reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 351 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 351 - Conversion authorized

§ 351. Conversion authorized. (a) Domestic converting associations.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter:  (1) A domestic entity may become a domestic entity of a different type or a domestic banking institution.  (2) A domestic banking institution may become a domestic association of a different type. (3) A domestic entity may become a foreign association of a different type, if the conversion is authorized by the laws of the foreign jurisdiction.  (b) Foreign converting associations.--By complying with the applicable provisions of this subchapter, a foreign association may become a domestic entity of a different type if the conversion is authorized by the laws of the jurisdiction of formation of the foreign association.  (c) Protected governance agreements.--If a protected governance agreement that is binding on a domestic entity immediately before the effectiveness of a transaction under this chapter contains a provision that applies to a merger of the entity but does not refer to a conversion, the provision shall apply to a conversion of the entity as if the conversion were a merger until the provision is amended after July 1, 2015.  (d) Exceptions.--This subchapter may not be used to accomplish a transaction that has the same effect as a transaction under any of the following provisions:  (1) Section 7104 (relating to election of an existing business corporation to become a cooperative corporation).  (2) Section 7105 (relating to termination of status as a cooperative corporation for profit). (3) Section 7106 (relating to election of an existing nonprofit corporation to become a cooperative corporation).  (4) Section 7107 (relating to termination of nonprofit cooperative corporation status). (e) Cross reference.--See section 314 (relating to regulatory conditions and required notices and approvals).    Cross References. Section 351 is referred to in section 1106 of this title.
15 PA Cons Stat § 352 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 352 - Plan of conversion

§ 352. Plan of conversion. (a) General rule.--A domestic entity or domestic banking institution may be a party to a conversion by approving a plan of conversion. The plan shall be in record form and contain all of the following:  (1) The name and type of the converting association. (2) The name, jurisdiction of formation and type of converted association. (3) The manner of: (i) canceling, if desired, some, but less than all, of the interests in the converting association;  (ii) converting at least some of the interests in the converting association into interests in the converted association; and  (iii) converting the interests in the converting association not canceled under subparagraph (i) or converted under subparagraph (ii) into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.  (4) The proposed public organic record of the converted association if it will be a filing entity.  (5) The full text of the private organic rules of the converted association that are proposed to be in record form.  (6) Provisions, if any, providing special treatment of interests in the converting association held by any interest holder or group of interest holders as authorized by and subject to section 329 (relating to special treatment of interest holders).  (7) The other terms and conditions of the conversion. (8) Any other provision required by: (i) the laws of this Commonwealth; (ii) the laws of the jurisdiction of formation of the converted association if it is to be a foreign association; or  (iii) the organic rules of the converting association. (b) Optional contents.--In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.  (c) Terms of interests.--The ownership, voting and other rights of the interest holders in the converted association shall be substantially the same as they were in the converting association except:  (1) as provided in the plan of conversion pursuant to section 329; (2) as provided in the express terms of the organic rules of the converted association that are in record form; or  (3) to the extent a difference in those rights is required by a provision of the organic law of the converted association that cannot be varied in its organic rules.  (d) Cross reference.--See section 316(c) (relating to contents of plan).    Cross References. Section 352 is referred to in sections 353, 356, 8415, 8615, 8815 of this title.
15 PA Cons Stat § 354 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 354 - Amendment or abandonment of plan of conversion

§ 354. Amendment or abandonment of plan of conversion. (a) Approval of amendment.--A plan of conversion in which the converting association is a domestic association may be amended in one of the following ways:  (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.  (2) By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change any of the following:  (i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the converting association under the plan.  (ii) The public organic record, if any, or private organic rules of the converted association that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted association under its organic law or organic rules.  (iii) Any other terms or conditions of the plan, if the change would: (A) increase the interest holder liability to which the interest holder will be subject; or  (B) otherwise adversely affect the interest holder in any material respect. (b) Approval of abandonment.--After a plan of conversion has been approved by a converting association that is a domestic association and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting association may abandon the plan in the same manner as the plan was approved.  (c) Statement of abandonment.--If a plan of conversion is abandoned after a statement of conversion has been delivered to the department for filing and before the statement of conversion becomes effective, a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness), signed by the converting association, must be delivered to the department for filing before the statement of conversion becomes effective.
15 PA Cons Stat § 361 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 361 - Division authorized

§ 361. Division authorized. (a) Domestic entities.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this subchapter, a domestic entity may divide into:  (1) the dividing association and one or more new associations that are either domestic entities or foreign associations; or  (2) two or more new associations that are either domestic entities or foreign associations. (b) Foreign associations.-- (1) A foreign association may be created by the division of a domestic entity only if the division is authorized by the laws of the jurisdiction of formation of the foreign association.  (2) If the division is authorized by the laws of the jurisdiction of formation of the foreign association, one or more of the resulting associations created in a division of a foreign association may be a domestic entity.  (c) Exception.--A domestic banking institution that is a domestic entity may be a dividing association only if all of the resulting associations are domestic banking institutions.  (d) Cross reference.--See section 314 (relating to regulatory conditions and required notices and approvals).
15 PA Cons Stat § 364 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 364 - Division without interest holder approval

§ 364. Division without interest holder approval. (a) General rule.--Unless otherwise restricted by its organic rules, a plan of division of a domestic dividing association shall not require the approval of the interest holders of the dividing association if:  (1) The plan does not do any of the following: (i) alter the jurisdiction of formation of the dividing association; (ii) provide for special treatment; or (iii) amend in any respect the provisions of the public organic record of the dividing association, except amendments which may be made without the approval of the interest holders.  (2) Either: (i) the dividing association survives the division and all the interests and other securities and obligations, if any, of all of the new associations are owned solely by the dividing association; or  (ii) the interests in each new association are distributed as provided in subsection (b). (b) Distribution of interests.--The requirements for distributing interests in each new association referred to in subsection (a)(2)(ii) are as follows:  (1) if the dividing association is not a limited partnership, the dividing association has only one class of interests outstanding and the interests and other securities and obligations, if any, of each new association are distributed pro rata to the interest holders of the dividing association; or  (2) if the dividing association is a limited partnership: (i) it has only one class of general partners and one class of limited partners; (ii) each new association is a limited partnership; and (iii) all of the following apply: (A) the general partner interests in each new association are distributed pro rata to the general partners of the dividing limited partnership;  (B) the limited partner interests in each new association are distributed pro rata to the limited partners of the dividing limited partnership; and  (C) no securities of obligations of any of the new associations are distributed to any of the interest holders of the dividing limited partnership.    Cross References. Section 364 is referred to in sections 312, 363 of this title.
15 PA Cons Stat § 365 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 365 - Amendment or abandonment of plan of division

§ 365. Amendment or abandonment of plan of division. (a) Approval of amendment.--A plan of division in which the dividing association is a domestic entity may be amended in one of the following ways:  (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.  (2) By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change any of the following:  (i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the dividing association under the plan.  (ii) The public organic record, if any, or private organic rules of any of the resulting associations that will be in effect immediately after the division becomes effective, except for changes that do not require approval of the interest holders of the resulting association under its organic law or organic rules.  (iii) Any other terms or conditions of the plan, if the change would: (A) increase the interest holder liability to which the interest holder will be subject; or  (B) otherwise adversely affect the interest holder in any material respect. (b) Approval of abandonment.--After a plan of division has been approved by a domestic entity that is the dividing association and before a statement of division becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic entity that is the dividing association may abandon the plan in the same manner as the plan was approved.  (c) Statement of abandonment.--If a plan of division is abandoned after a statement of division has been delivered to the department for filing and before the statement becomes effective, a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness), signed by the dividing association, must be delivered to the department for filing before the time the statement of division becomes effective. The statement of abandonment shall take effect on filing, and the division shall be abandoned and shall not become effective.
15 PA Cons Stat § 371 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 371 - Domestication authorized

§ 371. Domestication authorized. (a) Domestic entities.--Except as provided in section 318 (relating to excluded entities and transactions), by complying with this chapter, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the laws of the foreign jurisdiction.  (b) Foreign entities.--By complying with the applicable provisions of this subchapter, a foreign entity may become a domestic entity of the same type in this Commonwealth if this title provides for the formation of that type of entity.  (c) Cross reference.--See section 314 (relating to regulatory conditions and required notices and approvals).
15 PA Cons Stat § 372 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 372 - Plan of domestication

§ 372. Plan of domestication. (a) General rule.--A domestic entity may become a foreign entity of the same type by approving a plan of domestication. The plan shall be in record form and contain all of the following:  (1) The name and type of the domesticating entity. (2) The name and jurisdiction of formation of the domesticated entity. (3) The manner, if any, of canceling or converting those interests in the domesticating entity, if any, that are to receive special treatment as authorized by and subject to section 329 (relating to special treatment of interest holders).  (4) The proposed public organic record of the domesticated entity if it is a filing entity. (5) The full text of the private organic rules of the domesticated entity that are proposed to be in record form.  (6) The other terms and conditions of the domestication. (7) Any other provision required by: (i) laws of this Commonwealth; (ii) the laws of the jurisdiction of formation of the foreign domesticated entity; or (iii) the organic rules of the domesticating entity. (b) Optional contents.--In addition to the requirements of subsection (a), a plan of domestication may contain any other provision not prohibited by law.  (c) Terms of interests.--Except as provided in the plan of domestication pursuant to section 329, the terms of the interests in the domesticated entity and the rights of the interest holders in the domesticated entity shall be substantially the same as the terms of the interests and the rights of the interest holders in the domesticating entity, except to the extent a different term or right is required by a provision of the organic law of the domesticated entity that cannot be varied in its organic rules.  (d) Cross reference.--See section 316(c) (relating to contents of plan).    Cross References. Section 372 is referred to in sections 8415, 8615, 8815 of this title.
15 PA Cons Stat § 373 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 373 - Approval of domestication

§ 373. Approval of domestication. (a) Approval by domestic entities.--A plan of domestication in which the domesticating entity is a domestic entity is not effective unless it has been approved by the domestic entity in accordance with the applicable provisions of Subchapter B (relating to approval of entity transactions).  (b) Approval by foreign entities.--A plan of domestication in which the domesticating entity is a foreign entity is not effective unless it has been approved in one of the following ways:  (1) In accordance with the laws of the jurisdiction of formation of the foreign entity. (2) By at least a majority of the votes cast with respect to approval of the domestication by all interest holders of the foreign entity entitled to vote generally on a merger to which the foreign entity is a party if the laws of the foreign entity's jurisdiction of formation does not provide for a domestication of the foreign entity.  (c) Cross references.--See sections 317 (relating to contractual dissenters rights in entity transactions) and 329 (relating to special treatment of interest holders).    Cross References. Section 373 is referred to in sections 312, 375, 8415, 8615, 8815 of this title.
15 PA Cons Stat § 374 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 374 - Amendment or abandonment of plan of domestication

§ 374. Amendment or abandonment of plan of domestication. (a) Approval of amendment.--A plan of domestication in which the domesticating entity is a domestic entity may be amended in one of the following ways:  (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.  (2) By the governors or interest holders of the domestic entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change any of the following:  (i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the plan.  (ii) The public organic record, if any, or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules.  (iii) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.  (b) Approval of abandonment.--After a plan of domestication has been approved by a domestic entity that is the domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic entity that is the domesticating entity may abandon the plan in the same manner as the plan was approved.  (c) Statement of abandonment.--If a plan of domestication is abandoned after a statement of domestication has been delivered to the department for filing and before the statement becomes effective, a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness), signed by the domesticating entity, must be delivered to the department for filing before the time the statement of domestication becomes effective.
15 PA Cons Stat § 401 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 4 - Foreign Associations|Section 401 - Application of chapter

§ 401. Application of chapter. (a) General rule.--Except as otherwise provided in this section or in subsequent provisions of this chapter, this chapter shall apply to all foreign associations.  (b) Application to foreign banking institutions.--The words "foreign filing association" or "foreign association" in this chapter include an association that, if a domestic association, would be a banking institution or credit union. The term does not include an interstate bank as defined in section 102 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.  (c) Domestic Federal financial association exclusion.--Except as permitted by act of Congress, this chapter shall not apply to:  (1) Any of the following institutions or similar federally chartered institutions engaged in this Commonwealth in activities similar to those conducted by banking institutions or credit unions:  (i) National banking associations organized under The National Bank Act (13 Stat. 99, 12 U.S.C. § 1 et seq.).  (ii) Federal savings and loan associations and Federal mutual savings banks organized under the Home Owners' Loan Act (48 Stat. 128, 12 U.S.C. § 1461 et seq.).  (iii) Federal credit unions organized under the Federal Credit Union Act (48 Stat. 1216, 12 U.S.C. § 1751 et seq.).  (2) Any other Federal association intended by the Congress to be treated for State law purposes as a domestic association of this Commonwealth.  (d) Foreign insurance corporations.--A foreign insurance corporation shall be subject to this chapter, except as provided in section 402(e) (relating to governing law) or 411(g) (relating to registration to do business in this Commonwealth).  (e) Government entities.--This chapter shall apply to and the words "association" and "foreign association" shall include a government or other sovereign, other than the Commonwealth or any of its political subdivisions, and any governmental corporation, agency or other entity thereof.  (f) Admitted foreign fraternal benefit society exclusion.--This chapter shall not apply to any foreign corporation not-for-profit licensed to transact business in this Commonwealth under section 2455 of the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921.    Cross References. Section 401 is referred to in section 411 of this title.