PRIOR PRINTER'S NOS. 1895, 2375
PRINTER'S NO. 2860
THE GENERAL ASSEMBLY OF PENNSYLVANIA
HOUSE BILL
No.
1398
Session of
2015
INTRODUCED BY A. HARRIS, THOMAS, MACKENZIE, STAATS, MILLARD,
LONGIETTI, GIBBONS, ROZZI, McGINNIS, GREINER, BARBIN, COHEN,
MILNE, MARSICO, PETRI, DeLISSIO, DAVIDSON, JAMES, PEIFER,
DAY, GROVE, FARRY, ELLIS, BENNINGHOFF, P. COSTA, F. KELLER,
R. BROWN, D. PARKER, KORTZ, EVERETT, SCHEMEL AND MICCARELLI,
JUNE 24, 2015
AS AMENDED ON SECOND CONSIDERATION, HOUSE OF REPRESENTATIVES,
FEBRUARY 10, 2016
AN ACT
Amending Titles 15 (Corporations and Unincorporated
Associations) and 54 (Names) of the Pennsylvania Consolidated
Statutes, modernizing the law on limited liability
partnerships, general partnerships, limited partnerships and
limited liability companies; and making conforming changes
with respect to associations, corporations, unincorporated
nonprofit associations and business trusts by doing the
following:
As to general provisions, making conforming changes by
revising provisions on application of title, definitions,
defense of usury, tax clearance of certain fundamental
transactions and fee schedule.
As to entities generally, making conforming changes by
revising requirements for foreign association names.
As to entity transactions, making conforming changes by
revising provisions on regulatory conditions and required
notices and approvals, nature of transactions, approval by
limited partnership, effect of merger, statement of division
and effectiveness, effect of division and effect of
domestication.
As to foreign associations, making conforming changes by
revising provisions on governing law.
As to corporations, making conforming changes by revising
provisions on distributions by business corporations and by
adding provisions on DERIVATIVE ACTIONS AND the use of
special litigation committees by business corporations and
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