Bill Information

An Act amending Titles 15 (Corporations and Unincorporated Associations) and 54 (Names) of the Pennsylvania Consolidated Statutes, modernizing the law on corporations and unincorporated associations by doing the following: Adding provisions applicable to associations generally on names, mergers, interest exchanges, conversions, divisions, domestications and registration of foreign associations to do business. Extensively revising preliminary provisions on general provisions, entities generally, entity transactions and foreign associations. As to business corporations, extensively revising: preliminary provisions on definitions, equitable relief and applicability; general incorporation provisions on names, articles of incorporation, applicability and notice to demand payment; management and ownership provisions on shareholder action; fundamental change provisions on omissions, termination, de facto transaction, proposals, special treatment of shares, submission of matters to shareholders, liabilities, merger, share exchange, sale of assets, division, conversion, voluntary dissolution and winding up; nonstock corporation provisions on application; statutory close corporation provisions on application; registered corporation provisions on call of special meetings of shareholders, shareholder transactions and management adoption of merger plans; management corporation provisions on application and bylaw and fundamental change procedures; professional corporation provisions on application and corporate name; insurance corporation provisions on application; benefit corporation provisions on applicability and election of status; and foreign business corporation provisions on admission, excluded activities, names, commencing business, certificates of authority, termination, address change after withdrawal, name registration, penalties, powers and duties, registered offices and domestication. As to nonprofit corporations, extensively revising: general provisions on definitions and applicability; incorporation provisions on corporate name, changes and reservation; management and ownership provisions on action; fundamental change provisions on filed plans, statement of termination, proposal of fundamental transactions, authorization, plans, notice, procedure, foreign corporations, articles, filing, effectiveness, resulting effect, merger, voluntary transfer of assets, division and conversion; and foreign nonprofit corporate provisions on admission, excluded activities, names, commencing business, certificates of authority, organic change, termination, address change after withdrawal, name registration, penalties, powers and duties, registered offices and domestication. As to cooperative corporations, extensively revising workers cooperative corporation provisions on definitions, nature and articles and terminating provisions on generation choices for customers of electric cooperatives. As to partnerships and limited liability companies, extensively revising: registered limited liability partnership provisions on name and foreign partnerships; limited partnership provisions on definitions, name, cancellation of certificate, merger and consolidation, nonjudicial dissolution, division and foreign limited partnerships; and limited liability company provisions on definitions, name, election, merger and consolidation, division and foreign companies. As to unincorporated associations, extensively revising: preliminary provisions on definitions; and professional associations provisions on applicability. As to business trusts, extensively revising provisions on creation, status and termination, on documentation and on foreign business trusts. In names: as to fictitious names, further providing for scope and registration; and as to corporate and associational names, further providing for a register and for decennial filings. Making editorial changes.