reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 364 - Division without interest holder approval

§ 364. Division without interest holder approval.
(a) General rule.--
Unless otherwise restricted by its organic rules, a plan of division of a domestic dividing association shall not require the approval of the interest holders of the dividing association if all of the following are satisfied:
(1) The plan does not do any of the following:
(i) alter the jurisdiction of formation of the dividing association;
(ii) provide for special treatment; or
(iii) amend in any respect the provisions of the organic rules of the dividing association, except amendments that may be made without the approval of the interest holders.
(2) Either:
(i) the dividing association survives the division and all the interests in the new associations are owned solely by the dividing association; or
(ii) the interests in each new association are distributed as provided in subsection (b).
(3) The organic rules of each new association do not change the rights, duties or obligations of the interest holders or governors from those of the interest holders or governors of the dividing association, regardless of whether the dividing association survives the division.
(b) Distribution of interests.--
The requirements for distributing interests in each new association referred to in subsection (a)(2)(ii) are as follows:
(1) if the dividing association is not a limited partnership, the dividing association has only one class of interests outstanding and the interests in each new association and any securities issued by a new association are distributed pro rata to the interest holders of the dividing association; or
(2) if the dividing association is a limited partnership:
(i) it has only one class of general partners and one class of limited partners;
(ii) each new association is a limited partnership; and
(iii) all of the following apply:
(A) the general partner interests in each new association are distributed pro rata to the general partners of the dividing limited partnership;
(B) the limited partner interests in each new association are distributed pro rata to the limited partners of the dividing limited partnership; and
(C) no securities of any of the new associations are distributed to any of the interest holders of the dividing limited partnership.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Cross References.
Section 364 is referred to in sections 312, 363 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 365 - Amendment or abandonment of plan of division

§ 365. Amendment or abandonment of plan of division.
(a) Approval of amendment.--
A plan of division in which the dividing association is a domestic entity may be amended in one of the following ways:
(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.
(2) By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change any of the following:
(i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the dividing association under the plan.
(ii) The public organic record, if any, or private organic rules of any of the resulting associations that will be in effect immediately after the division becomes effective, except for changes that do not require approval of the interest holders of the resulting association under its organic law or organic rules.
(iii) Any other terms or conditions of the plan, if the change would:
(A) increase the interest holder liability to which the interest holder will be subject; or
(B) otherwise adversely affect the interest holder in any material respect.
(b) Approval of abandonment.--
After a plan of division has been approved by a domestic entity that is the dividing association and before a statement of division becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic entity that is the dividing association may abandon the plan in the same manner as the plan was approved.
(c) Statement of abandonment.--
If a plan of division is abandoned after a statement of division has been delivered to the department for filing and before the statement becomes effective, a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness), signed by the dividing association, must be delivered to the department for filing before the time the statement of division becomes effective. The statement of abandonment shall take effect on filing, and the division shall be abandoned and shall not become effective.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 371 - Domestication authorized

§ 371. Domestication authorized.
(a) Domestic entities.--
Except as provided in section 318 (relating to excluded entities and transactions), by complying with this chapter, a domestic entity may become a domesticated entity of the same type in a foreign jurisdiction if the domestication is authorized by the laws of the foreign jurisdiction.
(b) Foreign entities.--
By complying with the applicable provisions of this subchapter, a foreign entity may become a domestic entity of the same type in this Commonwealth if this title provides for the formation of that type of entity.
(c) Cross reference.--
See section 314 (relating to regulatory conditions and required notices and approvals).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsec. (a).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 372 - Plan of domestication

§ 372. Plan of domestication.
(a) General rule.--
A domestic entity may become a foreign entity of the same type by approving a plan of domestication. The plan shall be in record form and contain all of the following:
(1) The name and type of the domesticating entity.
(2) The name and jurisdiction of formation of the domesticated entity.
(3) The manner, if any, of canceling or converting those interests in the domesticating entity, if any, that are to receive special treatment as authorized by and subject to section 329 (relating to special treatment of interest holders).
(4) The proposed public organic record of the domesticated entity if it is a filing entity.
(5) The full text of the private organic rules of the domesticated entity that are proposed to be in record form.
(6) The other terms and conditions of the domestication.
(7) Any other provision required by:
(i) laws of this Commonwealth;
(ii) the laws of the jurisdiction of formation of the foreign domesticated entity; or
(iii) the organic rules of the domesticating entity.
(b) Optional contents.--
In addition to the requirements of subsection (a), a plan of domestication may contain any other provision not prohibited by law.
(c) Terms of interests.--
Except as provided in the plan of domestication pursuant to section 329, the terms of the interests in the domesticated entity and the rights of the interest holders in the domesticated entity shall be substantially the same as the terms of the interests and the rights of the interest holders in the domesticating entity, except to the extent a different term or right is required by a provision of the organic law of the domesticated entity that cannot be varied in its organic rules.
(d) Cross reference.--
See section 316(c) (relating to contents of plan).
Cross References.
Section 372 is referred to in sections 8415, 8615, 8815 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 373 - Approval of domestication

§ 373. Approval of domestication.
(a) Approval by domestic entities.--
A plan of domestication in which the domesticating entity is a domestic entity is not effective unless it has been approved by the domestic entity in accordance with the applicable provisions of Subchapter B (relating to approval of entity transactions).
(b) Approval by foreign entities.--
A plan of domestication in which the domesticating entity is a foreign entity is not effective unless it has been approved in one of the following ways:
(1) In accordance with the laws of the jurisdiction of formation of the foreign entity.
(2) By at least a majority of the votes cast with respect to approval of the domestication by all interest holders of the foreign entity entitled to vote generally on a merger to which the foreign entity is a party if the laws of the foreign entity's jurisdiction of formation does not provide for a domestication of the foreign entity.
(c) Cross references.--
See sections 317 (relating to contractual dissenters rights in entity transactions) and 329 (relating to special treatment of interest holders).
Cross References.
Section 373 is referred to in sections 312, 375, 8415, 8615, 8815 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 374 - Amendment or abandonment of plan of domestication

§ 374. Amendment or abandonment of plan of domestication.
(a) Approval of amendment.--
A plan of domestication in which the domesticating entity is a domestic entity may be amended in one of the following ways:
(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.
(2) By the governors or interest holders of the domestic entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change any of the following:
(i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the plan.
(ii) The public organic record, if any, or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules.
(iii) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(b) Approval of abandonment.--
After a plan of domestication has been approved by a domestic entity that is the domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic entity that is the domesticating entity may abandon the plan in the same manner as the plan was approved.
(c) Statement of abandonment.--
If a plan of domestication is abandoned after a statement of domestication has been delivered to the department for filing and before the statement becomes effective, a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness), signed by the domesticating entity, must be delivered to the department for filing before the time the statement of domestication becomes effective.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 381 - Grounds for administrative dissolution or cancellation

§ 381. Grounds for administrative dissolution or cancellation.
(a) General rule.--
The department may commence a proceeding under section 382 (relating to procedure and effect) to administratively dissolve a domestic filing entity or cancel the statement of registration of a domestic limited liability partnership or the statement of election of an electing partnership that is not also a limited partnership if the entity does not deliver an annual report to the department within six months after the annual report is due.
(b) Transitional provision.--
Subsection (a) applies with respect to annual reports due on or after January 4, 2027.
Cross References.
Section 381 is referred to in section 382 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 384 - Rejection of reinstatement

§ 384. Rejection of reinstatement.
(a) Notice of rejection.--
If the department rejects an entity's application for reinstatement under section 383 (relating to reinstatement) or fails to reinstate the entity within the time required by section 383(b)(1), the department shall deliver to the entity a notice in record form that explains the reasons for the rejection or failure.
(b) Cross reference.--
See section 137 (relating to court to pass upon rejection of documents by Department of State).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 4 - Foreign Associations › Extra - Chapter Notes

Enactment.
Chapter 4 was added October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
Cross References.
Subchapter B is referred to in section 138 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 4 - Foreign Associations › Section 401 - Application of chapter

§ 401. Application of chapter.
(a) General rule.--
Except as otherwise provided in this section or in subsequent provisions of this chapter, this chapter shall apply to all foreign associations.
(b) Application to foreign banking institutions.--
The words "foreign filing association" or "foreign association" in this chapter include an association that, if a domestic association, would be a banking institution or credit union. The term does not include an interstate bank as defined in section 102 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.
(c) Domestic Federal financial association exclusion.--
Except as permitted by act of Congress, this chapter shall not apply to:
(1) Any of the following institutions or similar federally chartered institutions engaged in this Commonwealth in activities similar to those conducted by banking institutions or credit unions:
(i) National banking associations organized under The National Bank Act (13 Stat. 99, 12 U.S.C. § 1 et seq.).
(ii) Federal savings and loan associations and Federal mutual savings banks organized under the Home Owners' Loan Act (48 Stat. 128, 12 U.S.C. § 1461 et seq.).
(iii) Federal credit unions organized under the Federal Credit Union Act (48 Stat. 1216, 12 U.S.C. § 1751 et seq.).
(2) Any other Federal association intended by the Congress to be treated for State law purposes as a domestic association of this Commonwealth.
(d) Foreign insurance corporations.--
A foreign insurance corporation shall be subject to this chapter, except as provided in section 402(e) (relating to governing law) or 411(g) (relating to registration to do business in this Commonwealth).
(e) Government entities.--
This chapter shall apply to and the words "association" and "foreign association" shall include a government or other sovereign, other than the Commonwealth or any of its political subdivisions, and any governmental corporation, agency or other entity thereof.
(f) Admitted foreign fraternal benefit society exclusion.--
This chapter shall not apply to any foreign corporation not-for-profit licensed to transact business in this Commonwealth under section 2455 of the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921.
Cross References.
Section 401 is referred to in section 411 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 4 - Foreign Associations › Section 403 - Activities not constituting doing business

§ 403. Activities not constituting doing business.
(a) General rule.--
Activities of a foreign filing association or foreign limited liability partnership that do not constitute doing business in this Commonwealth under this chapter shall include the following:
(1) Maintaining, defending, mediating, arbitrating or settling an action or proceeding.
(2) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors.
(3) Maintaining accounts in financial institutions.
(4) Maintaining offices or agencies for the transfer, exchange and registration of securities of the association or maintaining trustees or depositories with respect to the securities.
(5) Selling through independent contractors.
(6) Soliciting or obtaining orders by any means if the orders require acceptance outside of this Commonwealth before the orders become contracts.
(7) Creating, acquiring or incurring obligations, indebtedness, mortgages or security interests in property.
(8) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property so acquired.
(9) Conducting an isolated transaction that is not in the course of similar transactions.
(10) (Deleted by amendment).
(11) Doing business in interstate or foreign commerce.
(12) Acquiring, owning, holding, leasing as a lessee, conveying and transferring, without more and whether as fiduciary or otherwise:
(i) real estate and mortgages and other liens thereon; or
(ii) personal property and security interests therein.
(13) Conducting operations or performing work or services in good faith in response to a disaster or emergency event.
(b) Participation in other associations.--
Being an interest holder or governor of a foreign association that does business in this Commonwealth shall not by itself constitute doing business in this Commonwealth.
(c) Applicability.--
This section shall not apply in determining the contacts or activities that may subject a foreign filing association or foreign limited liability partnership to service of process, taxation or regulation under laws of this Commonwealth other than this title.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsec. (a)(7), added subsec. (a)(12) and (13) and deleted subsec. (a)(10).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 4 - Foreign Associations › Section 411 - Registration to do business in this Commonwealth

§ 411. Registration to do business in this Commonwealth.
(a) Registration required.--
Except as provided in section 401 (relating to application of chapter) or subsection (g), a foreign filing association or foreign limited liability partnership may not do business in this Commonwealth until it registers with the department under this chapter.
(b) Penalty for failure to register.--
A foreign filing association or foreign limited liability partnership doing business in this Commonwealth may not maintain an action or proceeding in this Commonwealth unless it is registered to do business under this chapter.
(c) Contracts and acts not impaired by failure to register.--
The failure of a foreign filing association or foreign limited liability partnership to register to do business in this Commonwealth does not impair the validity of a contract or act of the foreign filing association or foreign limited liability partnership or preclude it from defending an action or proceeding in this Commonwealth.
(d) Limitations on liability preserved.--
A limitation on the liability of an interest holder or governor of a foreign filing association or of a partner of a foreign limited liability partnership is not waived solely because the foreign filing association or foreign limited liability partnership does business in this Commonwealth without registering.
(e) Governing law not affected.--
Section 402 (relating to governing law) applies even if a foreign association fails to register under this chapter.
(f) Registered office.--
Subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), every registered foreign association shall have, and continuously maintain, in this Commonwealth a registered office, which may but need not be the same as its place of business in this Commonwealth.
(g) Foreign insurance corporations.--
A foreign insurance corporation is not required to register under this chapter.
Cross References.
Section 411 is referred to in sections 401, 402 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 4 - Foreign Associations › Section 413 - Amendment of foreign registration statement

§ 413. Amendment of foreign registration statement.
(a) General rule.--
A registered foreign association shall deliver to the department for filing an amendment to its foreign registration statement if there is a change in any of the following:
(1) The name of the association.
(2) The type of association, including, if it is a foreign limited partnership, whether the association became or ceased to be a foreign limited liability limited partnership.
(3) The association's jurisdiction of formation.
(4) An address required by section 412(a)(4) (relating to foreign registration statement).
(5) Its registered office.
(6) The authority of the association to have one or more series.
(b) Contents of amendment.--
An amendment of a foreign registration statement shall be signed by the registered foreign association and state all of the following:
(1) The name under which the registered foreign association is registered to do business in this Commonwealth.
(2) Subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office in this Commonwealth.
(3) If the amendment is not to be effective on filing, the later date or date and time on which it will become effective.
(4) The information that is to be changed.
(c) Cross references.--
See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).
Cross References.
Section 413 is referred to in section 419 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 4 - Foreign Associations › Section 414 - Noncomplying name of foreign association

§ 414. Noncomplying name of foreign association.
(a) General rule.--
A foreign filing association or foreign limited liability partnership whose name does not comply with Subchapter A of Chapter 2 (relating to names) may not register to do business in this Commonwealth until it adopts, for the purpose of doing business in this Commonwealth, an alternate name that complies with Subchapter A of Chapter 2. A foreign association that registers under an alternate name under this subsection is not required to comply with 54 Pa.C.S. Ch. 3 (relating to fictitious names) with respect to the alternate name. After registering to do business in this Commonwealth under an alternate name, a foreign association shall do business in this Commonwealth under any of the following:
(1) The alternate name.
(2) Its proper name under the laws of its jurisdiction of formation, with the addition of the name of its jurisdiction of formation.
(3) A name the foreign association is authorized to use under 54 Pa.C.S. Ch. 3.
(b) Change of name.--
If a registered foreign association changes its name to one that does not comply with Subchapter A of Chapter 2, it may not do business in this Commonwealth until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with Subchapter A of Chapter 2.
(c) Filed documents.--
If a registered foreign association adopts an alternate name under subsection (a), the association shall use the alternate name in response to a requirement in this title that a document delivered to the department for filing state the name of the association.
(d) Use of permitted names.--
The doing of business by a registered foreign association using a name permitted by subsection (a) has the same force and effect as doing business using the proper name of the association under the laws of its jurisdiction of formation.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 added subsec. (d).
Cross References.
Section 414 is referred to in sections 412, 418 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 4 - Foreign Associations › Section 415 - Voluntary withdrawal of registration

§ 415. Voluntary withdrawal of registration.
(a) General rule.--
A registered foreign association may withdraw its registration by delivering a statement of withdrawal to the department for filing. The statement of withdrawal shall be signed by the association and state all of the following:
(1) The name of the association and its jurisdiction of formation.
(2) Subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office in this Commonwealth.
(3) That the association is not doing business in this Commonwealth.
(4) That the association withdraws its registration to do business in this Commonwealth.
(b) Filing.--
The statement of withdrawal and the certificates required by section 139 (relating to tax clearance of certain fundamental transactions) shall be delivered to the department for filing and shall take effect on filing.
(c) Cross references.--
See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).
Cross References.
Section 415 is referred to in sections 4129, 6129 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 4 - Foreign Associations › Section 416 - Withdrawal deemed on certain transactions

§ 416. Withdrawal deemed on certain transactions.
(a) Merger.--
A registered foreign association that merges into a domestic filing entity or domestic limited liability partnership shall be deemed to have withdrawn its registration on the effective date of the merger.
(b) Conversion.--
A registered foreign association that converts to any type of domestic filing entity or to a domestic limited liability partnership shall be deemed to have withdrawn its registration on the effective date of the conversion.
(c) Domestication.--
A registered foreign association that domesticates in this Commonwealth as a domestic filing entity or a domestic limited liability partnership shall be deemed to have withdrawn its registration on the effective date of the domestication.
Cross References.
Section 416 is referred to in sections 356, 376 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 4 - Foreign Associations › Section 418 - Transfer of registration

§ 418. Transfer of registration.
(a) General rule.--
If a registered foreign association merges into a nonregistered foreign association or converts to a foreign association required to register with the department to do business in this Commonwealth, the association shall deliver to the department for filing an application for transfer of registration. The application shall be signed by the surviving or converted association and state all of the following:
(1) The name of the association before the merger or conversion.
(2) The type of association it was before the merger or conversion.
(3) The name of the applicant association and, if the name does not comply with section 202 (relating to requirements for names generally), an alternate name adopted in accordance with section 414(a) (relating to noncomplying name of foreign association).
(4) The type of association of the applicant association and its jurisdiction of formation.
(5) If different than the information for the foreign association before the merger or conversion, all of the following information regarding the applicant association:
(i) The street and mailing addresses of the principal office of the association and, if the laws of the association's jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office.
(ii) Subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address of its registered office in this Commonwealth.
(b) Effect of application.--
When an application for transfer of registration takes effect, the registration of the registered foreign association to do business in this Commonwealth is transferred without interruption to the association into which it has merged or to which it has been converted.
(c) Cross references.--
See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 4 - Foreign Associations › Section 419 - Termination of registration

§ 419. Termination of registration.
(a) General rule.--
The department may terminate the registration of a registered foreign association in the manner provided in subsections (b) and (c) if the department finds that the association:
(1) has not amended its registration when required by section 413 (relating to amendment of foreign registration statement);
(2) has been administratively, voluntarily or involuntarily dissolved under the laws of its jurisdiction of formation; or
(3) has failed to deliver to the department for filing an annual report under section 146 (relating to annual report) within six months after it is due.
(b) Notice by department.--
The department may terminate the registration of a registered foreign association by taking both of the following actions:
(1) Filing a notice of termination or noting the termination in the records of the department.
(2) Delivering a copy of the notice or the information in the notation to the association's registered office or, if the association does not have a registered office, to the association's principal office.
(c) Contents.--
The notice shall state, or the information in the notation under subsection (b) shall include, both of the following:
(1) The effective date of the termination, which shall be no less than 60 days after the date the department delivers the copy.
(2) The grounds for termination under subsection (a).
(d) Effectiveness or cure.--
The registration of a registered foreign association to do business in this Commonwealth shall cease on the effective date of the notice of termination or notation under subsection (b), unless before that date the association cures each ground for termination stated in the notice or notation. If the association cures each ground, the department shall file a record stating as such.
(e) Transitional provision.--
Subsection (a)(3) shall apply with respect to annual reports due on or after January 3, 2026.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsec. (a) and added subsec. (e).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Extra - Chapter Notes

Enactment.
Chapter 5 was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.
Cross References.
Chapter 5 is referred to in section 7102 of this title.
Enactment.
Subchapter B was added December 19, 1990, P.L.834, No.198, effective immediately.
Prior Provisions.
Former Subchapter B, which related to indemnification and corporate directors' liability,
            was added December 21, 1988, P.L.1444, No.177, and repealed December 19, 1990, P.L.834,
            No.198, effective immediately.
Cross References.
Subchapter B is referred to in section 8332.5 of Title 42 (Judiciary and Judicial
            Procedure).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 501 - Reserved power of General Assembly

§ 501. Reserved power of General Assembly.
(a) General rule.--
All charters of private corporations and all present and future common or statutory law with respect to the formation or regulation of private corporations or prescribing powers, rights, duties or liabilities of private corporations or their officers, directors, shareholders or members may be revoked, amended or repealed.
(b) Scope.--
Subsection (a) is applicable to all corporations incorporated under the authority of the Commonwealth or of the late Proprietaries of the Province of Pennsylvania, the General Assembly having found in section 104 of the act of December 21, 1988 (P.L.1444, No.177), known as the General Association Act of 1988, that all corporations incorporated prior to October 14, 1857, which purported to register under the act of January 18, 1966 (1965 P.L.1443, No.521), referred to as the Registry Act of 1966, or companion statutes, either failed to register effectively or accepted the benefit of a law or laws passed by the General Assembly after 1873 governing the affairs of corporations.
Cross References.
Section 501 is referred to in section 501 of Title 17 (Credit Unions).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 502 - Application of chapter

§ 502. Application of chapter.
(a) General rule.--
Except as otherwise provided in the scope provisions of subsequent provisions of this chapter, this chapter shall apply to and the word "corporation" in this chapter shall mean:
(1) A domestic or foreign corporation for profit.
(2) A domestic or foreign corporation not-for-profit.
(b) Corporations claiming exemption from power of the General Assembly.--
Any provision of this chapter otherwise applicable to a corporation claiming exemption from the power of the General Assembly shall be inapplicable to such corporation to the extent, and only to the extent, required by the Constitution of the United States or the Constitution of Pennsylvania, or both.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 503 - Actions to revoke corporate franchises

§ 503. Actions to revoke corporate franchises.
(a) General rule.--
The Attorney General may institute proceedings to revoke the articles and franchises of a corporation if it:
(1) misused or failed to use its powers, privileges or franchises;
(2) procured its articles by fraud; or
(3) should not have been incorporated under the statutory authority relied upon.
(b) Powers of court.--
In every action or proceeding instituted under subsection (a), the court shall have power to wind up the affairs of and to dissolve the corporation in the manner provided in this part or as otherwise provided by law.
Cross References.
Section 503 is referred to in sections 137, 1309, 1502, 1503, 2907, 5309, 5502, 5503 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 504 - Validation of certain defective corporations

§ 504. Validation of certain defective corporations.
Where heretofore or hereafter any act has been or may be done or any transfer or conveyance of any property has been or may be made to or by any corporation created or intended to be created under any statute supplied or repealed by this part, in good faith, after the approval of the articles or application for a charter or issuance of letters patent but without the actual recording of the original papers with the endorsements thereon, or a certified copy thereof, in the office of any recorder of deeds, as provided in such statutes then in force, the acts, transfers and conveyances shall nevertheless be deemed and taken to be valid and effectual for all purposes, regardless of the omission to record the original papers with the endorsements thereon, or a certified copy thereof, as heretofore required by such statutes. Every such corporation shall be deemed and taken to have been incorporated on the date of approval of its articles or application for a charter or on the date of issuance of its letters patent, whichever event shall have last occurred.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 505 - Validation of certain defective corporate acts

§ 505. Validation of certain defective corporate acts.
Where any corporation governed by this part or created or intended to be created or governed by any statute supplied or repealed by this part has, in good faith, extended its territory or term of existence, changed its name, merged, consolidated or otherwise altered or amended its charter or articles under any statute supplied or repealed by this part but without the actual recording of a document or documents evidencing the corporate action in the office of any recorder of deeds, as provided in such statutes then in force, and a record of the corporate action is on file in the office of the clerk of any court of this Commonwealth or in the Department of State, the corporate action shall nevertheless be deemed and taken to be valid for all purposes, regardless of the omission to record the document or documents as heretofore required by such statutes, and every such corporate action shall be deemed and taken to have been effected upon the filing of the corporate action in the office of the clerk of any court or in the department, or upon the approval of the action, if required, by a court, or by the Governor, Secretary of the Commonwealth or other officer performing corresponding functions with respect to corporate affairs, whichever event has last occurred.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 506 - Scope and duration of certain franchises

§ 506. Scope and duration of certain franchises.
(a) General rule.--
Except as provided in subsection (b), whenever any corporation has sold, assigned, disposed of and conveyed all or any part of its franchises and all or any part of its property, real, personal and mixed, to any other corporation, and the franchises and property have vested in the vendee corporation, or whenever any corporation has heretofore merged or may hereafter merge with and into or consolidate into a surviving or new corporation, the vendee, surviving or new corporation or its successor corporation shall be deemed to possess as a constituent of its own charter, and not as a direct or indirect acquisition from the vendor or nonsurviving corporation, franchise rights of identical scope and character as those originally acquired by it and any of its predecessors in interest from every vendor or nonsurviving predecessor corporation regardless of the fact, if such is the case, that the franchises of any vendor or nonsurviving predecessor corporation, had they been separately existing, would have theretofore expired of their own limitations. The charter of any vendee, surviving, new or successor corporation to which this section may become applicable and all franchise rights thereof attributable under this section or otherwise to or acquired from any vendor or nonsurviving predecessor corporation shall expire upon the same date, which date shall be the later of the dates on which the charter or the most remotely limited of the franchise rights would otherwise expire, and every renewal, extension or change in the term of existence of the vendee, surviving, new or successor corporation by merger, consolidation or otherwise shall inure to the franchise rights attributable to or acquired from all such vendor or nonsurviving predecessor corporations.
(b) Exception.--
This section shall not operate to revive any franchise rights heretofore or hereafter expressly surrendered by the affirmative action of any such vendee, surviving, new or successor corporation.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 507 - Validation of certain share authorizations

§ 507. Validation of certain share authorizations.
(a) General rule.--
Where heretofore any domestic corporation for profit shall have redeemed and canceled any shares subject to redemption and cancellation, acquired its own shares on conversion thereof into or exchange thereof for other shares of the corporation, purchased or redeemed and canceled any shares, canceled any treasury shares, redeemed any shares or adopted any resolution of the board with respect to authorized but unissued shares reducing the number of shares that the corporation is authorized to issue without filing in the Department of State a statement of redemption and cancellation, a statement of cancellation of shares, a statement of reduction of authorized shares or similar document as then provided by any statute supplied or repealed by Subpart B (relating to business corporations), such action shall be deemed not to have had any effect on the authorized share structure of the corporation and the number and class of shares authorized to be issued by the corporation from time to time and at any time shall be deemed and taken to be the number and class of shares as set forth at the time in the most recently amended text of the charter or articles of the corporation as then on file in the department.
(b) Restriction on reissuance.--
Subsection (a) shall not validate any shares reissued in violation of a provision of the charter or articles prohibiting the reissuance of redeemed or otherwise acquired shares. Except as otherwise expressly provided therein, such a provision shall not be interpreted as prohibiting the reissuance of redeemed or otherwise acquired shares as shares of a different class or series.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 511 - Application and effect of subchapter

§ 511. Application and effect of subchapter.
(a) General rule.--
This subchapter applies to and the terms "corporation" or "domestic corporation" in this subchapter mean:
(1) A banking institution.
(2) A credit union.
(3) A fraternal benefit society.
(b) Alternative provisions.--
Section 516 (relating to alternative standard) shall not be applicable to any corporation to which section 515 (relating to exercise of powers generally) is applicable. Section 515 shall be applicable to any corporation except a corporation:
(1) the bylaws of which, by amendment adopted by the board of directors on or before July 26, 1990, and not subsequently rescinded by an articles amendment, explicitly provide that section 515 or corresponding provisions of prior law shall not be applicable to the corporation; or
(2) the articles of which explicitly provide that section 515 or corresponding provisions of prior law shall not be applicable to the corporation.
(c) Reversal of opt-out.--
A provision of the articles or bylaws providing that section 515 or corresponding provisions of prior law shall not be applicable to the corporation and may be rescinded pursuant to the procedures required by the organic law of the corporation and the articles and bylaws at the time of the rescission to amend the articles or bylaws.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsec. (a) and added subsec. (c).
Cross References.
Section 511 is referred to in sections 515, 516, 1711 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 513 - Personal liability of directors

§ 513. Personal liability of directors.
(a) General rule.--
If a bylaw adopted by the shareholders entitled to vote or members entitled to vote of a domestic corporation so provides, a director shall not be personally liable, as such, for monetary damages for any action taken unless:
(1) the director has breached or failed to perform the duties of a director under this subchapter; and
(2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
(b) Exceptions.--
Subsection (a) shall not apply to:
(1) the responsibility or liability of a director pursuant to any criminal statute; or
(2) the liability of a director for the payment of taxes pursuant to Federal, State or local law.
(c) Application.--
An amendment or repeal of a provision adopted under subsection (a) does not affect its application with respect to an act by a director occurring before the amendment or repeal unless the provision in effect at the time of the act explicitly authorizes its amendment or repeal after an act has occurred.
(d) Cross reference.--
See 42 Pa.C.S. § 8332.5 (relating to corporate representatives).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsec. (a)(1), relettered former subsec. (c) to subsec. (d) and added present subsec. (c).
Cross References.
Section 513 is referred to in section 712 of Title 17 (Credit Unions).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 514 - Presumption of assent

§ 514. Presumption of assent.
A director of a domestic corporation who is present at a meeting of its board of directors, or of a committee of the board, at which action on any corporate matter is taken on which the director is generally competent to act, shall be presumed to have assented to the action taken unless the director's dissent, abstention or vote against the matter is entered in the minutes of the meeting or unless the director delivers to the secretary of the meeting before the adjournment a dissent in record form to the action or transmits the dissent in record form to the secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Nothing in this subchapter shall bar a director from asserting that minutes of the meeting incorrectly omitted the director's dissent, abstention or vote against if, promptly upon receipt of a copy of such minutes, the director notifies the secretary of the corporation in record form of the asserted omission or inaccuracy.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 5 - Corporations › Section 516 - Alternative standard

§ 516. Alternative standard.
(a) General rule.--
In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a domestic corporation may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon communities in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of section 512 (relating to standard of care, justifiable reliance and business judgment rule).
(b) Presumption.--
(Deleted by amendment).
(c) Cross reference.--
See section 511(b) (relating to alternative provisions).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Cross References.
Section 516 is referred to in sections 511, 512, 517 of this title.