reglab/statecodes huggingface dataset:
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article I - General Provisions › Chapter 19 - REGISTERED OFFICES AND ADDRESSES › REGISTERED OFFICES GENERALLY › Section 19.1 - Blind addresses prohibited

Current through Register Vol. 54, No. 28, July 13, 2024
In section 135(c) of the code (relating to requirements
						  to be met by filed documents) it is provided that whenever a provision of the
						  code or 54 Pa.C.S. (relating to names) requires that a person set forth an
						  address in a document, the provision will be construed to require the
						  submission of an actual street address or rural route box number, and the
						  Department will refuse to receive or file a document that fails to set forth an
						  address or sets forth only a post office box address.
This section cited in 19 Pa. Code §
														11.11 (relating to requirements to
							 be met by filed documents).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article I - General Provisions › Chapter 19 - REGISTERED OFFICES AND ADDRESSES › REGISTERED OFFICES GENERALLY › Section 19.2 - Change of commercial registered office address

Current through Register Vol. 54, No. 28, July 13, 2024
(a) In section 108 of the code (relating to
						change in location or status of registered office provided by agent) it is
						provided that 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 reflect the 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 of the associations represented by it by
						executing and filing in the Department a Form DSCB:15-108 (Statement of Change
						of Registered Office by Agent) with respect to each association represented by
						it.
(b) If the status of an agent
						as a provider of a registered office is terminated by the filing, the location
						of the registered office of the association represented is not affected, but
						the person formerly in care of the office thereafter does not have any
						responsibility with respect to matters tendered to the office in the name of
						the association represented. A plaintiff should make service of process on the
						actual principal place of business of the association represented, wherever
						situated, in order to minimize the risk of due process defects in the validity
						of any resulting judgment. As a result of changes in the law effected by the
						Judiciary Act Repealer Act (JARA), act of April 28, 1978 (P. L. 202, No. 53),
						the Department no longer receives or forwards service of process with respect
						to actions, proceedings or appeals against or affecting associations and other
						persons.
(c) It is not necessary
						for the association represented to take action to effect a termination of
						status of agent or other change of registered office as described in this
						section but the person representing the association is required to promptly
						furnish the association represented with a copy of the Form DSCB:15-108 as
						filed in the Department.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article I - General Provisions › Chapter 19 - REGISTERED OFFICES AND ADDRESSES › REGISTERED OFFICES GENERALLY › Section 19.3 - Name of commercial registered office provider in lieu of registered address

Current through Register Vol. 54, No. 28, July 13, 2024
(a) In section
						109 of the code (relating to name of commercial registered office provider in
						lieu of registered address) it is provided that where a provision of the code,
						but not 54 Pa.C.S. (relating to names), authorizes or requires the inclusion of
						a registered office address in a document filed in the Department, the person
						filing the document may substitute in lieu thereof the term "c/o" followed by:
(1) The name of an association or a division
						thereof that has filed in the Department, and not withdrawn, a written
						statement of the address of its commercial registered office.
(2) The name of a county of this Commonwealth
						and a statement that the registered office of the association represented shall
						be deemed for venue and official publication purposes to be located in the
						county so named. For venue and official publication purposes, the county so
						named controls over the address contained in the currently applicable
						statement.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article I - General Provisions › Chapter 19 - REGISTERED OFFICES AND ADDRESSES › REGISTERED OFFICES GENERALLY › Section 19.4 - Designation of venue county

Current through Register Vol. 54, No. 28, July 13, 2024
In section 135(c) of the code (relating to requirements
						  to be met by filed documents), it is provided that if a provision of that title
						  or of 54 Pa.C.S. (relating to names) requires that a person set forth an
						  address in a document, the provision shall be construed to require the
						  submission of an actual street address or rural route box number, and the name
						  of the county of this Commonwealth where the address is
						  located.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article I - General Provisions › Chapter 19 - REGISTERED OFFICES AND ADDRESSES › FORMS › Section 19.101 - Official forms

Current through Register Vol. 54, No. 28, July 13, 2024
The following form has been promulgated under this
						  chapter and appears in Appendix A:
Form DSCB:15-108 (Statement of Change of Registered
						  Office by Agent).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 21 - DOMESTICATION OF ASSOCIATIONS › GENERAL › Section 21.1 - Domestication of qualified foreign business and nonprofit corporations

Current through Register Vol. 54, No. 28, July 13, 2024
Section 4161 of the BCL and section 6161 of the NPCL
						  (relating to domestication) provide that:
(1) A qualified foreign business corporation
						may become a domestic business corporation by filing in the Department Form
						DSCB:15-4161/6161 (Articles of Domestication-Foreign Corporation).
(2) A qualified foreign nonprofit corporation
						may become a domestic nonprofit corporation by filing in the Department Form
						DSCB:15-4161/6161.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 21 - DOMESTICATION OF ASSOCIATIONS › GENERAL › Section 21.2 - Domestication of alien associations

Current through Register Vol. 54, No. 28, July 13, 2024
Section 161 of the code (relating to domestication of
						  certain alien associations) provides that an alien incorporated organization,
						  private law corporation, whether or not organized for business purposes, public
						  law corporation, partnership, proprietorship, joint venture, foundation, trust,
						  association or similar organization or entity, except an entity which is
						  entitled to file a Form DSCB:15-4161/6161 (Articles of Domestication-Foreign
						  Corporation), may become domesticated in this Commonwealth by filing in the
						  Department Form DSCB:15-161 (Statement of Domestication).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 21 - DOMESTICATION OF ASSOCIATIONS › GENERAL › Section 21.3 - Contingent domestication of certain alien associations

Current through Register Vol. 54, No. 28, July 13, 2024
Section 162(a) of the code (relating to contingent
						  domestication of certain foreign associations) provides that a foreign
						  incorporated organization, private law corporation, whether or not organized
						  for business purposes, public law corporation, partnership, proprietorship,
						  joint venture, foundation, trust, association or similar organization or
						  entity, except an entity governed by the laws of the United States, a state,
						  Puerto Rico or a possession or territory of the United States, may become a
						  contingent domestic association under the laws of the Commonwealth by filing in
						  the Department Form DSCB:15-162A (Statement of Contingent Domestication-Foreign
						  Business Corporation), Form DSCB:15-162B (Statement of Contingent
						  Domestication-Foreign Nonprofit Corporation) or Form DSCB:15-162C (Statement of
						  Contingent Domestication-Other), as appropriate.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 21 - DOMESTICATION OF ASSOCIATIONS › GENERAL › Section 21.4 - Confidential status of contingent domestication

Current through Register Vol. 54, No. 28, July 13, 2024
Form DSCB:15-162A (Statement of Contingent
						  Domestication-Foreign Business Corporation), Form DSCB:15-162B (Statement of
						  Contingent Domestication-Foreign Nonprofit Corporation) or Form DSCB:15-162C
						  (Statement of Contingent Domestication-Other) and papers and information
						  relating thereto are confidential and not available for public inspection until
						  the entity files in the Department Form DSCB:15-162D (Statement of Consummation
						  of Domestication).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 21 - DOMESTICATION OF ASSOCIATIONS › GENERAL › Section 21.5 - Effect of filing statement of consummation of domestication

Current through Register Vol. 54, No. 28, July 13, 2024
Section 162(c) of the code (relating to contingent
						  domestication of certain foreign associations) provides that upon the filing of
						  Form DSCB:15-162D (Statement of Consummation of Domestication), and until the
						  filing by the entity in the Department of Form DSCB:15-162E (Statement of
						  Termination of Domestication), the entity has the same status under the laws of
						  the Commonwealth as if it had filed in the Department Form DSCB:15-4161/6161
						  (Articles of Domestication-Foreign Corporation).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 21 - DOMESTICATION OF ASSOCIATIONS › GENERAL › Section 21.6 - Execution

Current through Register Vol. 54, No. 28, July 13, 2024
A document filed under section 162 of the code
						  (relating to contingent domestication of certain foreign associations) shall be
						  signed by an authorized person.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 21 - DOMESTICATION OF ASSOCIATIONS › GENERAL › Section 21.7 - Annual renewal

Current through Register Vol. 54, No. 28, July 13, 2024
Section 162(h) of the code (relating to contingent
						  domestication of certain foreign associations), provides that a statement of
						  contingent domestication expires at the end of the calendar year in which filed
						  unless the entity between October 1 and December 31 of each year files in the
						  Department Form DSCB:15-162F (Application for Renewal of Contingent or
						  Temporary Domestication Status), which extends the availability or
						  applicability of the contingent domestication, including temporary domiciliary
						  status, during the following year.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 21 - DOMESTICATION OF ASSOCIATIONS › FORMS › Section 21.51 - Official forms

Current through Register Vol. 54, No. 28, July 13, 2024
The following official forms have been promulgated
						  under this chapter and appear in Appendix A:
Form DSCB:15-161 (Statement of Domestication).
Form DSCB:15-162A (Statement of Contingent
						  Domestication-Foreign Business Corporation).
Form DSCB:15-162B (Statement for Contingent
						  Domestication-Foreign Nonprofit Corporation).
Form DSCB:15-162C (Statement of Contingent
						  Domestication-Other).
Form DSCB:15-162D (Statement of Consummation of
						  Domestication).
Form DSCB:15-162E (Statement of Termination of
						  Domestication).
Form DSCB:15-162F (Application for Renewal of
						  Contingent or Temporary Domestication Status).
Form DSCB:15-4161/6161 (Articles of
						  Domestication-Foreign Corporation).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.2 - Incorporators

Current through Register Vol. 54, No. 28, July 13, 2024
(a) One or more
						corporations or natural persons of full age may incorporate a business
						corporation.
(b) A foreign
						corporation for profit or a foreign corporation not-for-profit may incorporate
						a business corporation. It is not necessary that the incorporator corporation
						be qualified to do business in this Commonwealth.
(c) Full age means 18 years of age or
						older.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.3 - Business corporation names

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
						Section 1303(a) of the BCL (relating to corporate name) requires that the
						corporate name of a business corporation contain one of the following corporate
						designators:
(1) Corporation.
(2) Corp.
(3) Company.
(4) Co.
(5) Incorporated.
(6) Inc.
(7) Limited.
(8) Ltd.
(9) Association.
(10) Fund.
(11) Syndicate.
(12) Words or abbreviations of like import in
						languages other than English.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.4 - Stated purposes

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Section
						1102(c) of the BCL (relating to application of subpart) prohibits the
						incorporation under the BCL of a corporation having stated purposes for which a
						corporation might be incorporated under one or more of the following statutes:
(1) The Savings Association Code.
(2) The Banking Code.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.5 - Term of existence

Current through Register Vol. 54, No. 28, July 13, 2024
The term of existence of a business corporation may be
						  limited in the articles of incorporation. Section 1306(a)(6) of the BCL
						  (relating to articles of incorporation) provides that the duration of a
						  corporation is perpetual absent a provision in the articles setting forth a
						  limited term. Section 1502(a)(1) of the BCL (relating to general powers)
						  provides that every business corporation shall have perpetual succession unless
						  a limited duration is specified in its articles and provides in section
						  1914(c)(2)(ii) of the BCL (relating to adoption of amendments) that unless
						  otherwise restricted in the articles, the board of directors may, without the
						  approval of the shareholders, amend the articles of incorporation of the
						  corporation to provide for perpetual existence.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.6 - Share structure

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Section
						1306(a)(4) of the BCL (relating to articles of incorporation) requires that the
						articles of incorporation of a business corporation organized on a stock share
						basis set forth the aggregate number of shares which the corporation shall have
						authority to issue. It is not necessary to set forth in the articles of
						incorporation the designations of the classes of shares of the corporation, or
						the maximum number of shares of each class that may be issued.
(b) The articles of incorporation of a
						business corporation may set forth a statement of the voting rights,
						designations, preferences, limitations and special rights in respect of the
						shares of a class or a series of a class, the fixing of which by the articles
						of incorporation is desired.
(c)
						The articles of incorporation of a business corporation may set forth a
						statement of authority vested in the board of directors to divide the
						authorized and unissued shares into classes or series, or both, and to
						determine for the class or series its voting rights, designations, preferences,
						limitations and special rights. A typical provision of the articles conferring
						the authority reads as follows:
The aggregate number of shares which the corporation
						  shall have the authority to issue is 2,000 shares. The board of directors shall
						  have the full authority permitted by law to fix by resolution full, limited,
						  multiple or fractional, or no voting rights, and such designations,
						  preferences, limitations and other special rights of any class or any series of
						  any class that may be desired.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.7 - Subscription by incorporator unnecessary

Current through Register Vol. 54, No. 28, July 13, 2024
Section 1306(a)(5) of the BCL (relating to articles of
						  incorporation) requires that the articles of incorporation of a business
						  corporation set forth the name and post office address of the incorporator or
						  of each of the incorporators. A statement of the number of shares subscribed by
						  each incorporator is not required and incorporators are not required to be
						  shareholders.
This section cited in 19 Pa. Code §
														33.2 (relating to
							 incorporators).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.8 - Naming of the first directors in the articles

Current through Register Vol. 54, No. 28, July 13, 2024
(a) The first directors of the corporation
						may be named in the articles of incorporation.
(b) Section 1306(b) of the BCL (relating to
						articles of incorporation) provides that the naming of directors in the
						articles of incorporation constitutes an affirmation that the directors have
						consented in writing to serve as directors.
(c) If directors are not named in the
						articles of incorporation, section 1310 of the BCL (relating to organization
						meeting) provides that they shall be elected by the incorporators.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.9 - Cumulative voting for directors

Current through Register Vol. 54, No. 28, July 13, 2024
Sections 1306(a)(8) and 1758(c)(1) of the BCL (relating
						  to articles of incorporation; and voting rights of shareholders) authorize the
						  articles of incorporation of a business corporation to set forth a statement
						  eliminating the right of shareholders to cumulate their votes for the election
						  of directors. The statement in the articles eliminating cumulative voting
						  usually reads as follows:
The shareholders of the corporation shall not have the
						  right to cumulate their votes for the election of directors of the
						  corporation.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.10 - Preemptive rights

Current through Register Vol. 54, No. 28, July 13, 2024
Sections 1306(a)(8) and 1530(a) of the BCL (relating to
						  articles of incorporation; and preemptive rights of shareholders) authorizes
						  the articles of incorporation of a business corporation to set forth provisions
						  granting or denying to shareholders preemptive rights to subscribe to some or
						  all issues of shares or securities of the corporation and provides that unless
						  otherwise provided in the articles of a business corporation, a business
						  corporation may issue shares, option rights or securities having conversion or
						  option rights, without first offering them to shareholders of a class. See
						  §
												27.7 (relating to preemptive
						  rights).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.11 - Action by partial written consent of shareholders

Current through Register Vol. 54, No. 28, July 13, 2024
Section 1766(b) of the BCL (relating to consent of
						  shareholders in lieu of meeting) authorizes the articles of incorporation of a
						  business corporation or a bylaw adopted by the shareholders of a nonregistered
						  corporation to provide that action by the shareholders without a meeting may be
						  taken by the written consent of shareholders who would have been entitled to
						  cast the minimum number of votes that would be necessary to authorize the
						  action at a meeting at which all shareholders entitled to vote thereon were
						  present and voting. The following language is sometimes inserted in the
						  articles of incorporation:
Any action which may be taken at a meeting of
						  shareholders or of a class of shareholders may be taken without a meeting if a
						  consent or consents in writing to such action, setting forth the action so
						  taken, shall be signed by shareholders entitled to cast the minimum number of
						  votes that would be necessary to authorize the action at a meeting at which all
						  shareholders entitled to vote thereon were present and
						  voting.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.12 - Removal of directors without cause

Current through Register Vol. 54, No. 28, July 13, 2024
Section 1726(a)(1) and (4) of the BCL (relating to
						  removal of directors) provides that the shareholders of a corporation which
						  does not have a board of directors divided into classes by action of the
						  shareholders have a statutory right to remove the entire board of directors, or
						  a class of the board, or an individual director, without assigning a cause,
						  unless otherwise provided in the articles or a bylaw adopted by the
						  shareholders. The bylaws may not prevent the removal by the unanimous vote or
						  consent of the shareholders entitled to vote thereon. The statement in the
						  articles eliminating this shareholder right of removal usually reads as
						  follows:
The entire board of directors, any class of the board,
						  or any individual director may be removed from office by the shareholders
						  without assigning any cause only by the unanimous vote or consent of the
						  shareholders entitled to vote thereon.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.13 - Shareholder right to call special meetings of shareholders

Current through Register Vol. 54, No. 28, July 13, 2024
Section 1755(b)(2) of the BCL (relating to time of
						  holding meetings of shareholders) provides that, unless otherwise provided in
						  the articles, the shareholders entitled to cast at least 20% of the votes that
						  all shareholders are entitled to cast at the particular meeting may call a
						  special meeting of the shareholders. Section 2521 of the BCL (relating to call
						  of special meetings of shareholders) provides that the shareholders of a
						  registered corporation shall have no statutory right to call a special meeting
						  of the shareholders. The statement in the articles eliminating this shareholder
						  right to call a special meeting of the shareholders of a nonregistered
						  corporation usually reads as follows:
The shareholders of the corporation shall not be
						  entitled to call a special meeting of the shareholders of the
						  corporation.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.14 - Shareholder right to petition for amendment of the articles

Current through Register Vol. 54, No. 28, July 13, 2024
Section 1912(a)(2) of the BCL (relating to proposal of
						  amendments) provides that, unless otherwise provided in the articles, the
						  shareholders entitled to cast at least 10% of the votes that all shareholders
						  are entitled to cast thereon may by petition propose an amendment to the
						  articles of the corporation. Section 2535 of the BCL (relating to proposal of
						  amendment to articles) provides that the shareholders of a registered
						  corporation shall have no statutory right to propose amendments. The statement
						  in the articles eliminating this shareholder right to petition for an amendment
						  of the articles of a nonregistered corporation usually reads as follows:
The shareholders of the corporation shall not be
						  entitled by petition or otherwise to propose an amendment to the articles of
						  the corporation.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › GENERAL › Section 23.15 - Other provisions in the articles

Current through Register Vol. 54, No. 28, July 13, 2024
Section 1306(a)(8) of the BCL (relating to articles of
						  incorporation) authorizes the articles of incorporation of a business
						  corporation to contain other provisions, subject to certain enumerated
						  exceptions, which the incorporator may choose to insert if one of the following
						  exists:
(1) A section of the BCL
						authorizes or requires provisions pertaining to that subject matter to be set
						forth in the articles or bylaws of a business corporation or in an agreement or
						other instrument.
(2) The
						provisions, whether or not specifically authorized by the BCL, relate to the
						purpose of the corporation, the management of its business or affairs or to the
						rights, powers or duties of its security holders, directors or
						officers.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › ADVERTISEMENT › Section 23.31 - General

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Section 1307 of
						the BCL (relating to advertisement) requires that the incorporators advertise
						their intention to file, or the corporation advertise the filing of, articles
						of incorporation with the Department one time in two newspapers published in
						the English language, one of which shall be a newspaper of general circulation,
						and the other the legal newspaper, if any, designated by the rules of the court
						for the publication of legal notices, otherwise, in two newspapers of general
						circulation, published in the county in which the initial registered office of
						the corporation is to be located. If there is only one newspaper of general
						circulation published in a county, advertisement in that newspaper is
						sufficient. Advertisements may appear prior to or after the day the articles of
						incorporation are filed with the Department, and shall set forth briefly the
						following:
(1) The name of the proposed
						corporation.
(2) A statement that
						the corporation is to be or has been organized under the BCL.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › ANNUAL REPORT INFORMATION › Section 23.51 - Annual report information

Current through Register Vol. 54, No. 28, July 13, 2024
Section 1110 of the BCL (relating to annual report
						  information) requires the Department to make available as public information
						  for inspection and copying the names of the president, vice-president,
						  secretary and treasurer of corporations for profit as annually forwarded to the
						  Department by the Department of Revenue under section 403(a)(3) of the Tax
						  Reform Code of 1971 (72 P. S. §
													7403(a)(3)). See also §
												41.52 (relating to annual
						  reports).
This section cited in 19 Pa. Code §
														13.31 (relating to searches and
							 information; telephone inquiries).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 23 - BUSINESS CORPORATIONS GENERALLY › FORMS › Section 23.101 - Official forms

Current through Register Vol. 54, No. 28, July 13, 2024
The following official forms have been promulgated
						  under the provisions set forth in this chapter and appear in Appendix A.
Form DSCB:15-1306/2102/2303/2702/2903/3101/7102A
						  (Articles of Incorporation-For Profit).
Form DSCB:15-1341 (Statement of Revival-Domestic
						  Business Corporation).
Form DSCB:15-1507/4144/5507/6144/8506 (Statement of
						  Change of Registered Office).
Form DSCB:15-1522 (Statement With Respect to
						  Shares-Domestic Business Corporation).
Form DSCB:15-1902 (Statement of Termination-Business
						  Corporation).
Form DSCB:15-1915 (Articles of Amendment-Domestic
						  Business Corporation).
Form DSCB:15-1926 (Articles of Merger-Domestic Business
						  Corporation).
Form DSCB:15-1931 (Articles of Exchange-Domestic
						  Business Corporation).
Form DSCB:15-1954 (Articles of Division-Business
						  Corporation).
Form DSCB:15-1963 (Articles of Conversion-Domestic
						  Business to Nonprofit Corporation).
Form DSCB:15-1971 (Articles of Dissolution by
						  Shareholders Before Commencement of Business-Domestic Business
						  Corporation).
Form DSCB:15-1977 (Articles of Dissolution-Domestic
						  Business Corporation).
Form DSCB:15-1989 (Articles of Involuntary
						  Dissolution-Domestic Business Corporation).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 25 - NONSTOCK CORPORATIONS › GENERAL › Section 25.2 - Applicability of nonstock corporation provisions

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Section 2101 of the BCL (relating to
						application and effect of chapter) provides for three types of nonstock
						corporations:
(1) Business corporations which
						have:
(i) Incorporated on Form
						DSCB:15-1306/2102/2303/2702/2903/3101/7102A (Articles of Incorporation-For
						Profit) with a nonstock election indicated.
(ii) Elected to become nonstock corporations
						by filing Form DSCB: 15-2104 (Articles of Amendment-Election of Nonstock
						Status-Domestic Business Corporation).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 25 - NONSTOCK CORPORATIONS › GENERAL › Section 25.3 - Additional contents of articles of nonstock corporations

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Section 2102 of the BCL (relating to
						formation of nonstock corporations) provides that in addition to the provisions
						otherwise required by the code, the articles of a nonstock corporation shall
						set forth:
(1) A heading stating the name of
						the corporation and that it is a nonstock corporation.
(2) In lieu of required statements relating
						to shares or share structure, the fact that the corporation is organized on a
						nonstock basis.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 25 - NONSTOCK CORPORATIONS › GENERAL › Section 25.4 - Election of existing corporation to become a nonstock corporation

Current through Register Vol. 54, No. 28, July 13, 2024
Section 2104 of the BCL (relating to election of an
						  existing business corporation to become a nonstock corporation) provides that a
						  business corporation may become a nonstock corporation by filing Form
						  DSCB:152-104 (Articles of Amendment-Election of Nonstock Status-Domestic
						  Business Corporation).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 25 - NONSTOCK CORPORATIONS › GENERAL › Section 25.5 - Termination of nonstock corporation status

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Section 2105 of the BCL (relating to
						termination of nonstock corporation status) provides that a nonstock
						corporation may voluntarily terminate its status by adopting a plan of
						conversion as provided in the code and filing Form DSCB:15-1915 (Articles of
						Amendment-Domestic Business Corporation) which delete from its articles:
(1) The caption stating that it is a nonstock
						corporation.
(2) The provisions
						contemplated by §
													25.3 (relating to additional
						contents of articles of nonstock corporations).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 25 - NONSTOCK CORPORATIONS › FORMS › Section 25.101 - Official forms

Current through Register Vol. 54, No. 28, July 13, 2024
The following official form has been promulgated under
						  this chapter and appears in Appendix A.
Form DSCB:15-2104 (Articles of Amendment-Election of
						  Nonstock Status-Domestic Business Corporation).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 27 - STATUTORY CLOSE CORPORATIONS › GENERAL › Section 27.1 - General checklist for incorporating statutory close corporations. [Reserved]

Current through Register Vol. 54, No. 28, July 13, 2024
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 27 - STATUTORY CLOSE CORPORATIONS › GENERAL › Section 27.2 - Applicability of statutory close corporation provisions

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Section 1103 of the BCL (relating to
						definitions) provides for two types of close corporations:
(1) Statutory close corporations, which are
						business corporations which have done one of the following:
(i) Incorporated on Form
						DSCB:15-1306/2102/2303/2702/2903/3101/7702A (Articles of Incorporation-For
						Profit) with a statutory close corporation election indicated, or on the
						corresponding form under prior law.
(ii) Elected to become statutory close
						corporations by filing Form DSCB:15-2305 (Articles of Amendment-Election of
						Statutory Close Corporation Status-Domestic Business Corporation), or the
						corresponding form under prior law. See section 2301(a) of the BCL (relating to
						application and effect of chapter).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 27 - STATUTORY CLOSE CORPORATIONS › GENERAL › Section 27.3 - Additional contents of articles of statutory close corporations

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Section 2304 of
						the BCL (relating to additional contents of articles of statutory close
						corporations) provides that in addition to the provisions otherwise required by
						the BCL, the articles of a statutory close corporation shall provide that
						neither the corporation nor a shareholder may make an offering of its shares of
						any class that would constitute a public offering within the meaning of the
						Securities Act of 1933 (15
						U.S.C.A. §§
													77a-77aa)
						and that the articles of a statutory close corporation may set forth:
(1) The maximum number of persons who are
						entitled to be record holders or beneficial owners of its shares.
(2) The qualifications of shareholders,
						either by specifying classes of persons who shall be entitled to be holders of
						record of shares of any class or by specifying classes of persons who are not
						entitled to be holders of shares of a class, or both.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 27 - STATUTORY CLOSE CORPORATIONS › GENERAL › Section 27.4 - Election of existing corporation to become a statutory close corporation

Current through Register Vol. 54, No. 28, July 13, 2024
Section 2305 of the BCL (relating to election of an
						  existing business corporation to become a statutory close corporation) provides
						  that a business corporation may become a statutory close corporation by filing
						  Form DSCB: 15-2305 (Articles of Amendment-Election of Statutory Close
						  Corporation Status-Domestic Business Corporation).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 27 - STATUTORY CLOSE CORPORATIONS › GENERAL › Section 27.5 - Voluntary termination of statutory close corporation status

Current through Register Vol. 54, No. 28, July 13, 2024
Section 2307 of the BCL (relating to voluntary
						  termination of statutory close corporation status by amendment of articles)
						  provides that a statutory close corporation may voluntarily terminate its
						  status by filing Form DSCB:15-1915 (Articles of Amendment-Domestic Business
						  Corporation) which delete from its articles:
(1) The caption stating that it is a
						statutory close corporation.
(2)
						The provisions contemplated by §
												27.3 (relating to additional
						contents of articles of statutory close corporations).
This section cited in 19 Pa. Code §
														27.6 (relating to filings with
							 respect to breach and cure of qualifying
							 conditions).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 27 - STATUTORY CLOSE CORPORATIONS › GENERAL › Section 27.6 - Filings with respect to breach and cure of qualifying conditions

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Section 2309(a)
						of the BCL (relating to involuntary termination of statutory close corporation
						status; proceeding to prevent loss of status) provides that if an event occurs
						as a result of which the provision included in the articles of a statutory
						close corporation under §
												27.3 (relating to additional
						contents of articles of statutory close corporations) to qualify it as a
						statutory close corporation has been breached, the status of the business
						corporation as a statutory close corporation shall terminate unless:
(1) Within 30 days after the occurrence of
						the event or within 30 days after the event has been discovered, whichever is
						later, the corporation:
(i) Files in the
						Department Form DSCB: 15-2309A (Statement of Breach of Qualifying
						Condition-Statutory Close Corporation-Domestic Business Corporation).
(ii) Furnishes a copy of the statement to
						each shareholder.
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 27 - STATUTORY CLOSE CORPORATIONS › GENERAL › Section 27.7 - Preemptive rights

Current through Register Vol. 54, No. 28, July 13, 2024
Section 2321(b) of the BCL (relating to shares)
						  provides that unless otherwise provided in a bylaw adopted by the shareholders,
						  the holders of a class of voting shares of a statutory close corporation shall
						  have a preemptive right to subscribe for or purchase voting shares, or option
						  rights or securities having conversion or option rights with respect to voting
						  shares, issued or sold by the corporation for consideration, except an issue of
						  voting shares, or of option rights or securities having conversion or option
						  rights with respect to the voting shares, under a plan to which Chapter 15,
						  Subchapter D of the BCL (relating to dissenters rights) is
						  applicable.
This section cited in 19 Pa. Code §
														23.10 (relating to preemptive
							 rights).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 27 - STATUTORY CLOSE CORPORATIONS › FORMS › Section 27.101 - Official forms

Current through Register Vol. 54, No. 28, July 13, 2024
The following official forms have been promulgated
						  under this chapter and appear in Appendix A:
Form DSCB:15-2305 (Articles of Amendment-Election of
						  Statutory Close Corporation Status-Domestic Business Corporation).
Form DSCB:15-2309A (Statement of Breach of Qualifying
						  Condition-Statutory Close Corporation-Domestic Business Corporation).
Form DSCB:15-2309B (Statement of Cure of Breach of
						  Qualifying Condition-Statutory Close Corporation-Domestic Business
						  Corporation).
Pennsylvania Code › Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS › Part I - Department of State › Subpart B - Bureau of Corporations and Charitable Organizations › Article II - Domestic Corporation Matters › Chapter 29 - REGISTERED CORPORATIONS › Section 29.1 - Applicability of registered corporation provisions

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Section 2502 of the BCL (relating to
					 registered corporation status) provides that a registered corporation is a
					 domestic business corporation that meets one of the following conditions:
(1) Has a class or series of shares entitled
					 to vote generally in the election of directors of the corporation registered
					 under the Securities Exchange Act of 1934 (15 U.S.C.A. §§
													78a-78kk).
(2) Is registered as a management company
					 under the Investment Company Act of 1940 (15 U.S.C.A. §§
													80a-1-80 a-64).
(3) Is subject to the reporting obligations
					 imposed by section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.A. §
													78o(d)) by reason of having
					 filed a registration statement which has become effective under the Securities
					 Act of 1933 (15 U.S.C.A.
					 §§
													77a-77aa) relating to
					 shares of a class or series of its equity securities entitled to vote generally
					 in the election of directors.
(4)
					 Is a corporation all of the shares of which are owned, directly or indirectly,
					 by one or more registered corporations or foreign corporations for profit
					 described in section 4102(b) of the BCL (relating to foreign domiciliary
					 corporations).