2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 2 - Entities Generally › Section 227 - Statement of validation

§ 227. Statement of validation.
(a) General rule.--
If a defective entity action ratified under this subchapter would have required under any other section of this title a filing in accordance with this title, the ratifying entity shall deliver to the department for filing a statement of validation in accordance with this section, regardless of whether a filing was previously made in respect of the defective entity action and in lieu of a filing otherwise required by this title. The statement of validation shall serve to amend or substitute for any other filing with respect to the defective entity action required by this title.
(b) Contents.--
The statement of validation must be signed by the ratifying entity and set forth:
(1) the name of the ratifying entity;
(2) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address of its registered office, including street and number, if any, in this Commonwealth;
(3) the defective entity action that is the subject of the statement of validation, including, in the case of any defective entity action involving the issuance of putative interests, the number and type of putative interests issued and the date or dates upon which the putative interests were purported to have been issued;
(4) the date of the defective entity action;
(5) the nature of the failure of authorization in respect of the defective entity action;
(6) a statement that the defective entity action was ratified in accordance with this subchapter, including the date on which the governors ratified the defective entity action and the date, if any, on which the interest holders approved the ratification of the defective entity action; and
(7) the following information with respect to previous documents delivered to the department by the ratifying entity or by a previous entity:
(i) if a document was previously filed by the department in respect to the defective entity action and no changes to the filing are required to give effect to the ratification of the defective entity action, the statement of validation must:
(A) state the name of the entity filing the statement of validation and the statute under which it was incorporated or formed;
(B) state the name, title and filing date of the filing previously made and any previous statement of correction to that filing; and
(C) have attached a copy of the filing previously made, together with any previous statement of correction to that filing.
(ii) if a document was previously filed by the department in respect to the defective entity action and the filing requires a change to give effect to the ratification of the defective entity action, the statement of validation must:
(A) state the name of the entity filing the statement of validation and the statute under which it was incorporated or formed;
(B) state the name, title and filing date of the filing previously made and any previous statement of correction to that filing;
(C) have attached a filing containing all of the information required to be included under the applicable section or sections of this title to give effect to the defective entity action; and
(D) state the date and time that the filing attached to the statement of validation is deemed to have become effective; or
(iii) if a document was not previously filed by the department in respect to the defective entity action and the defective entity action would have required a filing under any other section of this title, the statement of validation must:
(A) state the name of the entity filing the statement of validation and the statute under which it was incorporated or formed;
(B) have attached a document containing all of the information required to be included under the applicable section or sections of this title to give effect to the defective entity action; and
(C) state the date and time that the document is deemed to have become effective.
(c) Additional filing fee.--
In addition to the filing fee required under section 153 (relating to fee schedule) for the statement of validation, if the statement of validation relates to a situation described in subsection (b)(7)(iii), the entity shall also pay a fee equal to the filing fee for that document required by section 153 at the time the statement of validation is delivered for filing.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 added section 227.
Cross References. Section 227 is referred to in sections 153, 221 of this title.