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Filing of statement of summary of record by certain corporations - 15 Pa. Cons. Stat. § 1311Legal Research Home > Pennsylvania Statutes
§ 1311. Filing of statement of summary of record by certain
corporations.
(a) General rule.--Where any of the charter documents of a
business corporation are not on file in the Department of State
or there is an error in any such document as transferred to the
department pursuant to section 140 (relating to custody and
management of orphan corporate and business records), and the
corporation desires to file any document in the department under
any other provision of this subpart or the corporation desires
to secure from the department any certificate to the effect that
the corporation is a corporation duly incorporated and existing
under the laws of this Commonwealth or a certified copy of the
articles of the corporation or the corporation desires to
correct the text of its charter documents as on file in the
department, the corporation shall file in the department a
statement of summary of record which shall be executed by the
corporation and shall set forth:
(1) The name of the corporation and, subject to section
109 (relating to name of commercial registered office
provider in lieu of registered address), the location,
including street and number, if any, of its registered
office.
(2) The statute by or under which the corporation was
incorporated.
(3) The name under which, the manner in which and the
date on which the corporation was originally incorporated,
including the date when and the place where the original
articles were recorded.
(4) The place or places, including volume and page
numbers or their equivalent, where the documents that are not
on file in the department or that require correction in the
records of the department were originally filed or recorded,
the date or dates of each filing or recording and the correct
text of the documents. The information specified in this
paragraph may be omitted in a statement of summary of record
that is delivered to the department contemporaneously with
amended and restated articles of the corporation filed under
this subpart.
(5) (Deleted by amendment).
(6) (Deleted by amendment).
(b) Validation of prior defects in incorporation.--Upon the
filing of a statement by a corporation under this section or the
transfer to the department of the records relating to a
corporation pursuant to section 140, the corporation shall be
deemed to be a validly subsisting corporation to the same extent
as if it had been duly incorporated and was existing under this
subpart and the department shall so certify regardless of any
absence of or defect in the prior proceedings relating to
incorporation.
(c) Cross references.--See sections 134 (relating to
docketing statement), 135 (relating to requirements to be met by
filed documents) and 1106(b)(2) (relating to uniform application
of subpart).
(June 22, 2001, P.L.418, No.34, eff. 60 days)
Cross References. Section 1311 is referred to in section
9305 of this title.
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Last modified: November 27, 2007 |