2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 355 - Statement of conversion; effectiveness

§ 355. Statement of conversion; effectiveness.
(a) General rule.--
A statement of conversion shall be signed by the converting association and delivered to the department for filing along with the certificates, if any, required by section 139 (relating to tax clearance of certain fundamental transactions).
(b) Contents.--
A statement of conversion shall contain all of the following:
(1) With respect to the converting association:
(i) its name;
(ii) its jurisdiction of formation;
(iii) its type;
(iv) the date on which it was first created, incorporated, formed or otherwise came into existence;
(v) if it is a domestic filing association, the statute under which it was first created, incorporated, formed or otherwise came into existence;
(vi) if it is a domestic filing association, domestic limited liability partnership or registered foreign association:
(A) the address of its registered office, including street and number, if any, in this Commonwealth, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address); or
(B) if it is not required to maintain a registered office in this Commonwealth, the address, including street and number, if any, of its principal office;
(vii) if it is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office; and
(viii) if it is a nonregistered foreign association, the address, including street and number, if any, of:
(A) its registered or similar office, if any, required to be maintained by the laws of its jurisdiction of formation; or
(B) if it is not required to maintain a registered or similar office, its principal office.
(2) With respect to the converted association:
(i) its name;
(ii) its jurisdiction of formation;
(iii) its type;
(iv) if it is a domestic filing association, domestic limited liability partnership or registered foreign association:
(A) the address of its registered office, including street and number, if any, in this Commonwealth, subject to section 109; or
(B) if it is not required to maintain a registered office in this Commonwealth, the address, including street and number, if any, of its principal office;
(v) if it is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office; and
(vi) if it is a nonregistered foreign association, the address, including street and number, if any, of:
(A) its registered or similar office, if any, required to be maintained by the laws of its jurisdiction of formation; or
(B) if it is not required to maintain a registered or similar office, its principal office.
(3) If the statement of conversion is not to be effective on filing, the later date or date and time on which it will become effective.
(4) If the converting association is a domestic association, a statement that the plan of conversion was approved in accordance with this chapter or, if the converting association is a foreign association, a statement that the conversion was approved by the foreign association in accordance with the laws of its jurisdiction of formation.
(5) If the converted association is a domestic filing entity or domestic banking institution, its public organic record as an attachment. The public organic record does not need to state the name or address of an incorporator of a corporation, organizer of a limited liability company or similar person with respect to any other type of entity.
(6) If the converted association is a domestic limited liability partnership or a domestic limited liability limited partnership that is not using the alternative procedure in section 8201(f) (relating to scope), its statement of registration as an attachment.
(7) If the converted association is a domestic electing partnership, its statement of election as an attachment.
(8) (Deleted by amendment).
(c) Other provisions.--
In addition to the requirements of subsection (b), a statement of conversion may contain any other provision not prohibited by law.
(d) Domestic converted association.--
If the converted association is a domestic association, its public organic record, if any, must satisfy the requirements of the laws of this Commonwealth, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(e) Filing of plan.--
A plan of conversion that is signed by the converting association and meets all the requirements of subsection (b) may be delivered to the department for filing instead of a statement of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this subsection, references in this chapter to a statement of conversion refer to the plan of conversion filed under this subsection.
(f) Effectiveness of statement of conversion.--
A statement of conversion is effective as provided in section 136(c) (relating to processing of documents by Department of State).
(g) Effectiveness of conversion.--
If the converted association is a domestic association, the conversion is effective when the statement of conversion is effective. If the converted association is a foreign association, the conversion is effective on the later of:
(1) the date and time provided by the organic law of the converted association; or
(2) when the statement of conversion is effective.
(h) 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 deleted subsec. (b)(8).