2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 312 - Definitions

§ 312. Definitions.
(a) Definitions.--
The following words and phrases when used in this chapter shall have the meanings given to them in this subsection unless the context clearly indicates otherwise:
"Acquired association."
The domestic entity or foreign association, all of one or more classes or series of interests in which are acquired in an interest exchange.
"Acquiring association."
The domestic entity or foreign association that acquires all of one or more classes or series of interests of the acquired association in an interest exchange.
"Conversion."
(Deleted by amendment).
"Converted association."
The converting association as it continues in existence after a conversion.
"Converting association."
The domestic entity or domestic banking institution that approves a plan of conversion pursuant to section 353 (relating to approval of conversion) or the foreign association that approves a conversion pursuant to the laws of its jurisdiction of formation.
"Dividing association."
The domestic entity that approves a plan of division pursuant to section 363 (relating to approval of division) or 364 (relating to division without interest holder approval) or the foreign association that approves a division pursuant to the laws of its jurisdiction of formation.
"Division."
(Deleted by amendment).
"Domesticated entity."
The domesticating entity as it continues in existence after a domestication.
"Domesticating entity."
The domestic entity that approves a plan of domestication pursuant to section 373(a) (relating to approval of domestication) or the foreign entity that approves a domestication pursuant to section 373(b).
"Domestication."
(Deleted by amendment).
"Interest exchange."
(Deleted by amendment).
"Interest holder liability."
Either of the following:
(1) Personal liability for a liability of an association that is imposed on a person either:
(i) Solely by reason of the status of the person as an interest holder.
(ii) By the organic rules of the association that make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.
(2) An obligation of an interest holder under the organic rules of an association to contribute to the association.
"Merger."
(Deleted by amendment).
"Merging association."
A domestic entity, domestic banking institution or foreign association that is a party to a merger under Subchapter C (relating to merger) and exists immediately before the merger becomes effective.
"New association."
An association that is created by a division.
"Plan."
A plan of merger, plan of interest exchange, plan of conversion, plan of division or plan of domestication, as applicable.
"Protected agreement."
Either of the following:
(1) A record evidencing indebtedness and any related agreement in effect on July 1, 2015.
(2) A protected governance agreement.
"Protected governance agreement."
Either of the following:
(1) The organic rules of a domestic entity or foreign association in effect on July 1, 2015.
(2) An agreement that is binding on any of the governors or interest holders of a domestic entity or foreign association on July 1, 2015.
"Registered office."
In the case of a domestic banking institution that is a corporation, the principal place of business of the corporation set forth in its articles of incorporation as required by section 1004 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.
"Resulting association."
A dividing association, if it survives the division, or a new association.
"Special treatment."
A provision of a plan permitted by section 329 (relating to special treatment of interest holders).
"Surviving association."
The domestic entity, domestic banking institution or foreign association that continues in existence after or is created by a merger under Subchapter C.
(b) Index of definitions.--
Following is a nonexclusive list of definitions in section 102 (relating to definitions) that apply to this chapter:
"Act"
or
"action."
"Banking institution."
"Conversion."
"Department."
"Dissenters rights."
"Division."
"Domestic entity."
"Domestication."
"Entity."
"Filing entity."
"Foreign entity."
"Governor."
"Interest."
"Interest exchange."
"Interest holder."
"Merger."
"Obligation."
"Organic law."
"Organic rules."
"Private organic rules."
"Property."
"Public organic record."
"Record form."
"Registered foreign association."
"Representative."
"Sign."
"Transfer."
"Type."
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsec. (b) and deleted the defs. of "conversion," "division," "domestication," "interest exchange" and "merger" in subsec. (a).
Cross References. Section 312 is referred to in section 221 of this title.