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Omission of certain provisions from filed plans - 15 Pa. Cons. Stat. § 1901

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                                CHAPTER 19
                           FUNDAMENTAL CHANGES

     Subchapter
        A.  Preliminary Provisions
        B.  Amendment of Articles
        C.  Merger, Consolidation, Share Exchanges and Sale of
            Assets
        D.  Division
        E.  Conversion
        F.  Voluntary Dissolution and Winding Up
        G.  Involuntary Liquidation and Dissolution
        H.  Postdissolution Provision for Liabilities

        Enactment.  Chapter 19 was added December 21, 1988, P.L.1444,
     No.177, effective October 1, 1989.
        Cross References.  Chapter 19 is referred to in sections
     1103, 1306, 1502, 1704, 2336, 2721 of this title.

                               SUBCHAPTER A
                          PRELIMINARY PROVISIONS

     Sec.
     1901.  Omission of certain provisions from filed plans.
     1902.  Statement of termination.
     1903.  Bankruptcy or insolvency proceedings.
     1904.  De facto transaction doctrine abolished.
     1905.  Proposal of fundamental transactions.
     1906.  Special treatment of holders of shares of same class or
            series.
     § 1901.  Omission of certain provisions from filed plans.
        (a)  General rule.--A plan as filed in the Department of
     State under any provision of this chapter may omit all
     provisions of the plan except provisions, if any:
            (1)  that are intended to amend or constitute the
        operative provisions of the articles of a corporation as in
        effect subsequent to the effective date of the plan; or
            (2)  that allocate or specify the respective assets and
        liabilities of the resulting corporations, in the case of a
        plan of division.
        (b)  Availability of full plan.--If any of the provisions of
     a plan are omitted from the plan as filed in the department, the
     articles of amendment, merger, consolidation, exchange, division
     or conversion shall state that the full text of the plan is on
     file at the principal place of business of the reclassifying,
     surviving or new or a resulting corporation and shall state the
     address thereof. A corporation that takes advantage of this
     section shall furnish a copy of the full text of the plan, on
     request and without cost, to any shareholder of any corporation
     that was a party to the plan and, unless all parties to the plan
     were closely held corporations, on request and at cost to any
     other person.
     (Dec. 19, 1990, P.L.834, No.198)

        1990 Amendment.  Act 198 amended the entire section,
     effective in four months as to subsec. (a)(2) and immediately as
     to the remainder of the section.
        Cross References.  Section 1901 is referred to in sections
     1926, 1931, 1954, 1963 of this title.

Last modified: November 27, 2007