reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 108 - Change in location or status of registered office provided by agent

§ 108. Change in location or status of registered office provided by agent.
(a) General rule.--
Where the registered office of a corporation or other association is stated to be in care of or is in fact in care of an agent who maintains the registered office for the corporation or other association and the agent changes its name or the location of its office in a county from one address to another within the county or ceases to provide a registered office for one or more associations, the agent may, in the manner provided in this section, reflect such change of name or effect a corresponding change in the registered office address of or cease to provide a registered office for one or more or all of the associations represented by it. The agent shall execute and file in the Department of State with respect to each association represented by it a statement of change of registered office by agent, setting forth:
(1) The name of the association represented.
(2) The address, including street and number, if any, of its then registered office.
(3) The address, including street and number, if any, of the new registered office of the association represented if the registered office of the association represented is to be changed.
(4) The name of the person in care of the office and a statement that the person has been designated in fact as the agent in care of the registered office of the association represented in this Commonwealth and that the change in registered office reflects a change of name of the agent, the removal of the place of business of the agent to a new location within the county or a termination of the status of the agent as the provider of the registered office of the association represented, as the case may be.
If the status of an agent as a provider of a registered office is terminated under this section, the location of the registered office of the association represented shall not be affected, but the person formerly in care of the office shall thereafter not have any responsibility with respect to matters tendered to the office in the name of the association represented.
(b) Action by and notice to association.--
It is not necessary for the association represented to take any action in order to effect a termination of status of agent or other change of registered office under this section, but the person representing the association shall promptly furnish the association represented with a copy of the statement of change of registered office by agent as filed in the Department of State.
Cross References.
Section 108 is referred to in sections 109, 1103, 1911, 5103, 5911, 8625, 8825, 9503 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 110 - Supplementary general principles of law applicable

§ 110. Supplementary general principles of law applicable.
Unless displaced by the particular provisions of this title, the principles of law and equity, including, but not limited to, the law relating to principal and agent, estoppel, waiver, fraud, misrepresentation, duress, coercion, mistake, bankruptcy or other validating or invalidating cause, shall supplement its provisions.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 111 - Relation of title to Electronic Signatures in Global and National Commerce Act

§ 111. Relation of title to Electronic Signatures in Global and National Commerce Act.
(a) General rule.--
Except as set forth in subsection (b), this title modifies, limits and supersedes the Electronic Signatures in Global and National Commerce Act (Public Law 106-229, 15 U.S.C. § 7001 et seq.).
(b) Exception.--
This title does not do any of the following:
(1) Modify, limit or supersede section 101(c) of the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001(c)).
(2) Authorize electronic delivery of a notice described in section 103(b) of the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7003(b)).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 111.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 112 - Receipt of electronic communications

§ 112. Receipt of electronic communications.
(a) Requirements.--
Unless otherwise provided in the organic rules of an entity or otherwise agreed between the sender and the recipient, an electronic communication is received when it:
(1) enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and
(2) is in a form capable of being processed by that system.
(b) Awareness not required.--
An electronic communication is received under subsection (a) even if no individual is aware of its receipt.
(c) Presumption.--
Receipt of an electronic acknowledgment from an information processing system described in subsection (a) establishes that a communication was received but, by itself, does not establish that the content sent corresponds to the content received.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment.
Act 172 added section 112.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 113 - Delivery of document

§ 113. Delivery of document.
(a) Permissible means.--
Permissible means of delivery of a document in record form include:
(1) personal delivery;
(2) mail;
(3) conventional commercial practice; and
(4) electronic transmission.
(b) Delivery to department.--
Delivery to the department of a document in record form is effective only on receipt by the department.
(c) Delivery by department.--
Except as provided by law other than this title, the department may deliver a document in record form to a person by delivering it:
(1) in person to the person that submitted it for filing;
(2) to the address of the person's registered office;
(3) to the principal office address of the person; or
(4) to another address the person provides to the department for delivery.
(d) Delivery by electronic communication.--
The department may deliver documents in record form to an address for email or other electronic communications supplied to the department by a person until the person notifies the department in record form that the person no longer wishes to have documents delivered to that address.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Cross References.
Section 113 is referred to in sections 8413, 8613, 8813 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 114 - Defense of usury

§ 114. Defense of usury.
A domestic association other than a business corporation shall be subject to section 1510 (relating to certain specifically authorized debt terms) with respect to obligations, as defined in that section, governed by the laws of this Commonwealth or affecting real property situated in this Commonwealth, to the same extent as if the domestic association were a domestic business corporation.
(Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
2016 Amendment.
Act 170 added section 114.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 131 - Application of subchapter

§ 131. Application of subchapter.
As used in this subchapter, the term "this title" includes Titles 17 (relating to credit unions) and 54 (relating to names) and any other provision of law that:
(1) makes reference to the powers and procedures of this subchapter; or
(2) to the extent not inconsistent with this subchapter:
(i) requires a filing in the bureau; and
(ii) does not specify some or all of the necessary procedures for the filing provided in this subchapter.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 132 - Functions of Department of State

§ 132. Functions of Department of State.
(a) General rule.--
The function of the Department of State under this title is to act in a manner comparable to the offices of recorder of deeds under former provisions of law as an office of public record wherein articles and other papers relating to association affairs may be filed to establish the permanent and definitive text thereof and to afford all persons the opportunity of acquiring knowledge of the contents thereof.
(b) Names and marks.--
The department shall supervise and administer the provisions of this title and of Title 54 (relating to names) concerning names and marks.
(c) Collection of taxes and charges imposed by statute.--
This subchapter shall not limit the power and duty of the department to assess and collect taxes and charges imposed or authorized by statute.
(d) Notice of decennial filings.--
(Deleted by amendment).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 deleted subsec. (d).
Cross References.
Section 132 is referred to in section 133 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 134 - Docketing statement

§ 134. Docketing statement.
(a) General rule.--
The department may, but shall not be required to, prescribe by regulation one or more official docketing statement forms designed to elicit from a person effecting a filing under this title information that the department has found to be necessary or desirable in connection with the processing of a filing. A form of docketing statement prescribed under this subsection:
(1) Shall be published in the Pennsylvania Code.
(2) Shall not be integrated into a single document covering the requirements of the filing and its related docketing statement.
(3) May be required by the department in connection with a filing only if notice of the requirement appears on the official format for the filing prescribed by the department.
(4) Shall not be required to be submitted on department-furnished forms.
(5) Shall not constitute a document filed in, with or by the department for the purposes of this title or any other provision of law except 18 Pa.C.S. § 4904 (relating to unsworn falsification to authorities).
(b) Transmission to Department of Revenue.--
The department shall note on the docketing statement the fact and date of the filing to which the docketing statement relates and shall transmit a copy of the docketing statement or the information contained therein to the Department of Revenue. If a docketing statement is not required for a particular filing, the Department of State may transmit a copy of the filing or the information contained therein to the Department of Revenue at no cost to the person effecting the filing.
(c) Transmission to other agencies.--
If the docketing statement delivered to the Department of State sets forth any kind of business in which a corporation, partnership or other association may not engage without the approval of or a license from any department, board or commission of the Commonwealth, the Department of State shall, upon processing the filing, promptly transmit a copy of the docketing statement or the information contained therein to each such department, board or commission.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 amended subsec. (a)(3).
Cross References.
Section 134 is referred to in sections 135, 161, 208, 209, 335, 345, 355, 366, 375, 412, 413, 415, 417, 418, 1308, 1311, 1341, 1507, 1522, 1902, 1916, 1971, 1977, 1989, 2309, 2704, 2905, 5308, 5311, 5341, 5507, 5902, 5916, 5971, 5977, 5989, 7306, 7704, 7720, 8201, 8433, 8434, 8474, 8482, 8621, 8622, 8625, 8636, 8665, 8681.1, 8682, 8701, 8821, 8822, 8825, 8832, 8833, 8872, 8871, 9305, 9503 of this title; sections 304, 903, 904, 1101, 1102, 1105, 1302, 1305 of Title 17 (Credit Unions); sections 311, 312, 313, 1112, 1114, 1115, 1116, 1311, 1312, 1313, 1314, 1511, 1512, 1513, 1514, 1515 of Title 54 (Names).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 141 - Abandonment of filing before effectiveness

§ 141. Abandonment of filing before effectiveness.
(a) General rule.--
A document in record form delivered to the department for filing may be abandoned before it takes effect by delivering to the department for filing a statement of abandonment.
(b) Requirements for statement of abandonment.--
A statement of abandonment must:
(1) be signed by a person with the authority to sign the statement;
(2) identify the document to be abandoned; and
(3) state that abandonment of the document has been validly approved.
(c) Effect of statement of abandonment.--
Upon filing by the department of a statement of abandonment, the action or transaction evidenced by the original document shall not take effect.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment.
Act 172 added section 141.
Cross References. Section 141 is referred to in sections 136, 334, 344, 354, 365, 374, 8419, 8622, 8624, 8822, 8824 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 142 - Effect of signing filings

§ 142. Effect of signing filings.
(a) Affirmation of truth.--
Signing a document delivered to the department for filing is an affirmation under the penalties provided in 18 Pa.C.S. § 4904 (relating to unsworn falsification to authorities) that the facts stated in the document are true in all material respects.
(b) Signature by agent or legal representative.--
A document filed under this title may be signed by an agent. If this title requires a particular individual to sign a document and the individual is deceased or incompetent, the document may be signed by a legal representative of the individual on behalf of the individual.
(c) Affirmation of authority.--
A person that signs a document delivered to the department for filing affirms as a fact that the person is authorized to sign the document.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment.
Act 172 added section 142.
Cross References. Section 142 is referred to in sections 8418, 8623, 8624, 8823 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 143 - Liability for inaccurate information in filing

§ 143. Liability for inaccurate information in filing.
If a document that is delivered to the department for filing under this title and filed by the department contains inaccurate information at the time of delivery to the department, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the document or caused another to sign it on behalf of the person and knew at the time the document was delivered that the information was inaccurate.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment.
Act 172 added section 143.
Cross References. Section 143 is referred to in sections 8419, 8624 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 144 - Signing and filing pursuant to judicial order

§ 144. Signing and filing pursuant to judicial order.
(a) Petition.--
If a person required by this title to sign a document or deliver a document to the department for filing under this title does not do so, another person that is aggrieved may petition the court to order:
(1) the person to sign the document;
(2) the person to deliver the document to the department for filing; or
(3) the department to file the document unsigned.
(b) Association.--
If a petitioner under subsection (a) is not the association to which the document pertains, the petitioner shall make the association a party to the action.
(c) Effect.--
A record filed under subsection (a)(3) is effective without being signed.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment.
Act 172 added section 144.
Cross References. Section 144 is referred to in sections 8419, 8624, 8824 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 145 - Subsistence certificate

§ 145. Subsistence certificate.
(a) General rule.--
On request of a person, the department shall issue:
(1) a subsistence certificate for a domestic filing entity or domestic limited liability partnership; or
(2) a certificate of registration for a registered foreign association.
(b) Contents of certificate.--
A certificate under subsection (a) must state:
(1) the name of the domestic filing entity or domestic limited liability partnership or the name under which the registered foreign association is registered in this Commonwealth;
(2) in the case of a domestic filing entity or domestic limited liability partnership, that the entity is currently subsisting on the records of the department; and
(3) in the case of a registered foreign association, that it is registered to do business in this Commonwealth.
(c) Effect of certificate.--
Subject to any qualification stated in the certificate, a certificate issued by the department under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment.
Act 172 added section 145.
Cross References. Section 145 is referred to in section 382 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 151 - Short title and application of subchapter

§ 151. Short title and application of subchapter.
(a) Short title.--
This subchapter shall be known and may be cited as the Corporation Bureau and UCC Fee Law.
(b) Application.--
This subchapter contains an enumeration of fees to be charged by the bureau for services performed under this title or any other provision of law relating to corporations or associations and under Titles 13 (relating to commercial code), 17 (relating to credit unions) and 54 (relating to names).
(June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsec. (b).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 152 - Definitions

§ 152. Definitions.
The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:
"Ancillary transaction."
Includes:
(1) preclearance of document;
(2) amendment of articles, charter, certificate or other organic document, restatement of articles, charter, certificate or other organic document;
(3) dissolution, cancellation or termination of an association;
(4) withdrawal or transfer of registration by foreign association;
(5) dissociation as a partner;
(5.1) statement or certificate of authority and denial or negation of authority;
(6) any transaction similar to any item listed in paragraphs (1) through (5.1);
(6.1) withdrawal, abandonment or termination of a document which has been delivered to the department for filing but has not yet become effective; or
(7) delivery to the department for filing in, by or with the department or the Secretary of the Commonwealth of any articles, statements, proceedings, agreements or any similar papers affecting associations under the statutes of this Commonwealth for which a specific fee is not set forth in section 153 (relating to fee schedule) or other applicable statute.
(July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 154 - Enforcement and collection

§ 154. Enforcement and collection.
(a) General rule.--
(1) The department shall not be required to receive or file any document or paper unless the same shall be accompanied by the proper fee, but the department may in its discretion permit the filing of any document or paper without first requiring payment of the fee required by this subchapter when satisfied that the fee will be paid promptly. If any such fee is not paid in the manner and within the time prescribed by regulation of the department, the filing to which such fee relates shall become void.
(2) With respect to filings under 13 Pa.C.S. Div. 9 (relating to secured transactions), paragraph (1) is subject to 13 Pa.C.S. §§ 9516 (relating to what constitutes filing; effectiveness of filing) and 9520 (relating to acceptance and refusal to accept record).
(b) Extension of credit.--
The department may make provision by regulation for the extension of credit to persons dealing with it. Any person who shall fail or refuse to satisfy any indebtedness owing to the Commonwealth under this subchapter in the manner and within the time prescribed by regulation adopted pursuant to this subsection shall pay to the Commonwealth, in addition to the principal amount of such indebtedness and interest thereon, liquidated damages in the amount of $500.
(June 8, 2001, P.L.123, No.18, eff. July 1, 2001)
2001 Amendment.
Act 18 amended subsec. (a).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 155 - Disposition of funds

§ 155. Disposition of funds.
(a) Corporation Bureau Restricted Account.--
The Corporation Bureau Restricted Account, established under former section 814 of the act of April 9, 1929 (P.L.177, No.175), known as The Administrative Code of 1929, is continued. This account shall receive 30% of the amount received by the department under this subchapter except for the fees collected under 13 Pa.C.S. § 9525(a)(1)(ii) (relating to fees). This account shall receive 5% of the amount received by the department under 13 Pa.C.S. § 9525(a)(1)(ii). The balance of the amount received by the department under this subchapter shall be deposited in the General Fund. Money in the account shall be used solely for the operation of the bureau and for its modernization as may be required for improved operations of the bureau unless a surplus arises after two consecutive years, at which time the Secretary of the Commonwealth shall transfer any amount in excess of the bureau's budget into the General Fund.
(b) Expenditures.--
The department shall submit a budget for the operation or modernization of the bureau to the Governor for approval. Such funds as are approved by the Governor are hereby appropriated from the Corporation Bureau Restricted Account to the department for the operation of the bureau.
(c) Advisory committee.--
The Secretary of the Commonwealth shall appoint a Corporation Bureau Advisory Committee. The committee shall be composed of persons knowledgeable in matters covered by this title and related provisions of law and who have been recommended for appointment to the committee by the organized bar or other organized users of the facilities and services of the bureau. Members shall serve without compensation other than reimbursement for reasonable and necessary expenses in accordance with Commonwealth policy or regulations, shall serve for terms fixed by the secretary and may be reappointed. The Chairman of the committee shall be elected by the committee. The committee shall make recommendations to the Governor with respect to each budget submitted under subsection (b) and may consult with the department in the administration of this title and related provisions of law. The committee, in consultation with the bureau and the department, shall submit, by June 1 of each odd-numbered year, a report to the General Assembly describing its activities under this title and any recommended changes to this title.
(June 8, 2001, P.L.123, No.18, eff. July 1, 2001; June 22, 2001, P.L.418, No.34, eff. 60 days; Dec. 23, 2003, P.L.282, No.47, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 amended subsec. (b) and added subsec. (a).
2001 Amendments.
Act 18 amended subsec. (a) and Act 34 amended subsec. (c).
Cross
References.
Section 155 is referred to in sections 8221, 8998 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 156 - References

§ 156. References.
In statutes, regulations and orders, a reference to the Corporation Bureau shall be deemed a reference to the bureau.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 156.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 162 - Contingent domestication of certain alien associations (Repealed)

§ 162. Contingent domestication of certain alien associations (Repealed).
2014 Repeal.
Section 162 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Extra - Chapter Notes

Enactment.
Chapter 2 was added October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
Cross References.
Subchapter A is referred to in sections 383, 414, 8415, 8615, 8621, 8815, 8821 of
            this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 201 - Definitions

§ 201. Definitions.
The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:
"Covered association."
Any of the following:
(1) a domestic filing entity;
(2) a domestic limited liability partnership;
(3) an electing partnership; or
(4) a registered foreign association.
"Proper name." The name set forth in:
(1) the public organic record of a domestic filing association;
(2) the statement of registration of a limited liability partnership;
(3) the statement of election of an electing partnership; or
(4) the statement of registration of a registered foreign association under section 412(a)(1)(i) (relating to foreign registration statement) or, if that name does not comply with this section, the name set forth in the statement under section 412(a)(1)(ii).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 203 - Corporation names

§ 203. Corporation names.
(a) Business corporations.--
The proper name of a domestic or registered foreign business corporation must contain:
(1) the word "corporation," "company," "incorporated" or "limited" or an abbreviation of any of the terms;
(2) the word "association," "fund" or "syndicate"; or
(3) words or abbreviations of like import used in a jurisdiction other than this Commonwealth.
(b) Nonprofit corporations.--
The proper name of a domestic nonprofit corporation or registered foreign corporation not-for-profit shall not be required to contain one of the words or abbreviations described under subsection (a).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 204 - Partnership and limited liability company names

§ 204. Partnership and limited liability company names.
(a) Limited liability partnerships.--
The proper name of a domestic limited liability partnership or registered foreign limited liability partnership must contain the term "company," "limited" or "limited liability partnership," or an abbreviation of one of those terms, or words or abbreviations of like import used in a jurisdiction other than this Commonwealth.
(b) Limited partnerships.--
The proper name of a domestic or registered foreign limited partnership:
(1) shall not be required to contain a word or abbreviation indicating that it is a limited partnership;
(2) if it is a limited liability limited partnership, must contain:
(i) the term "company," "limited" or "limited liability limited partnership" or a term of like import; or
(ii) an abbreviation of a term under subparagraph (i); and
(3) may contain the name of a partner.
(c) Limited liability companies.--
The proper name of a domestic limited liability company or registered foreign limited liability company must contain the term "company," "limited" or "limited liability company," or an abbreviation of one of those terms, or words or abbreviations of like import used in a jurisdiction other than this Commonwealth.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 206 - Requirements for foreign association names

§ 206. Requirements for foreign association names.
(a) General rule.--
The department shall not file a registration statement pursuant to section 412 (relating to foreign registration statement) for a foreign association that, except as provided under subsection (b), has a name that is rendered unavailable for use by a covered association by any provision of this subchapter.
(b) Exception.--
The provisions of section 202(b) and (c) (relating to requirements for names generally) shall not prevent the filing of a registration statement of a foreign association whose name in its jurisdiction of formation would be prohibited from use in this Commonwealth by section 202(b) and (c) if the foreign association adopts a name for use in registering to do business in this Commonwealth that is available for use by a covered association.
(Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
Cross References.
Section 206 is referred to in section 209 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 207 - Required name changes by senior associations

§ 207. Required name changes by senior associations.
(a) Loss of rights to name.--
A covered association shall cease to have the exclusive right to its proper name:
(1) while it is administratively dissolved under Subchapter H of Chapter 3 (relating to administrative dissolution or cancellation), if the association is a domestic filing entity;
(2) while its statement of registration is canceled under Subchapter H of Chapter 3, if the association is a domestic limited liability partnership;
(3) while its statement of election is canceled under Subchapter H of Chapter 3, if the association is an electing partnership; or
(4) if it has filed in the Department of Revenue a tax return or certificate indicating that it is out of existence.
(b) Adoption of new name on reinstatement.--
Upon the removal of the reason why a covered association has lost the exclusive right to its proper name under subsection (a), the association shall make inquiry with the Department of State with regard to the availability of its name and, if the name has been appropriated by another person, the covered association shall adopt a new name in accordance with law before resuming its activities.
(c) Enforcement of undertaking to release name.--
If a covered association has used a name that is not distinguishable on the records of the Department of State from the name of another association as permitted by section 202(b)(1) (relating to requirements for names generally) and the other association continues to use its name in this Commonwealth and does not change its name, cease to do business, be wound up or withdraw as it proposed to do in its consent or change its name as required by subsection (a), any court having jurisdiction may enjoin the other association from continuing to use its name or a name that is not distinguishable therefrom on the application of:
(1) the Attorney General, acting on his or her own motion or at the instance of an administrative department, board or commission of this Commonwealth; or
(2) any person adversely affected.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsecs. (a) and (b).
Cross References.
Section 207 is referred to in sections 1341, 5341 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 208 - Reservation of name

§ 208. Reservation of name.
(a) General rule.--
The exclusive right to the use of a name may be reserved by any person. The reservation shall be made by delivering to the department an application to reserve a specified name, signed by the applicant. If the department finds that the name is available for use, it shall reserve the name for the exclusive use of the applicant for a period of 120 days.
(b) Transfer of reservation.--
The right to exclusive use of a name reserved pursuant to subsection (a) may be transferred to any other person by delivering to the department a notice in record form of the transfer, signed by the person who reserved the name, and specifying the name and address of the other person.
(c) Cross references.--
See:
Section 134 (relating to docketing statement).
Section 135 (relating to requirements to be met by filed documents).
Section 209 (relating to registration of name of nonregistered foreign association).
Cross References.
Section 208 is referred to in section 202 of this title; section 311 of Title 54 (Names).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 209 - Registration of name of nonregistered foreign association

§ 209. Registration of name of nonregistered foreign association.
(a) General rule.--
A nonregistered foreign association may register a name that is available for use by a registered foreign association pursuant to section 206 (relating to requirements for foreign association names) by delivering to the department for filing an application for registration of name, signed by the association, setting forth:
(1) The name of the association.
(2) The address, including street and number, if any, of the principal office of the association.
(3) The name being registered.
(b) Annual renewal.--
An association that has in effect the registration of a name may renew the registration from year to year by annually delivering to the department for filing an application for renewal setting forth the facts required to be set forth in an original application for registration. A renewal application may be filed between October 1 and December 31 in each year and shall extend the registration for the following calendar year.
(c) Use of registered name.--
A foreign association whose name registration is effective may register as a foreign association under the registered name or consent in record form to the use of that name by another association.
(d) Cross references.--
See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsecs. (a) and (b).
Cross References.
Section 209 is referred to in sections 202, 208 of this title; section 311 of Title 54 (Names).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 222 - Nonexclusivity

§ 222. Nonexclusivity.
Ratification or validation under this subchapter is not the exclusive means of ratifying or validating a defective entity action, and the absence or failure of ratification or validation in accordance with this subchapter does not, of itself, affect the validity or effectiveness of any entity action properly ratified under common law or otherwise, nor does it create a presumption that an entity action is or was a defective entity action or void or voidable.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 added section 222.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 223 - Ratification of defective entity actions

§ 223. Ratification of defective entity actions.
(a) Action by governors.--
To ratify a defective entity action under this subchapter other than the ratification of an election of the initial governors under subsection (b), the governors of the ratifying entity must take an action, in accordance with section 224 (relating to action on ratification), stating:
(1) the defective entity action to be ratified and, if the defective entity action involved the issuance of putative interests, the number and type of putative interests purportedly issued;
(2) the date of the defective entity action;
(3) the nature of the failure of authorization with respect to the defective entity action to be ratified; and
(4) that the governors approve the ratification of the defective entity action.
(b) Election of initial governors.--
In the event that the defective entity action to be ratified relates to the election of the initial governors of an entity, a majority of the persons who, at the time of the ratification, are exercising the powers of the governors may take an action stating:
(1) the name of each person who first took action in the name of the entity as the initial governors of the entity;
(2) the earlier of the date on which each person first took action or was purported to have been elected as an initial governor; and
(3) that the ratification of the election of each person as an initial governor is approved.
(c) Action by interest holders.--
If any provision of the organic rules, a resolution of the governors, an applicable rule, a plan, a plan agreement or a governance agreement requires action by the interest holders or would have required action by the interest holders of the entity or of a previous entity at the date of the occurrence of the defective entity action, and that required action by the interest holders has not previously been obtained, the ratification of the defective entity action approved in the action taken by the governors under subsection (a) shall be submitted to the interest holders for action in accordance with section 224.
(d) Abandonment of ratification.--
Unless otherwise provided in the action taken by the governors under subsection (a), after the action by the governors has been taken and, whether or not the action has been approved by the interest holders, the governors may abandon the ratification at any time before the validation effective time without further action of the interest holders.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 added section 223.
Cross References. Section 223 is referred to in sections 224, 225 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 225 - Optional notice

§ 225. Optional notice.
(a) General rule.--
If interest holder approval is not required under section 223(c) (relating to ratification of defective entity actions) or if notice has not been given in accordance with section 224(b) (relating to action on ratification), the ratifying entity nonetheless may give notice of an action taken under section 223 to each interest holder, including the holders of both valid and putative interests, regardless of whether entitled to vote, as of both:
(1) the date of the action by the governors; and
(2) the date of the defective entity action ratified.
(b) Contents.--
The notice shall contain:
(1) either a copy of the action taken by the governors in accordance with section 223(a) or (b) or the information required by section 223(a)(1), (2), (3) and (4) or 223(b)(1), (2) and (3), as applicable; and
(2) a statement that any claim that the ratification of the defective entity action and any putative interests issued as a result of the defective entity action should not be effective, or should be effective only on certain conditions, must be brought within 120 days after giving notice.
(c) Exception.--
Notice under this section is not required to be given to holders of valid and putative interests whose identities or addresses for notice cannot be determined from the records of the entity.
(d) Notice by registered corporations.--
Notice given by a registered corporation under this section may be given by means of a publicly available filing with the Securities and Exchange Commission.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 added section 225.
Cross References. Section 225 is referred to in section 228 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 226 - Effect of ratification

§ 226. Effect of ratification.
(a) General rule.--
A defective entity action is not void or voidable, or deprived of full effect, as a result of its failure of authorization if ratified in accordance with this subchapter, unless the court determines under section 228 (relating to judicial proceedings regarding validity of entity actions) that the ratification was not valid.
(b) Specific aspects of validation.--
Subject to a court determination under section 228 that the ratification was not valid, from and after the validation effective time of a defective entity action, and without regard to the 120-day period during which a claim may be brought under section 228:
(1) The defective entity action is not void or voidable, or deprived of full effect, as a result of its failure of authorization and is duly authorized and a valid entity action effective as of the date when the defective entity action was taken.
(2) The issuance of each putative interest or fraction of a putative interest purportedly issued pursuant to the defective entity action is not void or voidable, and each putative interest or fraction of a putative interest is an identical, duly authorized and validly issued interest or fraction of an interest as of the time it was purportedly issued.
(3) Any entity action taken subsequent to the defective entity action in reliance on the defective entity action having been validly effected is duly authorized and valid as of the time taken. Any subsequent defective entity action resulting directly or indirectly from the original defective entity action, if the failure of authorization of the subsequent defective entity action relates solely to the defective entity action ratified under this subchapter, is duly authorized and valid as of the time taken.
(4) If a document was previously filed by the department in respect of the defective entity action, any statement in the document to the effect that the defective entity action was validly approved in accordance with applicable rules is deemed stricken from the document.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 added section 226.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 228 - Judicial proceedings regarding validity of entity actions

§ 228. Judicial proceedings regarding validity of entity actions.
(a) Standing.--
Subject to subsection (f), review of a ratification under this subchapter or of a defective entity action may be commenced in the court by:
(1) the ratifying entity; or
(2) a person that, at the time of the defective action or its ratification, was:
(i) a successor to the ratifying entity;
(ii) a governor of the ratifying entity;
(iii) an interest holder or beneficial owner of an interest in the ratifying entity or in a previous entity; or
(iv) materially and adversely affected by the ratification.
(b) Parties.--
No other party in addition to the ratifying entity need be joined in order for the court to adjudicate the matter. In an action filed by the ratifying entity, the court may require notice of the action be provided to other persons specified by the court and permit such other persons to intervene in the action.
(c) Determination by the court.--
In an action under this section, the court may:
(1) determine the validity and effectiveness of a ratification under this subchapter;
(2) determine the validity and effectiveness of any defective entity action not ratified under this subchapter; and
(3) establish conditions upon the validity or effectiveness of a ratification or defective entity action reviewed by the court.
(d) Time limitation.--
Notwithstanding any other provision of applicable law, an action asserting that the ratification of a defective entity action and any putative interests issued as a result of the ratification of the defective entity action should not be valid must be brought within 120 days after notice has been given as provided in section 224(b) (relating to action on ratification) or 225 (relating to optional notice).
(e) Effect on validation effective time.--
The validation effective time shall not be affected by the filing or pendency of a judicial proceeding under this section or otherwise, unless otherwise ordered by the court.
(f) Exclusivity.--
An action to review a ratification under this subchapter may be brought only by a person identified in subsection (a) and only in the court.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 added section 228.
Cross References. Section 228 is referred to in sections 221, 226 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Extra - Chapter Notes

Enactment.
Chapter 3 was added October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
Enactment.
Subchapter H was added November 3, 2022, P.L.1791, No.122, effective in 60 days.
Cross References.
Subchapter H is referred to in sections 202, 207 of this title.