reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 313 - Relationship of chapter to other provisions of law

§ 313. Relationship of chapter to other provisions of law.
A transaction under this chapter to which a business corporation is a party may not impair any right or obligation that a person has under, and may not make applicable or inapplicable to the corporation, any provision of section 2538 (relating to approval of transactions with interested shareholders) or 2539 (relating to adoption of plan of merger by board of directors) or Subchapters E (relating to control transactions), F (relating to business combinations), G (relating to control-share acquisitions), H (relating to disgorgement by certain controlling shareholders following attempts to acquire control), I (relating to severance compensation for employees terminated following certain control-share acquisitions) and J (relating to business combination transactions - labor contracts) of Chapter 25, nor shall it change the standard of care applicable to the directors under Subchapter B of Chapter 17 (relating to fiduciary duty) unless, in addition to the requirements of this chapter:
(1) If the corporation does not survive the transaction, the transaction satisfies any requirements of the provision applicable to the transaction.
(2) If the corporation survives the transaction, the approval of the transaction is by a vote of the shareholders or directors which would be sufficient to impair the right or obligation under the provision or make the provision applicable or inapplicable to the corporation or change the standard of care. A transaction that causes the corporation to cease to be a registered corporation or to cease to be a registered corporation described in a particular provision shall not be considered a transaction rendering the provision inapplicable to the corporation for purposes of this section.
(a) Antitakeover provisions.--
(Deleted by amendment).
(b) Transitional provision.--
(Deleted by amendment).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 315 - Nature of transactions

§ 315. Nature of transactions.
(a) General rule.--
The fact that a sale or conversion of the interests in or assets of an association or a transaction under this chapter or other law produces a result that could be accomplished in any other manner permitted by a different set of provisions of this chapter or other law shall not be a basis for recharacterizing the sale, conversion or transaction as a different form of sale, conversion or transaction under this chapter.
(b) Business purpose not required.--
A transaction under this chapter does not require an independent business purpose in order for the transaction to be lawful.
(Nov. 21, 2016, P.L.1328, No.170, eff. 90 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsec. (a).
Cross References.
Section 315 is referred to in section 1571 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 316 - Contents of plan

§ 316. Contents of plan.
(a) Omission of certain provisions.--
A plan as delivered to the department for filing under any provision of this chapter in lieu of a statement of merger, statement of interest exchange, statement of conversion, statement of division or statement of domestication may omit all provisions of the plan except provisions, if any, that:
(1) are intended to amend or constitute the operative provisions of the public organic record of a domestic association as in effect subsequent to the effectiveness of the plan;
(2) are required by this chapter in the statement in lieu of which the plan is being delivered to the department for filing; or
(3) allocate or specify the respective property and liabilities of the resulting associations, in the case of a plan of division.
(b) Availability of full plan.--
If any of the provisions of a plan are omitted from the plan as delivered to the department as permitted under subsection (a), the plan must state that the full text of the plan is on file at the principal office of the surviving, acquiring, converted, new or resulting association or domesticated entity and the address thereof. An association that takes advantage of this section shall furnish a copy of the full text of the plan, on request and without cost, to any interest holder of any domestic or foreign association that was a party to the plan.
(c) Reference to external facts.--
A plan may refer to facts ascertainable outside of the plan if the manner in which the facts will operate on the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination or action is within the control of a party to the transaction.
Cross References.
Section 316 is referred to in sections 332, 335, 342, 352, 362, 372 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 317 - Contractual dissenters rights in entity transactions

§ 317. Contractual dissenters rights in entity transactions.
(a) General rule.--
An interest holder of a domestic entity other than a nonprofit corporation or unincorporated nonprofit association shall be entitled to contractual dissenters rights in connection with a transaction under this chapter, even though the interest holder would not otherwise be entitled to dissenters rights under this title to the extent provided:
(1) in the entity's organic rules; or
(2) in the plan.
(b) Procedures for contractual dissenters rights.--
If an interest holder is entitled to contractual dissenters rights pursuant to subsection (a), Subchapter D of Chapter 15 (relating to dissenters rights) applies to the extent practicable except as otherwise provided in the organic rules of the domestic entity or the plan.
(c) Cross references.--
See sections 329 (relating to special treatment of interest holders) and 1571(c) (relating to application and effect of subchapter).
Cross References.
Section 317 is referred to in sections 333, 336, 343, 346, 353, 356, 363, 367, 373, 1571 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 318 - Excluded entities and transactions

§ 318. Excluded entities and transactions.
(a) Excluded entities.--
The following entities may not participate in a transaction under this chapter:
(1) A cooperative corporation subject to Chapter 73 (relating to electric cooperative corporations).
(2) A beneficial, benevolent, fraternal or fraternal benefit society:
(i) having a lodge system and a representative form of government; or
(ii) transacting any type of insurance.
(3) A credit union.
(b) Excluded transactions involving certain nonprofit corporations.--
The following apply to nonprofit corporations:
(1) Except as provided in paragraph (2), this chapter may not be used to accomplish a transaction that has the effect of converting a domestic nonprofit corporation that is subject to the supervision of the Department of Banking and Securities, the Insurance Department or the Pennsylvania Public Utility Commission to a different type of entity.
(2) Paragraph (1) does not apply to a transaction under this chapter in which a health maintenance organization is converted to a different type of entity if the transaction has received the prior approval of the Insurance Department.
(c) Cross references.--
See sections 103 (relating to subordination of title to regulatory laws) and 314 (relating to regulatory conditions and required notices and approvals).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 added subsec. (a)(3).
Cross References.
Section 318 is referred to in sections 314, 331, 341, 351, 361, 371 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 319 - Party to plan or transaction

§ 319. Party to plan or transaction.
An association that approves a plan in its capacity as an interest holder or creditor of a domestic or foreign association that is a party to the transaction under the plan, or that furnishes all or a part of the consideration contemplated by a plan, does not thereby become a party to the plan or the transaction under the plan for purposes of this chapter.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 320 - Submission of matters to interest holders

§ 320. Submission of matters to interest holders.
(a) General rule.--
A domestic association may agree, in record form, to submit a plan to its interest holders whether or not the governors determine, at any time after approving the plan, that the plan is no longer advisable and recommend that the interest holders reject or vote against it, regardless of whether the governors change their recommendation. If an association so agrees to submit a plan to its interest holders, the plan is deemed to have been validly adopted by the association when it has been approved by the interest holders.
(b) Cross references.--
See sections 321(c) (relating to approval by business corporation) and 325(c)(2) (relating to approval by limited liability company).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 322 - Approval by nonprofit corporation

§ 322. Approval by nonprofit corporation.
(a) Proposal of plan.--
A plan shall be proposed in the case of a domestic nonprofit corporation as follows:
(1) by the adoption by the board of directors or other body of a resolution approving the plan;
(2) unless otherwise provided in the articles, by petition of members entitled to cast at least 10% of the votes that all members are entitled to cast thereon, setting forth the proposed plan, which petition shall be directed to the board of directors and filed with the secretary of the corporation; or
(3) by such other method as may be provided in the bylaws.
(b) Submission to members.--
Except where the domestic nonprofit corporation has no members entitled to vote thereon, the board of directors or other body shall direct that the plan be submitted to a vote of the members entitled to vote thereon at a regular or special meeting of the members.
(c) Notice of meeting of members.--
Notice in record form of the meeting of members that will act on the proposed plan shall be given to each member of record, whether or not entitled to vote thereon, of each domestic nonprofit corporation that is a party to the transaction under the plan. A copy of the proposed plan or a summary thereof shall be included in or enclosed with the notice. The notice shall state that a copy of the organic rules of the surviving, acquired, converted, new or resulting association or domesticated entity as they will be in effect immediately following the transaction will be furnished to any member of the corporation giving the notice on request and without cost.
(d) Member vote required.--
Except as provided in section 5757 (relating to action by members), a plan shall be adopted upon receiving the affirmative vote of at least a majority of the votes that all members present are entitled to cast thereon of each domestic nonprofit corporation that is a party to the transaction under the plan. If any class of members is entitled to vote on the plan as a class, the plan must be adopted by the affirmative vote of at least a majority of the votes that all members present of such class are entitled to cast thereon.
(e) Adoption in absence of voting members.--
If a domestic nonprofit corporation has no members entitled to vote thereon, a plan shall be deemed adopted by the corporation when it has been adopted by the board of directors or other body pursuant to subsection (a).
(f) Cross references.--
See Subchapter A of Chapter 57 (relating to notice and meetings generally) and section 3304(b) (relating to election of benefit corporation status).
Cross References.
Section 322 is referred to in section 5757 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 323 - Approval by general partnership

§ 323. Approval by general partnership.
(a) General rule.--
A plan shall be approved in the case of a domestic general partnership as follows:
(1) in the manner provided in its organic rules for the type of plan involved;
(2) if its organic rules do not provide for approval of the type of plan involved, in the manner provided in its organic rules for approval of a plan of merger; or
(3) if its organic rules do not provide for approval of the type of plan involved or a plan of merger, the plan shall be approved by all of the partners.
(b) Cross reference.--
See section 3304(b) (relating to election of benefit corporation status).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 326 - Approval by professional association

§ 326. Approval by professional association.
(a) General rule.--
A plan shall be approved in the case of a domestic professional association by vote of a majority, or such higher percentage as may be provided in the organic rules, of the associates, voting according to their proportionate shares of ownership.
(b) Cross reference.--
See section 3304(b) (relating to election of benefit corporation status).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 327 - Approval by business trust

§ 327. Approval by business trust.
(a) General rule.--
Except as provided in subsection (b), a plan shall be approved in the case of a domestic business trust as follows:
(1) in the manner provided in its organic rules for the type of plan involved;
(2) if its organic rules do not provide for approval of the type of plan involved, in the manner provided in its organic rules for approval of a plan of merger; or
(3) if its organic rules do not provide for approval of the type of plan involved or a plan of merger, the plan shall be approved by all of the beneficial owners.
(b) Adoption of plan of merger without beneficiary vote.--
Unless otherwise required by the organic rules, a plan of merger providing for the merger of a domestic business trust (referred to in this paragraph as the "constituent trust") with or into a single indirect wholly owned subsidiary (referred to in this paragraph as the "subsidiary trust") of the constituent trust shall not require the approval of the beneficiaries of the constituent trust if all of the following provisions are satisfied:
(1) The constituent trust and the subsidiary trust are the only parties to the merger, other than a surviving association created in the merger.
(2) Each interest in the constituent trust outstanding immediately prior to the effectiveness of the merger is converted in the merger into an interest in the holding trust having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the interests in the constituent trust being converted in the merger.
(3) The holding trust and the surviving association are each domestic business trusts.
(4) Immediately following the effectiveness of the merger, the instrument and organic rules of the holding trust are identical to the instrument and organic rules of the constituent trust immediately before the effectiveness of the merger, except for changes that could be made without beneficiary approval under Chapter 95 (relating to business trusts).
(5) Immediately following the effectiveness of the merger, the surviving association is a direct or indirect wholly owned subsidiary of the holding trust.
(6) The trustees of the constituent trust become or remain the trustees of the holding trust on the effectiveness of the merger.
(7) The trustees of the constituent trust have made a good faith determination that the beneficiaries of the constituent trust will not recognize gain or loss for United States Federal income tax purposes.
(8) As used in this subsection only, the term "holding trust" means a business trust that, from its formation until consummation of the merger governed by this subsection, was at all times a direct wholly owned subsidiary of the constituent trust and the interests in which are issued in the merger.
(c) Cross reference.--
See section 3304(b) (relating to election of benefit corporation status).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 328 - Approval by unincorporated nonprofit association

§ 328. Approval by unincorporated nonprofit association.
(a) General rule.--
Except as provided in the governing principles, a plan shall be approved in the case of a domestic unincorporated nonprofit association by the affirmative vote of at least a majority of the votes cast at a meeting of the members.
(b) Cross reference.--
See section 3304(b) (relating to election of benefit corporation status).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 330 - Alternative means of approval of transactions

§ 330. Alternative means of approval of transactions.
(a) General rule.--
Except as provided in subsection (b) or the organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval of the transaction.
(b) Exception.--
Subsection (a) shall not apply to a nonprofit corporation.
Cross References.
Section 330 is referred to in sections 321, 325 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 331 - Merger authorized

§ 331. Merger authorized.
(a) General rule.--
Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter:
(1) One or more domestic entities may merge with one or more domestic entities or foreign associations into a surviving association.
(2) Two or more foreign associations may merge into a surviving association that is a domestic entity.
(3) A domestic banking institution may be a merging association or surviving association in a merger with one or more domestic or foreign associations if the surviving association or at least one of the merging associations is a domestic entity.
(b) Foreign law authorization required.--
By complying with the applicable provisions of this subchapter, a foreign association may be a party to a merger under this subchapter or may be the surviving association in such a merger if the merger is authorized by the laws of the jurisdiction of formation of the foreign association.
(c) Banking institutions.--
Subsection (a)(3) controls over any inconsistent provision of the organic law of a domestic banking institution that is a merging association.
(d) Exception.--
A health maintenance organization may be a merging association only if the surviving association is a health maintenance organization.
(e) Cross reference.--
See section 314 (relating to regulatory conditions and required notices and approvals).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 332 - Plan of merger

§ 332. Plan of merger.
(a) General rule.--
A domestic entity may become a party to a merger by approving a plan of merger. The plan shall be in record form and contain all of the following:
(1) As to each merging association, its name, jurisdiction of formation and type.
(2) If the surviving association is to be created in the merger, a statement to that effect and the association's name, jurisdiction of formation and type.
(3) The manner, if any, of:
(i) converting some or all of the interests in a merging association into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or
(ii) canceling some or all of the interests in a merging association.
(4) If the surviving association exists before the merger, any proposed amendments to:
(i) its public organic record, if any; or
(ii) its private organic rules that are or are proposed to be in record form.
(5) If the surviving association is to be created in the merger:
(i) its proposed public organic record, if any; and
(ii) the full text of its private organic rules that are proposed to be in record form.
(6) Provisions, if any, providing special treatment of interests in a merging 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 merger.
(8) Any other provision required by:
(i) the laws of this Commonwealth;
(ii) the laws of the jurisdiction of formation of a foreign merging or surviving association; or
(iii) the organic rules of a merging association.
(b) Optional contents.--
In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.
(c) Cross reference.--
See section 316 (relating to contents of plan).
Cross References.
Section 332 is referred to in sections 8415, 8615, 8815 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 333 - Approval of merger

§ 333. Approval of merger.
(a) Approval by domestic entities.--
A plan of merger shall not be effective unless it has been approved in both of the following ways:
(1) The plan is approved by a domestic entity that is a merging association in accordance with the applicable provisions of Subchapter B (relating to approval of entity transactions).
(2) The plan is approved in record form by each interest holder, if any, of a domestic entity that is a merging association that will have interest holder liability for debts, obligations and other liabilities that arise after the merger becomes effective, unless, as to an interest holder that does not approve the plan, both of the following apply:
(i) The organic rules of the domestic entity provide in record form for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders.
(ii) The interest holder consented in record form to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) Approval by foreign associations.--
A merger under this subchapter in which a foreign association is a merging association is not effective unless the merger is approved by the foreign association in accordance with the laws of its jurisdiction of formation.
(c) Approval by domestic banking institutions.--
A merger under this subchapter in which a domestic banking institution that is not a domestic entity is a merging association is not effective unless the merger is approved by the domestic banking institution in accordance with the requirements in its organic laws and organic rules for approval of a merger.
(d) Dissenters rights.--
(1) Except as provided in paragraph (2), if a shareholder of a domestic business corporation that is to be a merging association objects to the plan of merger and complies with Subchapter D of Chapter 15 (relating to dissenters rights), the shareholder shall be entitled to dissenters rights to the extent provided in that subchapter.
(2) Except as provided under section 317 (relating to contractual dissenters rights in entity transactions), dissenters rights shall not be available to shareholders of a domestic business corporation that is a merging association in a merger described in section 321(d)(1)(i) or (4) (relating to approval by business corporation).
(3) If a shareholder of a domestic banking institution that is to be a merging association objects to the plan of merger and complies with section 1222 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965, the shareholder shall be entitled to the rights provided in that section.
(4) See section 329 (relating to special treatment of interest holders).
Cross References.
Section 333 is referred to in sections 336, 1571, 8415, 8615, 8815 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 334 - Amendment or abandonment of plan of merger

§ 334. Amendment or abandonment of plan of merger.
(a) General rule.--
A plan of merger may be amended or abandoned only with the consent of each party to the plan, except as otherwise provided in the plan.
(b) Approval of amendment.--
A domestic entity that is a merging association may approve an amendment of a plan of merger 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 the interest holders of any party to the plan.
(ii) The public organic record, if any, or private organic rules of the surviving association that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving 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.
(c) Approval of abandonment.--
After a plan of merger has been approved by a domestic entity that is a merging association and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic entity that is a merging association may abandon the plan in the same manner as the plan was approved.
(d) Statement of abandonment.--
If a plan of merger is abandoned after a statement of merger 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 a party to the plan, must be delivered to the department for filing before the statement of merger becomes effective.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 341 - Interest exchange authorized

§ 341. Interest exchange authorized.
(a) General rule.--
Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this subchapter:
(1) A domestic or foreign association may acquire all of one or more classes or series of the issued and outstanding interests of a domestic entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities or any combination of the foregoing.
(2) A domestic entity may acquire all of one or more classes or series of the issued and outstanding interests of a foreign association in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities or any combination of the foregoing.
(b) Foreign associations.--
By complying with the applicable provisions of this subchapter:
(1) A foreign association may be the acquiring association in an interest exchange under this subchapter regardless of whether the laws of its jurisdiction of formation authorizes an interest exchange.
(2) A foreign association may be the acquired association in an interest exchange under this subchapter only if the interest exchange is authorized by the laws of its jurisdiction of formation.
(c) Protected agreements.--
If a protected agreement of a domestic entity other than a business corporation contains a provision that applies to a merger of the entity but does not refer to an interest exchange, the provision shall apply to an interest exchange in which the domestic entity is the acquired association as if the interest exchange were a merger until the provision is amended after July 1, 2015.
(d) Excluded entities.--
The following domestic entities shall not be the acquired association in an interest exchange:
(1) a health maintenance organization;
(2) a hospital plan corporation; or
(3) a professional health service organization.
(e) Transitional provision.--
A reference in either of the following to a share exchange means an interest exchange:
(1) in a provision of the organic rules of a domestic business corporation which took effect before July 1, 2015; or
(2) in a statute of this Commonwealth that took effect before July 1, 2015.
(f) Cross reference.--
See section 314 (relating to regulatory conditions and required notices and approvals).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsecs. (a) and (e).
Cross References.
Section 341 is referred to in section 1106 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 342 - Plan of interest exchange

§ 342. Plan of interest exchange.
(a) General rule.--
A domestic entity may be the acquired association in an interest exchange under this chapter by approving a plan of interest exchange. The plan shall be in record form and contain all of the following:
(1) The name and type of the acquired association.
(2) The name, jurisdiction of formation and type of the acquiring association.
(3) The manner of:
(i) exchanging the interests in the acquired association to be acquired in the interest exchange into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; and
(ii) canceling, if desired, some or all other interests in the acquired association.
(4) Any proposed amendments to:
(i) the public organic record, if any, of the acquired association; and
(ii) the private organic rules of the acquired association that are or are proposed to be in record form.
(5) Provisions, if any, providing special treatment of interests in the acquired 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).
(6) The other terms and conditions of the interest exchange.
(7) Any other provision required by:
(i) the laws of this Commonwealth; or
(ii) the organic rules of the acquired association.
(b) Optional contents.--
In addition to the requirements of subsection (a), a plan of interest exchange may contain any other provision not prohibited by law.
(c) Cross reference.--
See section 316(c) (relating to contents of plan).
Cross References.
Section 342 is referred to in sections 8415, 8615, 8815 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 343 - Approval of interest exchange

§ 343. Approval of interest exchange.
(a) Approval by domestic entities.--
A plan of interest exchange in which the acquired association is a domestic entity shall not be effective unless it has been approved in the following ways:
(1) By the acquired domestic entity in accordance with the applicable provisions of Subchapter B (relating to approval of entity transactions).
(2) In record form, by each interest holder of the acquired domestic entity that will have interest holder liability for debts, obligations and other liabilities that arise after the interest exchange becomes effective, unless, as to an interest holder that does not approve the plan, both of the following apply:
(i) The organic rules of the entity provide in record form for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders.
(ii) The interest holder voted for or consented in record form to that provision of the organic rules or became an interest holder after the adoption of that provision.
(3) Except as provided in the organic rules of the domestic entity, by the following class votes:
(i) the holders of any class or series of interests of the acquired association to be exchanged or canceled shall be entitled to vote as a class on the plan; and
(ii) the holders of any class or series of interests of the acquired association shall be entitled to vote as a class on the plan if the plan effects any change in the organic rules and those holders would have been entitled to vote as a class if the change had been made in any other manner.
(b) Approval by foreign associations.--
An interest exchange in which the acquired association is a foreign association is not effective unless it is approved by the foreign association in accordance with the laws of its jurisdiction of formation.
(c) Acquiring association.--
Except as provided in its organic law or organic rules, the interest holders of the acquiring association are not required to approve the interest exchange.
(d) Dissenters rights.--
If a shareholder of a domestic business corporation that is to be the acquired association in an interest exchange objects to the plan of exchange and complies with Subchapter D of Chapter 15 (relating to dissenters rights), the shareholder shall be entitled to dissenters rights to the extent provided in that subchapter.
(e) Cross references.--
See sections 317 (relating to contractual dissenters rights in entity transactions) and 329(c) (relating to special treatment of interest holders).
Cross References.
Section 343 is referred to in sections 346, 1571, 8415, 8615, 8815 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 344 - Amendment or abandonment of plan of interest exchange

§ 344. Amendment or abandonment of plan of interest exchange.
(a) General rule.--
A plan of interest exchange may be amended or abandoned only with the consent of each party to the plan, except as otherwise provided in the plan.
(b) Approval of amendment.--
A domestic entity that is the acquired association may approve an amendment of a plan of interest exchange 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 entity under the plan.
(ii) The public organic record, if any, or private organic rules of the entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the entity 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.
(c) Approval of abandonment.--
After a plan of interest exchange has been approved by a domestic entity that is the acquired entity and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic entity that is the acquired association may abandon the plan in the same manner as the plan was approved.
(d) Statement of abandonment.--
If a plan of interest exchange is abandoned after a statement of interest exchange 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 acquired association, must be delivered to the department for filing before the time the statement of interest exchange becomes effective.
2023 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.
2023 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.
2023 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.
2023 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).