with or into a single indirect
26wholly owned subsidiary (referred to in this paragraph as the
27"subsidiary corporation") of the constituent corporation
28shall not require the approval of the shareholders of either
29the constituent corporation or the subsidiary corporation if
30all of the following provisions are satisfied.

1(i) A merger under this paragraph must satisfy the
2following conditions:

3(A) The constituent corporation and the
4subsidiary corporation are the only parties to the
5merger, other than a surviving association that is a
6corporation created in the merger.

7(B) Each share or fraction of a share of the
8capital stock of the constituent corporation
9outstanding immediately prior to the effectiveness of
10the merger is converted in the merger into a share or
11equal fraction of a share of capital stock of a
12holding company having the same designations, rights,
13powers and preferences and the qualifications,
14limitations and restrictions as the share of capital
15stock of the constituent corporation being converted
16in the merger.

17(C) The holding company and the surviving
18association are each domestic business corporations.

19(D) Immediately following the effectiveness of
20the merger, the articles of incorporation and bylaws
21of the holding company are identical to the articles
22of incorporation and bylaws of the constituent
23corporation immediately before the effectiveness of
24the merger, except for changes that could be made
25without shareholder approval pursuant to section
261914(c).

27(E) Immediately following the effectiveness of
28the merger, the surviving association is a direct or
29indirect wholly owned subsidiary of the holding
30company.

1(F) The directors of the constituent corporation
2become or remain the directors of the holding company
3on the effectiveness of the merger.

4(G) The board of directors of the constituent
5corporation has made a good faith determination that
6the shareholders of the constituent corporation will
7not recognize gain or loss for United States Federal
8income tax purposes.

9(ii) If the holding company is a registered
10corporation, the shares of the holding company issued in
11connection with the merger shall be deemed to have been
12acquired at the time that the shares of the constituent
13corporation converted in the merger were acquired.

14(iii) As used in this paragraph only, the term
15"holding company" means a corporation that, from its
16incorporation until consummation of the merger governed
17by this paragraph, was at all times a direct wholly owned
18subsidiary of the constituent corporation and whose
19capital stock is issued in the merger.

20(e) Approval of division by preferred shares.--If a dividing
21association that is a business corporation has outstanding any
22shares of a preferred or special class or series of shares,
23regardless of a limitation stated in the articles or bylaws on
24the voting rights of the class or series of shares, the holders
25of outstanding shares of the class or series shall be entitled
26to vote as a class on a plan of division which:

27(1) provides that the dividing association will not
28survive the division; or

29(2) amends the articles or bylaws of the surviving
30corporation in a manner that would entitle the holders of the

1preferred or special shares to a class vote on the amendment
2under the articles, the bylaws or section 1914(b).

3(f) Cross references.--See:

4Subchapter A of Chapter 17 (relating to notice and
5meetings generally).

6Section 2512 (relating to dissenters rights procedure).

7Section 2539 (relating to adoption of plan of merger by
8board of directors).

9Section 3304(b) (relating to election of benefit
10corporation status).

11Section 3305(b) (relating to termination of benefit
12corporation status).

13§ 322. Approval by nonprofit corporation.

14(a) Proposal of plan.--A plan shall be proposed in the case
15of a domestic nonprofit corporation as follows:

16(1) by the adoption by the board of directors or other
17body of a resolution approving the plan;

18(2) unless otherwise provided in the articles, by
19petition of members entitled to cast at least 10% of the
20votes that all members are entitled to cast thereon, setting
21forth the proposed plan, which petition shall be directed to
22the board of directors and filed with the secretary of the
23corporation; or

24(3) by such other method as may be provided in the
25bylaws.

26(b) Submission to members.--Except where the domestic
27nonprofit corporation has no members entitled to vote thereon,
28the board of directors or other body shall direct that the plan
29be submitted to a vote of the members entitled to vote thereon
30at a regular or special meeting of the members.

1(c) Notice of meeting of members.--Notice in record form of
2the meeting of members that will act on the proposed plan shall
3be given to each member of record, whether or not entitled to
4vote thereon, of each domestic nonprofit corporation that is a
5party to the transaction under the plan. A copy of the proposed
6plan or a summary thereof shall be included in or enclosed with
7the notice. The notice shall state that a copy of the organic
8rules of the surviving, acquired, converted, new or resulting
9association or domesticated entity as they will be in effect
10immediately following the transaction will be furnished to any
11member of the corporation giving the notice on request and
12without cost.

13(d) Member vote required.--Except as provided in section
145757 (relating to action by members), a plan shall be adopted
15upon receiving the affirmative vote of at least a majority of
16the votes that all members present are entitled to cast thereon
17of each domestic nonprofit corporation that is a party to the
18transaction under the plan. If any class of members is entitled 
19to vote on the plan as a class, the plan must be adopted by the 
20affirmative vote of at least a majority of the votes that all 
21members present of such class are entitled to cast thereon.

22(e) Adoption in absence of voting members.--If a domestic
23nonprofit corporation has no members entitled to vote thereon, a
24plan shall be deemed adopted by the corporation when it has been
25adopted by the board of directors or other body pursuant to
26subsection (a).

27(f) Cross references.--See Subchapter A of Chapter 57
28(relating to notice and meetings generally) and section 3304(b)
29(relating to election of benefit corporation status).

30§ 323. Approval by general partnership.

1(a) General rule.--A plan shall be approved in the case of a
2domestic general partnership as follows:

3(1) in the manner provided in its organic rules for the
4type of plan involved;

5(2) if its organic rules do not provide for approval of
6the type of plan involved, in the manner provided in its
7organic rules for approval of a plan of merger; or

8(3) if its organic rules do not provide for approval of
9the type of plan involved or a plan of merger, the plan shall
10be approved by all of the partners.

11(b) Cross reference.--See section 3304(b) (relating to
12election of benefit corporation status).

13§ 324. Approval by limited partnership.

14(a) Proposal of plan.--A plan shall be proposed in the case
15of a domestic limited partnership by the adoption by a unanimous
16vote of the general partners of a resolution approving the plan.
17Except where the approval of the limited partners is unnecessary
18under this chapter or the organic rules, the general partners
19shall submit the plan to a vote of the limited partners entitled
20to vote thereon at a regular or special meeting of the limited
21partners.

22(b) Notice of meeting of limited partners.--Notwithstanding
23any other provision of the organic rules, notice in record form
24of the meeting of limited partners called for the purpose of
25considering the proposed plan shall be given to each limited
26partner, whether or not entitled to vote thereon, of each
27domestic limited partnership that is a party to the transaction
28under the plan. A copy of the proposed plan or a summary thereof
29shall be included in or enclosed with the notice. The notice
30shall state that a copy of the organic rules of the surviving,

1acquired, converted, new or resulting association or
2domesticated entity as they will be in effect immediately
3following the transaction will be furnished to any limited
4partner of the limited partnership giving the notice on request
5and without cost.

6(c) Required vote by limited partners.--The plan shall be
7adopted upon receiving a majority of the votes cast by all
8limited partners, if any, entitled to vote thereon of each
9domestic limited partnership that is a party to the proposed
10transaction under the plan and, if any class of limited partners
11is entitled to vote thereon as a class, a majority of the votes
12cast in each class vote. A proposed plan may not be deemed to
13have been adopted by the limited partnership unless it has also
14been approved by the general partners, regardless of the fact
15that the general partners have directed or suffered the
16submission of the plan to the limited partners for action.

17(d) Merger by action of general partners only.--Except as 
18provided in the organic rules, a plan of merger shall not 
19require the approval of the limited partners of a domestic 
20limited partnership that is a merging association and shall be 
21deemed adopted by the limited partnership when it has been 
22adopted by the general partners pursuant to subsection (a) if:

23(1) whether or not the limited partnership is the
24surviving association, the surviving association is a
25domestic limited partnership and its organic rules are
26identical to the organic rules of the merging limited
27partnership, except for changes that could be made without
28action by the limited partners; and

29(2) each partnership interest outstanding immediately
30before the effectiveness of the merger is to continue as or

1to be converted into, except as may be otherwise agreed by
2the holder thereof, an identical partnership interest in the
3surviving limited partnership after the effectiveness of the
4merger.

5(e) Cross reference.--See section 3304(b) (relating to
6election of benefit corporation status).

7§ 325. Approval by limited liability company.

8(a) Proposal of plan in manager-managed company.--Except as
9provided in the organic rules or where the approval of the
10managers is unnecessary under section 330 (relating to
11alternative means of approval of transactions), a plan shall be
12proposed, in the case of a manager-managed, domestic limited
13liability company, by the adoption by the managers of a
14resolution approving the plan. Except where the approval of the
15members of a manager-managed, domestic limited liability company
16is unnecessary under this chapter or the organic rules, the plan
17shall be submitted to a vote of the members entitled to vote
18thereon at a regular or special meeting of the members.

19(b) Notice of meeting of members.--Except as provided in the
20organic rules:

21(1) Notice in record form of the meeting of members of a
22domestic limited liability company that will act on the
23proposed plan shall be given to each member of record,
24whether or not entitled to vote thereon, of each domestic
25limited liability company that is a party to the transaction
26under the plan.

27(2) There shall be included in or enclosed with the
28notice a copy of the proposed plan or a summary thereof.

29(3) The notice shall state that a copy of the organic
30rules of the surviving, acquired, converted, new or resulting

1association or domesticated entity as they will be in effect
2immediately following the transaction will be furnished to
3any member of the company giving the notice on request and
4without cost.

5(c) Adoption of plan by members.--A plan:

6(1) Except as provided in the organic rules, shall be
7adopted upon receiving a majority of the votes cast by all
8members, if any, entitled to vote thereon of each of the
9domestic limited liability companies that is a party to the
10transaction under the plan and, if any class of members is
11entitled to vote thereon as a class, a majority of the votes
12cast in each class vote.

13(2) Except as provided in the organic rules or section
14330, shall not be deemed to have been adopted by a manager-
15managed company unless it has also been approved by the
16managers, regardless of the fact that the managers have
17directed or suffered the submission of the plan to the
18members for action.

19(d) Merger by action of managers only.--Unless otherwise
20required by a provision of the organic rules in record form, a
21plan of merger shall not require the approval of the members of
22a manager-managed, domestic limited liability company and shall
23be deemed adopted by the company when a resolution approving the
24plan has been adopted by the managers pursuant to subsection (a)
25if:

26(1) Whether the company is the surviving association:

27(i) the surviving association is a domestic limited
28liability company and its organic rules are identical to
29the organic rules of the limited liability company that
30is party to the merger, except for changes that could be

1made without action by the members; and

2(ii) each membership interest outstanding
3immediately prior to the effectiveness of the merger is
4to continue as or to be converted into, except as may be
5otherwise agreed by the holder thereof, an identical
6membership interest in the surviving association after
7the effectiveness of the merger.

8(2) The plan of merger provides for the merger of the
9company, referred to in this paragraph as the "constituent
10company," with or into a single indirect wholly owned
11subsidiary, referred to in this paragraph as the "subsidiary
12company," of the constituent company if all of the following
13provisions are satisfied:

14(i) The constituent company and the subsidiary
15company are the only parties to the merger, other than a
16surviving association that is created in the merger.

17(ii) Each interest of the constituent company
18outstanding immediately prior to the effectiveness of the
19merger is converted in the merger into an interest of a
20holding company having the same designations, rights,
21powers and preferences and the qualifications,
22limitations and restrictions as the interest of the
23constituent company being converted in the merger.

24(iii) The holding company and the surviving
25association are each domestic limited liability
26companies.

27(iv) Immediately following the effectiveness of the
28merger, the certificate of organization and operating
29agreement of the holding company are identical to the
30certificate of organization and operating agreement of

1the constituent company immediately before the
2effectiveness of the merger, except for changes that
3could be made without member approval pursuant to Chapter
489 (relating to limited liability companies).

5(v) Immediately following the effectiveness of the
6merger, the surviving association is a direct or indirect
7wholly owned subsidiary of the holding company.

8(vi) The managers of the constituent company become
9or remain the managers of the holding company on the
10effectiveness of the merger.

11(vii) The managers of the constituent company have
12made a good faith determination that the members of the
13constituent company will not recognize gain or loss for
14United States Federal income tax purposes.

15(viii) As used in this paragraph only, the term
16"holding company" means a limited liability company that,
17from its formation until consummation of the merger
18governed by this paragraph, was at all times a direct
19wholly owned subsidiary of the constituent company and
20interests in which are issued in the merger.

21(e) Cross reference.--See section 3304(b) (relating to
22election of benefit corporation status).

23§ 326. Approval by professional association.

24(a) General rule.--A plan shall be approved in the case of a
25domestic professional association by vote of a majority, or such
26higher percentage as may be provided in the organic rules, of
27the associates, voting according to their proportionate shares
28of ownership.

29(b) Cross reference.--See section 3304(b) (relating to
30election of benefit corporation status).

1§ 327. Approval by business trust.

2(a) General rule.--Except as provided in subsection (b), a
3plan shall be approved in the case of a domestic business trust
4as follows:

5(1) in the manner provided in its organic rules for the
6type of plan involved;

7(2) if its organic rules do not provide for approval of
8the type of plan involved, in the manner provided in its
9organic rules for approval of a plan of merger; or

10(3) if its organic rules do not provide for approval of
11the type of plan involved or a plan of merger, the plan
12shall be approved by all of the beneficial owners.

13(b) Adoption of plan of merger without beneficiary vote.--
14Unless otherwise required by the organic rules, a plan of merger
15providing for the merger of a domestic business trust, referred
16to in this paragraph as the "constituent trust," with or into a
17single indirect wholly owned subsidiary, referred to in this
18paragraph as the "subsidiary trust," of the constituent trust
19shall not require the approval of the beneficiaries of the
20constituent trust if all of the following provisions are
21satisfied:

22(1) The constituent trust and the subsidiary trust are
23the only parties to the merger, other than a surviving
24association created in the merger.

25(2) Each interest in the constituent trust outstanding
26immediately prior to the effectiveness of the merger is
27converted in the merger into an interest in the holding trust
28having the same designations, rights, powers and preferences
29and the qualifications, limitations and restrictions as the
30interests in the constituent trust being converted in the

1merger.

2(3) The holding trust and the surviving association are
3each domestic business trusts.

4(4) Immediately following the effectiveness of the
5merger, the instrument and organic rules of the holding trust
6are identical to the instrument and organic rules of the
7constituent trust immediately before the effectiveness of the
8merger, except for changes that could be made without
9beneficiary approval under Chapter 95 (relating to business
10trusts).

11(5) Immediately following the effectiveness of the
12merger, the surviving association is a direct or indirect
13wholly owned subsidiary of the holding trust.

14(6) The trustees of the constituent trust become or
15remain the trustees of the holding trust on the effectiveness
16of the merger.

17(7) The trustees of the constituent trust have made a
18good faith determination that the beneficiaries of the
19constituent trust will not recognize gain or loss for United
20States Federal income tax purposes.

21(8) As used in this subsection only, the term "holding
22trust" means a business trust that, from its formation until
23consummation of the merger governed by this subsection, was
24at all times a direct wholly owned subsidiary of the
25constituent trust and the interests in which are issued in
26the merger.

27(c) Cross reference.--See section 3304(b) (relating to
28election of benefit corporation status).

29§ 328. Approval by unincorporated nonprofit association.

30(a) General rule.--Except as provided in the governing

1principles, a plan shall be approved in the case of a domestic
2unincorporated nonprofit association by the affirmative vote of
3at least a majority of the votes cast at a meeting of the
4members.

5(b) Cross reference.--See section 3304(b) (relating to
6election of benefit corporation status).

7§ 329. Special treatment of interest holders.

8(a) General rule.--Except as otherwise restricted in the
9organic rules, a plan may contain a provision classifying the
10interest holders of a class or series of interests into one or
11more separate groups by reference to any facts or circumstances
12that are not manifestly unreasonable and providing mandatory
13treatment for interests of the class or series held by
14particular interest holders or groups of interest holders that
15differs materially from the treatment accorded other interest
16holders or groups of interest holders that hold interests of the
17same class or series, including a provision modifying or
18rescinding rights previously created under this section if
19either of the following applies:

20(1) The plan:

21(i) is approved by a majority of the votes cast by
22the holders of any class or series of interests any of
23the interests of which are so classified into groups,
24whether or not such class or series would otherwise be
25entitled to vote on the plan; and

26(ii) specifically enumerates the type and extent of
27the special treatment authorized.

28(2) Under all the facts and circumstances, a court of
29competent jurisdiction finds such special treatment is
30undertaken in good faith, after reasonable deliberation and

1is in the best interest of the association.

2(b) Statutory voting rights on special treatment.--Except as
3provided in subsection (d), if a plan contains a provision for
4special treatment, each group of holders of any outstanding
5interests of a class or series who are to receive the same
6special treatment under the plan shall be entitled to vote as a
7special class in respect to the plan regardless of any
8limitations stated in the organic rules on the voting rights of
9any class or series.

10(c) Determination of groups.--For purposes of applying
11subsections (a)(1) and (b), the determination of which interest
12holders are part of each group receiving special treatment shall
13be made as of the record date for interest holder action on the
14plan.

15(d) Dissenters rights on special treatment.--If a plan
16contains a provision for special treatment without requiring for
17the adoption of the plan the statutory class vote required under
18subsection (b), the holder of any outstanding interests the
19statutory class voting rights of which are so denied shall be
20entitled to assert dissenters rights with respect to those
21interests. A shareholder of a business corporation who wishes to
22assert dissenters rights shall comply with Subchapter D of
23Chapter 15 (relating to dissenters rights). An interest holder
24in any other type of domestic entity shall comply with
25Subchapter D of Chapter 15 to the extent practicable.

26(e) Notice to interest holders.--Any notice to interest
27holders of a meeting called to act on a plan that provides for
28special treatment shall state that the plan provides for special
29treatment. The notice shall identify the interest holders
30receiving special treatment unless the notice is accompanied by

1either a summary of the plan that includes that information or
2the full text of the plan.

3(f) Exceptions.--This section shall not apply to any of the
4following:

5(1) A provision of a plan that offers to all holders of
6interests of a class or series the same option to elect
7certain treatment.

8(2) A plan involving any type of domestic entity that
9contains an express provision that this section does not
10apply or that fails to contain an express provision that this
11section shall apply.

12(3) A provision of a plan that treats all of the holders
13of a particular class or series of interests of any type of
14domestic entity differently from the holders of another class
15or series. A provision of a plan that treats the holders of a
16class or series of shares of a domestic business corporation
17differently from the holders of another class or series of
18shares shall not constitute a violation of section 1521(d)
19(relating to authorized shares).

20§ 330. Alternative means of approval of transactions.

21(a) General rule.--Except as provided in subsection (b) or
22the organic rules of a domestic entity, approval of a
23transaction under this chapter by the unanimous vote or consent
24of its interest holders satisfies the requirements of this
25chapter for approval of the transaction.

26(b) Exception.--Subsection (a) shall not apply to a
27nonprofit corporation.

28SUBCHAPTER C

29MERGER

30Sec.

1331. Merger authorized.

2332. Plan of merger.

3333. Approval of merger.

4334. Amendment or abandonment of plan of merger.

5335. Statement of merger; effectiveness.

6336. Effect of merger.

7§ 331. Merger authorized.

8(a) General rule.--Except as provided in section 318
9(relating to excluded entities and transactions) or this
10section, by complying with this chapter:

11(1) One or more domestic entities may merge with one or
12more domestic entities or foreign associations into a
13surviving association.

14(2) Two or more foreign associations may merge into a
15surviving association that is a domestic entity.

16(3) A domestic banking institution may be a merging
17association or surviving association in a merger with one or
18more domestic or foreign associations if the surviving
19association or at least one of the merging associations is a
20domestic entity.

21(b) Foreign law authorization required.--By complying with
22the applicable provisions of this subchapter, a foreign
23association may be a party to a merger under this subchapter or
24may be the surviving association in such a merger if the merger
25is authorized by the law of the jurisdiction of formation of the
26foreign association.

27(c) Banking institutions.--Subsection (a)(3) controls over
28any inconsistent provision of the organic law of a domestic
29banking institution that is a merging association.

30(d) Exception.--A health maintenance organization may be a

1merging association only if the surviving association is a
2health maintenance organization.

3(e) Cross reference.--See section 314 (relating to
4regulatory conditions and required notices and approvals).

5§ 332. Plan of merger.

6(a) General rule.--A domestic entity may become a party to a
7merger by approving a plan of merger. The plan shall be in
8record form and contain all of the following:

9(1) As to each merging association, its name,
10jurisdiction of formation and type.

11(2) If the surviving association is to be created in the
12merger, a statement to that effect and the association's
13name, jurisdiction of formation and type.

14(3) The manner, if any, of:

15(i) converting some or all of the interests in a
16merging association into interests, securities,
17obligations, money, other property, rights to acquire
18interests or securities, or any combination of the
19foregoing; or

20(ii) canceling some or all of the interests in a
21merging association.

22(4) If the surviving association exists before the
23merger, any proposed amendments to:

24(i) its public organic record, if any; or

25(ii) its private organic rules that are or are
26proposed to be in record form.

27(5) If the surviving association is to be created in the
28merger:

29(i) its proposed public organic record, if any; and

30(ii) the full text of its private organic rules that

1are proposed to be in record form.

2(6) Provisions, if any, providing special treatment of
3interests in a merging association held by any interest
4holder or group of interest holders as authorized by, and
5subject to, section 329 (relating to special treatment of
6interest holders).

7(7) The other terms and conditions of the merger.

8(8) Any other provision required by:

9(i) the law of this Commonwealth;

10(ii) the law of the jurisdiction of formation of a
11foreign merging or surviving association; or

12(iii) the organic rules of a merging association.

13(b) Optional contents.--In addition to the requirements of
14subsection (a), a plan of merger may contain any other provision
15not prohibited by law.

16(c) Cross reference.--See section 316 (relating to contents
17of plan).

18§ 333. Approval of merger.

19(a) Approval by domestic entities.--A plan of merger shall
20not be effective unless it has been approved in both of the
21following ways:

22(1) The plan is approved by a domestic entity that is a
23merging association in accordance with the applicable
24provisions of Subchapter B (relating to approval of entity
25transactions).

26(2) The plan is approved in record form by each interest
27holder, if any, of a domestic entity that is a merging
28association that will have interest holder liability for
29debts, obligations and other liabilities that arise after the
30merger becomes effective, unless, as to an interest holder

1that does not approve the plan, both of the following apply:

2(i) The organic rules of the domestic entity provide
3in record form for the approval of a merger in which some
4or all of its interest holders become subject to interest
5holder liability by the vote or consent of fewer than all
6the interest holders.

7(ii) The interest holder consented in record form to
8or voted for that provision of the organic rules or
9became an interest holder after the adoption of that
10provision.

11(b) Approval by foreign associations.--A merger under this
12subchapter in which a foreign association is a merging
13association is not effective unless the merger is approved by
14the foreign association in accordance with the law of its
15jurisdiction of formation.

16(c) Approval by domestic banking institutions.--A merger
17under this subchapter in which a domestic banking institution
18that is not a domestic entity is a merging association is not
19effective unless the merger is approved by the domestic banking
20institution in accordance with the requirements in its organic
21law and organic rules for approval of a merger.

22(d) Dissenters rights.--

23(1) Except as provided in paragraph (2), if a
24shareholder of a domestic business corporation that is to be
25a merging association objects to the plan of merger and
26complies with Subchapter D of Chapter 15 (relating to
27dissenters rights), the shareholder shall be entitled to
28dissenters rights to the extent provided in that subchapter.

29(2) Except as provided under section 317 (relating to
30contractual dissenters rights in entity transactions),

1dissenters rights shall not be available to shareholders of a
2domestic business corporation that is a merging association
3in a merger described in section 321(d)(1)(i) or (4)
4(relating to approval by business corporation).

5(3) If a shareholder of a domestic banking institution
6that is to be a merging association objects to the plan of
7merger and complies with section 1222 of the act of November
830, 1965 (P.L.847, No.356), known as the Banking Code of
91965, the shareholder shall be entitled to the rights
10provided in that section.

11(4) See section 329 (relating to special treatment of
12interest holders).

13§ 334. Amendment or abandonment of plan of merger.

14(a) General rule.--A plan of merger may be amended or
15abandoned only with the consent of each party to the plan,
16except as otherwise provided in the plan.

17(b) Approval of amendment.--A domestic entity that is a
18merging association may approve an amendment of a plan of merger
19in one of the following ways:

20(1) In the same manner as the plan was approved, if the
21plan does not provide for the manner in which it may be
22amended.

23(2) By its governors or interest holders in the manner
24provided in the plan, but an interest holder that was
25entitled to vote on or consent to approval of the plan is
26entitled to vote on or consent to any amendment of the plan
27that will change any of the following:

28(i) The amount or kind of interests, securities,
29obligations, money, other property, rights to acquire
30interests or securities, or any combination of the

1foregoing, to be received by the interest holders of any
2party to the plan.

3(ii) The public organic record, if any, or private
4organic rules of the surviving association that will be
5in effect immediately after the merger becomes effective,
6except for changes that do not require approval of the
7interest holders of the surviving association under its
8organic law or organic rules.

9(iii) Any other terms or conditions of the plan, if
10the change would:

11(A) increase the interest holder liability to
12which the interest holder will be subject; or

13(B) otherwise adversely affect the interest
14holder in any material respect.

15(c) Approval of abandonment.--After a plan of merger has
16been approved by a domestic entity that is a merging association
17and before a statement of merger becomes effective, the plan may
18be abandoned as provided in the plan. Unless prohibited by the
19plan, a domestic entity that is a merging association may
20abandon the plan in the same manner as the plan was approved.

21(d) Statement of abandonment.--If a plan of merger is
22abandoned after a statement of merger has been delivered to the
23department for filing and before the statement becomes
24effective, a statement of abandonment <-under section 141
25(relating to abandonment of filing before effectiveness), signed
26by a party to the plan, must be delivered to the department for
27filing before the statement of merger becomes effective. <-The
28statement of abandonment shall take effect on filing, and the
29merger shall be abandoned and shall not become effective. The
30statement of abandonment shall contain all of the following:

1(1) The name of each party to the plan of merger.

2(2) The date on which the statement of merger was filed
3by the department.

4(3) A statement that the merger has been abandoned in
5accordance with this section.

6(e) Cross references.--See sections 134 (relating to
7docketing statement) and 135 (relating to requirements to be met
8by filed documents).

9§ 335. Statement of merger; effectiveness.

10(a) General rule.--A statement of merger shall be signed by
11each merging association and delivered to the department for
12filing along with the certificates, if any, required by section
13139 (relating to tax clearance of certain fundamental
14transactions).

15(b) Contents.--A statement of merger shall contain all of
16the following:

17(1) With respect to each merging association that is not
18the surviving association:

19(i) its name;

20(ii) its jurisdiction of formation;

21(iii) its type;

22(iv) if it is a domestic filing association,
23domestic limited liability partnership or registered
24foreign association, the address of its registered
25office, including street and number, if any, in this
26Commonwealth, subject to section 109 (relating to name of
27commercial registered office provider in lieu of
28registered address);

29(v) if it is a domestic association that is not a
30domestic filing association or limited liability

1partnership, the address, including street and number, if
2any, of its principal office; and

3(vi) if it is a nonregistered foreign association,
4the address, including street and number, if any, of:

5(A) its registered or similar office, if any,
6required to be maintained by the law of its
7jurisdiction of formation; or

8(B) if it is not required to maintain a
9registered or similar office, its principal office.

10(2) With respect to the surviving association:

11(i) its name;

12(ii) its jurisdiction of formation;

13(iii) its type;

14(iv) if it is a domestic filing association,
15domestic limited liability partnership or registered
16foreign association, the address of its registered
17office, including street and number, if any, in this
18Commonwealth, subject to section 109;

19(v) if it is a domestic association that is not a
20domestic filing association or limited liability
21partnership, the address, including street and number, if
22any, of its principal office; and

23(vi) if it is a nonregistered foreign association,
24the address, including street and number, if any, of:

25(A) its registered or similar office, if any,
26required to be maintained by the law of its
27jurisdiction of formation; or

28(B) if it is not required to maintain a
29registered or similar office, its principal office.

30(3) If the statement of merger is not to be effective on

1filing, the later date or date and time on which it will
2become effective.

3(4) A statement that the merger was approved in the
4following ways as applicable:

5(i) By a domestic entity that is a merging
6association, in accordance with this chapter.

7(ii) By a foreign merging association, in accordance
8with the law of its jurisdiction of formation.

9(iii) By a domestic merging association that is not
10a domestic entity, in the same manner required by its
11organic law for approving a merger that requires the
12approval of its interest holders.

13(5) If the surviving association exists before the
14merger and is a domestic filing entity, any amendment to its
15public organic record approved as part of the plan of merger.

16(6) If the surviving association is created by the
17merger and is a domestic filing entity, its public organic
18record, as an attachment. The public organic record does not
19need to state the name or address of an incorporator of a
20corporation, organizer of a limited liability company or
21similar person with respect to any other type of entity.

22(7) If the surviving association is created by the
23merger and is a nonregistered foreign association, one of the
24following:

25(i) The street and mailing addresses of its
26registered agent and registered office in its
27jurisdiction of formation if it is a filing entity.

28(ii) The street and mailing address of its principal
29office if it is not a filing entity.

30(8) If the surviving association is created by the

1merger and is a domestic limited liability partnership or a
2domestic limited liability limited partnership that is not
3using the alternative procedure in section 8201(f) (relating
4to scope), its statement of registration, as an attachment.

5(9) If the surviving association is created by the
6merger and is a domestic electing partnership, its statement
7of election.

8(c) Other provisions.--In addition to the requirements of
9subsection (b), a statement of merger may contain any other
10provision not prohibited by law.

11(d) Domestic surviving association.--If the surviving
12association is a domestic entity, its public organic record, if
13any, shall satisfy the requirements of the law of this
14Commonwealth, except that the public organic record does not
15need to be signed and may omit any provision that is not
16required to be included in a restatement of the public organic
17record.

18(e) Filing of plan.--A plan of merger that is signed by all
19of the merging associations and meets all of the requirements of
20subsection (b) may be delivered to the department for filing
21instead of a statement of merger and on filing has the same
22effect. If a plan of merger is filed as provided in this
23subsection, references in this chapter to a statement of merger
24refer to the plan of merger filed under this subsection.

25(f) Effectiveness of statement of merger.--A statement of
26merger is effective as provided in section 136(c) (relating to
27processing of documents by Department of State).

28(g) Effectiveness of merger.--If the surviving association
29is a domestic association, the merger is effective when the
30statement of merger is effective. If the surviving association

1is a foreign association, the merger is effective on the later
2of:

3(1) the date and time provided by the organic law of the
4surviving association; or

5(2) when the statement of merger is effective.

6(h) Cross references.--See sections 134 (relating to
7docketing statement), 135 (relating to requirements to be met by
8filed documents) and 316 (relating to contents of plan).

9§ 336. Effect of merger.

10(a) General rule.--When a merger under this subchapter
11becomes effective, all of the following apply:

12(1) The surviving association continues or comes into
13existence.

14(2) Each merging association that is not the surviving
15association ceases to exist.

16(3) All property of each merging association vests in
17the surviving association without reversion or impairment,
18and the merger shall not constitute a transfer of any of that
19property.

20(4) All debts, obligations and other liabilities of each
21merging association are debts, obligations and other
22liabilities of the surviving association.

23(5) Except as otherwise provided by law <-or the plan of
24merger, all the rights, privileges, immunities<-, <-and powers
<-25and purposes of each merging association vest in the
26surviving association.

27(6) If the surviving association exists before the
28merger, all of the following apply:

29(i) All of its property continues to be vested in it
30without transfer, reversion or impairment.

1(ii) It remains subject to all its debts,
2obligations and other liabilities.

3(iii) All its rights, privileges, immunities<-, <-and
4powers <-and purposes continue to be vested <-without change
5in it.

6(iv) Its public organic record, if any, is amended
7to the extent provided in the statement of merger.

8(v) Its private organic rules that are to be in
9record form, if any, are amended to the extent provided
10in the plan of merger.

<-11(7) The name of the surviving association may be
12substituted for the name of any merging association that is a
13party to any pending action or proceeding.

<-14(7) Liens on the property of the merging association
15shall not be impaired by the merger.

16(8) A claim existing or an action or a proceeding
17pending by or against any of the merging associations may be
18prosecuted to judgment as if the merger had not taken place,
19or the surviving association may be proceeded against or
20substituted in place of the appropriate merging association.

21(8) <-(9) If the surviving association is created by the
22merger, its private organic rules are effective and the
23following apply:

24(i) If it is a filing entity, its public organic
25record is effective.

26(ii) If it is a limited liability partnership or a
27limited liability limited partnership that is not using
28the alternative procedure under section 8201(f) (relating
29to scope), its statement of registration is effective.

30(iii) If it is an electing partnership, its

1statement of election is effective.

<-2(9) <-(10) The interests in each merging association that
3are to be converted or canceled as provided in the plan of
4merger are converted or canceled, and the interest holders of
5those interests are entitled only to the rights provided to
6them under the plan and to any dissenters rights they have
7pursuant to section 317 (relating to contractual dissenters
8rights in entity transactions) or 333(d) (relating to
9approval of merger).

10(b) No dissolution rights.--Except as provided in the
11organic law or organic rules of a merging association, a merger
12under this subchapter does not give rise to any rights that an
13interest holder, governor or third party would have on a
14dissolution, liquidation or winding up of the merging
15association.

16(c) New interest holder liability.--When a merger under this
17subchapter becomes effective, a person that becomes subject to
18interest holder liability with respect to an association as a
19result of the merger has interest holder liability only to the
20extent provided by the organic law of that association and only
21for those debts, obligations and other liabilities that arise
22after the merger becomes effective.

23(d) Prior interest holder liability.--When a merger under
24this subchapter becomes effective, the interest holder liability
25of a person that ceases to hold an interest in a domestic entity
26that is a merging association with respect to which the person
27had interest holder liability shall be as follows:

28(1) The merger does not discharge any interest holder
29liability under the organic law of the domestic entity to the
30extent the interest holder liability arose before the merger

1became effective.

2(2) The person does not have interest holder liability
3under the organic law of the domestic entity for any debt,
4obligation or other liability that arises after the merger
5becomes effective.

6(3) The organic law of the domestic entity continues to
7apply to the release, collection or discharge of any interest
8holder liability preserved under paragraph (1) as if the
9merger had not occurred.

10(4) The person has whatever rights of contribution from
11any other person as are provided by law other than this
12chapter or the organic rules of the domestic entity with
13respect to any interest holder liability preserved under
14paragraph (1) as if the merger had not occurred.

15(e) Foreign surviving association.--When a merger under this
16subchapter becomes effective, a foreign association that is the
17surviving association may be served with process in this
18Commonwealth for the collection and enforcement of any debts,
19obligations or other liabilities of a domestic entity that is a
20merging association in accordance with applicable law.

21(f) Registration of foreign association.--When a merger
22under this subchapter becomes effective, the registration to do
23business in this Commonwealth of a registered foreign
24association that is a merging association and is not the
25surviving association is canceled.

26(g) Taxes.--Any taxes, interest, penalties and public
27accounts of the Commonwealth claimed against any of the merging
28associations that are settled, assessed or determined prior to
29or after the merger shall be the liability of the surviving
30association <-and, together with interest thereon, shall be a lien
 

1against the franchises and property of the surviving 
2association.

3SUBCHAPTER D

4INTEREST EXCHANGE

5Sec.

6341. Interest exchange authorized.

7342. Plan of interest exchange.

8343. Approval of interest exchange.

9344. Amendment or abandonment of plan of interest exchange.

10345. Statement of interest exchange; effectiveness.

11346. Effect of interest exchange.

12§ 341. Interest exchange authorized.

13(a) General rule.--Except as provided in section 318
14(relating to excluded entities and transactions) or this
15section, by complying with this subchapter:

16(1) A domestic or foreign association may acquire all of
17one or more classes or series of interests of a domestic
18entity in exchange for interests, securities, obligations,
19money, other property, rights to acquire interests or
20securities or any combination of the foregoing.

21(2) A domestic entity may acquire all of one or more
22classes or series of interests of a foreign association in
23exchange for interests, securities, obligations, money, other
24property, rights to acquire interests or securities or any
25combination of the foregoing.

26(b) Foreign associations.--By complying with the applicable
27provisions of this subchapter:

28(1) A foreign association may be the acquiring
29association in an interest exchange under this subchapter
30regardless of whether the law of its jurisdiction of

1formation authorizes an interest exchange.

2(2) A foreign association may be the acquired
3association in an interest exchange under this subchapter
4only if the interest exchange is authorized by the law of its
5jurisdiction of formation.

6(c) Protected agreements.--If a protected agreement of a
7domestic entity other than a business corporation contains a
8provision that applies to a merger of the entity but does not
9refer to an interest exchange, the provision shall apply to an
10interest exchange in which the domestic entity is the acquired
11association as if the interest exchange were a merger until the
12provision is amended after July 1, 2015.

13(d) Excluded entities.--The following domestic entities
14shall not be the acquired association in an interest exchange:

15(1) a health maintenance organization;

16(2) a hospital plan corporation; or

17(3) a professional health service organization.

18(e) Transitional provision.--A reference to a share exchange
19in a provision of the organic rules of a domestic business
20corporation which took effect before July 1, 2015, shall be
21deemed to include an interest exchange.

22(f) Cross reference.--See section 314 (relating to
23regulatory conditions and required notices and approvals).

24§ 342. Plan of interest exchange.

25(a) General rule.--A domestic entity may be the acquired
26association in an interest exchange under this chapter by
27approving a plan of interest exchange. The plan shall be in
28record form and contain all of the following:

29(1) The name and type of the acquired association.

30(2) The name, jurisdiction of formation and type of the

1acquiring association.

2(3) The manner of:

3(i) exchanging the interests in the acquired
4association to be acquired in the interest exchange into
5interests, securities, obligations, money, other
6property, rights to acquire interests or securities, or
7any combination of the foregoing; and

8(ii) canceling, if desired, some or all other
9interests in the acquired association.

10(4) Any proposed amendments to:

11(i) the public organic record, if any, of the
12acquired association; and

13(ii) the private organic rules of the acquired
14association that are or are proposed to be in record
15form.

16(5) Provisions, if any, providing special treatment of
17interests in the acquired association held by any interest
18holder or group of interest holders as authorized by, and
19subject to, section 329 (relating to special treatment of
20interest holders).

21(6) The other terms and conditions of the interest
22exchange.

23(7) Any other provision required by:

24(i) the law of this Commonwealth; or

25(ii) the organic rules of the acquired association.

26(b) Optional contents.--In addition to the requirements of
27subsection (a), a plan of interest exchange may contain any
28other provision not prohibited by law.

29(c) Cross reference.--See section 316(c) (relating to
30contents of plan).

1§ 343. Approval of interest exchange.

2(a) Approval by domestic entities.--A plan of interest
3exchange in which the acquired association is a domestic entity
4shall not be effective unless it has been approved in the
5following ways:

6(1) By the acquired domestic entity in accordance with
7the applicable provisions of Subchapter B (relating to
8approval of entity transactions).

9(2) In record form, by each interest holder of the
10acquired domestic entity that will have interest holder
11liability for debts, obligations and other liabilities that
12arise after the interest exchange becomes effective, unless,
13as to an interest holder that does not approve the plan, both
14of the following apply:

15(i) The organic rules of the entity provide in
16record form for the approval of an interest exchange or a
17merger in which some or all of its interest holders
18become subject to interest holder liability by the vote
19or consent of fewer than all the interest holders.

20(ii) The interest holder voted for or consented in
21record form to that provision of the organic rules or
22became an interest holder after the adoption of that
23provision.

24(3) Except as provided in the organic rules of the
25domestic entity, by the following class votes:

26(i) the holders of any class or series of interests
27of the acquired association to be exchanged or canceled
28shall be entitled to vote as a class on the plan; and

29(ii) the holders of any class or series of interests
30of the acquired association shall be entitled to vote as

1a class on the plan if the plan effects any change in the
2organic rules and those holders would have been entitled
3to vote as a class if the change had been made in any
4other manner.

5(b) Approval by foreign associations.--An interest exchange
6in which the acquired association is a foreign association is
7not effective unless it is approved by the foreign association
8in accordance with the law of its jurisdiction of formation.

9(c) Acquiring association.--Except as provided in its
10organic law or organic rules, the interest holders of the
11acquiring association are not required to approve the interest
12exchange.

13(d) Dissenters rights.--If a shareholder of a domestic
14business corporation that is to be the acquired association in
15an interest exchange objects to the plan of exchange and
16complies with Subchapter D of Chapter 15 (relating to dissenters
17rights), the shareholder shall be entitled to dissenters rights
18to the extent provided in that subchapter.

19(e) Cross references.--See sections 317 (relating to
20contractual dissenters rights in entity transactions) and 329(c)
21(relating to special treatment of interest holders).

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

23(a) General rule.--A plan of interest exchange may be
24amended or abandoned only with the consent of each party to the
25plan, except as otherwise provided in the plan.

26(b) Approval of amendment.--A domestic entity that is the
27acquired association may approve an amendment of a plan of
28interest exchange in one of the following ways:

29(1) In the same manner as the plan was approved, if the
30plan does not provide for the manner in which it may be

1amended.

2(2) By its governors or interest holders in the manner
3provided in the plan, but an interest holder that was
4entitled to vote on or consent to approval of the plan is
5entitled to vote on or consent to any amendment of the plan
6that will change any of the following:

7(i) The amount or kind of interests, securities,
8obligations, money, other property, rights to acquire
9interests or securities, or any combination of the
10foregoing, to be received by any of the interest holders
11of the entity under the plan.

12(ii) The public organic record, if any, or private
13organic rules of the entity that will be in effect
14immediately after the interest exchange becomes
15effective, except for changes that do not require
16approval of the interest holders of the entity under its
17organic law or organic rules.

18(iii) Any other terms or conditions of the plan, if
19the change would:

20(A) increase the interest holder liability to
21which the interest holder will be subject; or

22(B) otherwise adversely affect the interest
23holder in any material respect.

24(c) Approval of abandonment.--After a plan of interest
25exchange has been approved by a domestic entity that is the
26acquired entity and before a statement of interest exchange
27becomes effective, the plan may be abandoned as provided in the
28plan. Unless prohibited by the plan, a domestic entity that is
29the acquired association may abandon the plan in the same manner
30as the plan was approved.

1(d) Statement of abandonment.--If a plan of interest
2exchange is abandoned after a statement of interest exchange has
3been delivered to the department for filing and before the
4statement becomes effective, a statement of abandonment <-under
5section 141 (relating to abandonment of filing before
6effectiveness), signed by the acquired association, must be
7delivered to the department for filing before the time the
8statement of interest exchange becomes effective. <-The statement
9of abandonment shall take effect on filing, and the interest
10exchange shall be abandoned and shall not become effective. The
11statement of abandonment shall contain all of the following:

12(1) The name of the acquired association.

13(2) The date on which the statement of interest exchange
14was filed by the department.

15(3) A statement that the interest exchange has been
16abandoned in accordance with this section.

17(e) Cross references.--See sections 134 (relating to
18docketing statement) and 135 (relating to requirements to be met
19by filed documents).

20§ 345. Statement of interest exchange; effectiveness.

21(a) General rule.--If the acquired association is a domestic
22entity, a statement of interest exchange shall be signed by that
23entity and delivered to the department for filing.

24(b) Contents.--A statement of interest exchange shall
25contain all of the following:

26(1) With respect to the acquired association:

27(i) its name;

28(ii) its jurisdiction of formation;

29(iii) its type;

30(iv) if it is a domestic filing association or

1domestic limited liability partnership, the address of
2its registered office, including street and number, if
3any, in this Commonwealth, subject to section 109
4(relating to name of commercial registered office
5provider in lieu of registered address); and

6(v) if it is a domestic association that is not a
7domestic filing association or limited liability
8partnership, the address, including street and number, if
9any, of its principal office.

10(2) With respect to the acquiring association:

11(i) its name;

12(ii) its jurisdiction of formation;

13(iii) its type;

14(iv) if it is a domestic filing association,
15domestic limited liability partnership or registered
16foreign association, the address of its registered
17office, including street and number, if any, in this
18Commonwealth, subject to section 109;

19(v) if it is a domestic association that is not a
20domestic filing association or limited liability
21partnership, the address, including street and number, if
22any, of its principal office; and

23(vi) if it is a nonregistered foreign association,
24the address, including street and number, if any, of:

25(A) its registered or similar office, if any,
26required to be maintained by the law of its
27jurisdiction of formation; or

28(B) if it is not required to maintain a
29registered or similar office, its principal office.

30(3) If the statement of interest exchange is not to be

1effective on filing, the later date or date and time on which
2it will become effective.

3(4) A statement that the plan of interest exchange was
4approved by the acquired association in accordance with this
5chapter.

6(5) Any amendments to the public organic record of the
7acquired association approved as part of the plan of interest
8exchange.

9(c) Other provisions.--In addition to the requirements of
10subsection (b), a statement of interest exchange may contain any
11other provision not prohibited by law.

12(d) Filing of plan.--A plan of interest exchange that is
13signed by the domestic entity that is the acquired association
14and that meets all of the requirements of subsection (b) may be
15delivered to the department for filing instead of a statement of
16interest exchange and on filing shall have the same effect. If a
17plan of interest exchange is delivered to the department for
18filing as provided in this subsection, references in this
19chapter to a statement of interest exchange shall refer to the
20plan of interest exchange filed under this subsection.

21(e) Effectiveness.--An interest exchange in which the
22acquired association is a domestic entity is effective when the
23statement of interest exchange is effective as provided in
24section 136(c) (relating to processing of documents by
25Department of State).

26(f) Cross references.--See sections 134 (relating to
27docketing statement) and 135 (relating to requirements to be met
28by filed documents).

29§ 346. Effect of interest exchange.

30(a) General rule.--When an interest exchange in which the

1acquired association is a domestic entity becomes effective, all
2of the following apply:

3(1) Interests in the acquired association are exchanged
4or canceled as provided in the plan of exchange, and the
5interest holders of those interests are entitled only to the
6rights provided to them under the plan and to any dissenters
7rights they have pursuant to section 317 (relating to
8contractual dissenters rights in entity transactions) or
9343(d) (relating to approval of interest exchange).

10(2) The acquiring association becomes the interest
11holder of the interests in the acquired association stated in
12the plan of interest exchange to be acquired by the acquiring
13entity.

14(3) The public organic record, if any, of the acquired
15association is amended to the extent provided in the
16statement of interest exchange.

17(4) The private organic rules of the acquired
18association that are to be in record form, if any, are
19amended to the extent provided in the plan of interest
20exchange.

21(b) No dissolution rights.--Except as provided in the
22organic rules of the acquired association, the interest exchange
23shall not give rise to any rights that an interest holder,
24governor or third party would have upon a dissolution,
25liquidation or winding up of the acquired association.

26(c) New interest holder liability.--When an interest
27exchange becomes effective, a person that becomes subject to
28interest holder liability with respect to an association as a
29result of the interest exchange has interest holder liability
30only to the extent provided by the organic law of the

1association and only for those debts, obligations and other
2liabilities that arise after the interest exchange becomes
3effective.

4(d) Prior interest holder liability.--When an interest
5exchange becomes effective, the interest holder liability of a
6person that ceases to hold an interest in a domestic acquired
7association with respect to which the person had interest holder
8liability is as follows:

9(1) The interest exchange does not discharge any
10interest holder liability under the organic law of the
11domestic acquired association to the extent the interest
12holder liability arose before the interest exchange became
13effective.

14(2) The person does not have interest holder liability
15under the organic law of the domestic acquired association
16for any debt, obligation or other liability that arises after
17the interest exchange becomes effective.

18(3) The organic law of the domestic acquired association
19continues to apply to the release, collection or discharge of
20any interest holder liability preserved under paragraph (1)
21as if the interest exchange had not occurred.

22(4) The person has whatever rights of contribution from
23any other person as are provided by law other than this title
24or the organic law or organic rules of the domestic acquired
25association with respect to any interest holder liability
26preserved under paragraph (1) as if the interest exchange had
27not occurred.

28SUBCHAPTER E

29CONVERSION

30Sec.

1351. Conversion authorized.

2352. Plan of conversion.

3353. Approval of conversion.

4354. Amendment or abandonment of plan of conversion.

5355. Statement of conversion; effectiveness.

6356. Effect of conversion.

7§ 351. Conversion authorized.

8(a) Domestic converting associations.--Except as provided in
9section 318 (relating to excluded entities and transactions) or
10this section, by complying with this chapter:

11(1) A domestic entity may become a domestic entity of a
12different type or a domestic banking institution.

13(2) A domestic banking institution may become a domestic
14association of a different type.

15(3) A domestic entity may become a foreign association
16of a different type, if the conversion is authorized by the
17law of the foreign jurisdiction.

18(b) Foreign converting associations.--By complying with the
19applicable provisions of this subchapter, a foreign association
20may become a domestic entity of a different type if the
21conversion is authorized by the law of the jurisdiction of
22formation of the foreign association.

23(c) Protected governance agreements.--If a protected
24governance agreement that is binding on a domestic entity
25immediately before the effectiveness of a transaction under this
26chapter contains a provision that applies to a merger of the
27entity but does not refer to a conversion, the provision shall
28apply to a conversion of the entity as if the conversion were a
29merger until the provision is amended after July 1, 2015.

30(d) Exceptions.--This subchapter may not be used to

1accomplish a transaction that has the same effect as a
2transaction under any of the following provisions:

3(1) Section 7104 (relating to election of an existing
4business corporation to become a cooperative corporation).

5(2) Section 7105 (relating to termination of status as a
6cooperative corporation for profit).

7(3) Section 7106 (relating to election of an existing
8nonprofit corporation to become a cooperative corporation).

9(4) Section 7107 (relating to termination of nonprofit
10cooperative corporation status).

11(e) Cross reference.--See section 314 (relating to
12regulatory conditions and required notices and approvals).

13§ 352. Plan of conversion.

14(a) General rule.--A domestic entity or domestic banking
15institution may be a party to a conversion by approving a plan
16of conversion. The plan shall be in record form and contain all
17of the following:

18(1) The name and type of the converting association.

19(2) The name, jurisdiction of formation and type of
20converted association.

21(3) The manner of:

22(i) canceling, if desired, some, but less than all,
23of the interests in the converting association;

24(ii) converting at least some of the interests in
25the converting association into interests in the
26converted association; and

27(iii) converting the interests in the converting
28association not canceled under subparagraph (i) or
29converted under subparagraph (ii) into interests,
30securities, obligations, money, other property, rights to

1acquire interests or securities or any combination of the
2foregoing.

3(4) The proposed public organic record of the converted
4association if it will be a filing entity.

5(5) The full text of the private organic rules of the
6converted association that are proposed to be in record form.

7(6) Provisions, if any, providing special treatment of
8interests in the converting association held by any interest
9holder or group of interest holders as authorized by and
10subject to section 329 (relating to special treatment of
11interest holders).

12(7) The other terms and conditions of the conversion.

13(8) Any other provision required by:

14(i) the law of this Commonwealth;

15(ii) the law of the jurisdiction of formation of the
16converted association if it is to be a foreign
17association; or

18(iii) the organic rules of the converting
19association.

20(b) Optional contents.--In addition to the requirements of
21subsection (a), a plan of conversion may contain any other
22provision not prohibited by law.

23(c) Terms of interests.--The ownership, voting and other
24rights of the interest holders in the converted association
25shall be substantially the same as they were in the converting
26association except:

27(1) as provided in the plan of conversion pursuant to
28section 329;

29(2) as provided in the express terms of the organic
30rules of the converted association that are in record form;

1or

2(3) to the extent a difference in those rights is
3required by a provision of the organic law of the converted
4association that cannot be varied in its organic rules.

5(d) Cross reference.--See section 316(c) (relating to
6contents of plan).

7§ 353. Approval of conversion.

8(a) Approval by domestic associations.--A plan of conversion
9in which the converting association is a domestic entity or
10domestic banking institution shall not be effective unless it
11has been approved in the following ways:

12(1) In the case of a domestic entity, in accordance with
13the applicable provisions of Subchapter B (relating to
14approval of entity transactions).

15(2) In the case of a domestic banking institution that
16is a corporation, by at least:

17(i) In the case of a mutual savings bank:

18(A) two-thirds of the trustees present at a
19meeting at which the plan is proposed; and

20(B) two-thirds of all the trustees at a
21subsequent meeting held upon not less than ten days'
22notice to all the trustees.

23(ii) In the case of any other institution:

24(A) a majority of the directors; and

25(B) the shareholders entitled to cast at least
26two-thirds of the votes which all shareholders are
27entitled to cast thereon, and, if any class of shares
28is entitled to vote thereon as a class, the holders
29of at least two-thirds of the outstanding shares of
30such class, at a meeting held upon not less than ten

1days' notice to all shareholders.

2(3) In record form, by each interest holder, if any, of
3the converting association that will have interest holder
4liability for debts, obligations and other liabilities that
5arise after the conversion becomes effective, unless, as to
6an interest holder that does not approve the plan, both of
7the following apply:

8(i) The organic rules of the converting association
9provide in record form for the approval of a conversion
10or a merger in which some or all of its interest holders
11become subject to interest holder liability by the vote
12or consent of fewer than all of the interest holders.

13(ii) The interest holder voted for or consented in
14record form to that provision of the organic rules or
15became an interest holder after the adoption of that
16provision.

17(b) Approval by foreign associations.--A conversion in which
18the converting association is a foreign association shall not be
19effective unless it is approved by the foreign association in
20accordance with the law of its jurisdiction of formation.

21(c) Dissenters rights.--The following apply with respect to
22the rights of an interest holder of the converting association:

23(1) A shareholder of a domestic business corporation
24that is to be a converting association shall be entitled to
25dissenters rights if:

26(i) the shareholder objects to the plan of
27conversion and complies with Subchapter D of Chapter 15
28(relating to dissenters rights); and

29(ii) the conversion involves a change in the rights
30of the shareholder pursuant to section 352(c)(1) or (2)

1(relating to plan of conversion).

2(2) A shareholder of a domestic banking institution that
3is to be a converting association shall be entitled to the
4rights provided in section 1222 of the act of November 30,
51965 (P.L.847, No.356), known as the Banking Code of 1965,
6if:

7(i) the shareholder objects to the plan of
8conversion and complies with section 1222 of the Banking
9Code of 1965; and

10(ii) the conversion involves a change in the rights
11of the shareholder pursuant to section 352(c)(1) or (2).

12(3) See sections 317 (relating to contractual dissenters
13rights in entity transactions) and 329 (relating to special
14treatment of interest holders).

15§ 354. Amendment or abandonment of plan of conversion.

16(a) Approval of amendment.--A plan of conversion in which
17the converting association is a domestic association may be
18amended in one of the following ways:

19(1) In the same manner as the plan was approved, if the
20plan does not provide for the manner in which it may be
21amended.

22(2) By its governors or interest holders in the manner
23provided in the plan, but an interest holder that was
24entitled to vote on or consent to approval of the plan is
25entitled to vote on or consent to any amendment of the plan
26that will change any of the following:

27(i) The amount or kind of interests, securities,
28obligations, money, other property, rights to acquire
29interests or securities, or any combination of the
30foregoing, to be received by any of the interest holders

1of the converting association under the plan.

2(ii) The public organic record, if any, or private
3organic rules of the converted association that will be
4in effect immediately after the conversion becomes
5effective, except for changes that do not require
6approval of the interest holders of the converted
7association under its organic law or organic rules.

8(iii) Any other terms or conditions of the plan, if
9the change would:

10(A) increase the interest holder liability to