15 Pennsylvania Consolidated Statutes Chapter 3 - Entity Transactions

• Chapter Notes

Subchapter A.  Preliminary Provisions

• Section 311 - Short Title Of Chapter
  This chapter shall be known and may be cited as the Entity Transactions Law.
• Section 312 - Definitions
  (a) Definitions.--The following words and phrases when used in this chapter shall have the meanings given to them in this subsection unless the context...
• Section 313 - Relationship Of Chapter To Other Provisions Of Law
  (a) Antitakeover provisions.--A transaction under this chapter to which a registered corporation is a party may not impair any right or obligation that a...
• Section 314 - Regulatory Conditions And Required Notices And Approvals
  (a) Regulatory approvals.--If laws of this Commonwealth other than this chapter requires notice to or the approval of a governmental agency or officer of...
• Section 315 - Nature Of Transactions
  The fact that a sale or conversion of the interests in or assets of an association or a transaction under a particular subchapter produces...
• Section 316 - Contents Of Plan
  (a) Omission of certain provisions.--A plan as delivered to the department for filing under any provision of this chapter in lieu of a statement...
• Section 317 - Contractual Dissenters Rights In Entity Transactions
  (a) General rule.--An interest holder of a domestic entity other than a nonprofit corporation or unincorporated nonprofit association shall be entitled to contractual dissenters...
• Section 318 - Excluded Entities And Transactions
  (a) Excluded entities.--The following entities may not participate in a transaction under this chapter: (1) A cooperative corporation subject to Chapter 73 (relating to...
• Section 319 - Party To Plan Or Transaction
  An association that approves a plan in its capacity as an interest holder or creditor of a domestic or foreign association that is a...
• Section 320 - Submission Of Matters To Interest Holders
  (a) General rule.--A domestic association may agree, in record form, to submit a plan to its interest holders whether or not the governors determine,...

Subchapter B.  Approval of Entity Transactions

• Section 321 - Approval By Business Corporation
  (a) Proposal of plan.--Except where the approval of the board of directors is unnecessary pursuant to section 330 (relating to alternative means of approval...
• Section 322 - Approval By Nonprofit Corporation
  (a) Proposal of plan.--A plan shall be proposed in the case of a domestic nonprofit corporation as follows: (1) by the adoption by the...
• Section 323 - Approval By General Partnership
  (a) General rule.--A plan shall be approved in the case of a domestic general partnership as follows: (1) in the manner provided in its...
• Section 324 - Approval By Limited Partnership
  (a) Proposal of plan.--A plan shall be proposed in the case of a domestic limited partnership by the adoption by a unanimous vote of...
• Section 325 - Approval By Limited Liability Company
  (a) Proposal of plan in manager-managed company.--Except as provided in the organic rules or where the approval of the managers is unnecessary under section...
• Section 326 - Approval By Professional Association
  (a) General rule.--A plan shall be approved in the case of a domestic professional association by vote of a majority, or such higher percentage...
• Section 327 - Approval By Business Trust
  (a) General rule.--Except as provided in subsection (b), a plan shall be approved in the case of a domestic business trust as follows: (1)...
• Section 328 - Approval By Unincorporated Nonprofit Association
  (a) General rule.--Except as provided in the governing principles, a plan shall be approved in the case of a domestic unincorporated nonprofit association by...
• Section 329 - Special Treatment Of Interest Holders
  (a) General rule.--Except as otherwise restricted in the organic rules, a plan may contain a provision classifying the interest holders of a class or...
• Section 330 - Alternative Means Of Approval Of Transactions
  (a) General rule.--Except as provided in subsection (b) or the organic rules of a domestic entity, approval of a transaction under this chapter by...

Subchapter C.  Merger

• Section 331 - Merger Authorized
  (a) General rule.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter: (1) One...
• Section 332 - Plan Of Merger
  (a) General rule.--A domestic entity may become a party to a merger by approving a plan of merger. The plan shall be in record...
• Section 333 - Approval Of Merger
  (a) Approval by domestic entities.--A plan of merger shall not be effective unless it has been approved in both of the following ways: (1)...
• Section 334 - Amendment Or Abandonment Of Plan Of Merger
  (a) General rule.--A plan of merger may be amended or abandoned only with the consent of each party to the plan, except as otherwise...
• Section 335 - Statement Of Merger; Effectiveness
  (a) General rule.--A statement of merger shall be signed by each merging association and delivered to the department for filing along with the certificates,...
• Section 336 - Effect Of Merger
  (a) General rule.--When a merger under this subchapter becomes effective, all of the following apply: (1) The surviving association continues or comes into existence....

Subchapter D.  Interest Exchange

• Section 341 - Interest Exchange Authorized
  (a) General rule.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this subchapter: (1) A...
• Section 342 - Plan Of Interest Exchange
  (a) General rule.--A domestic entity may be the acquired association in an interest exchange under this chapter by approving a plan of interest exchange....
• Section 343 - Approval Of Interest Exchange
  (a) Approval by domestic entities.--A plan of interest exchange in which the acquired association is a domestic entity shall not be effective unless it...
• Section 344 - Amendment Or Abandonment Of Plan Of Interest Exchange
  (a) General rule.--A plan of interest exchange may be amended or abandoned only with the consent of each party to the plan, except as...
• Section 345 - Statement Of Interest Exchange; Effectiveness
  (a) General rule.--If the acquired association is a domestic entity, a statement of interest exchange shall be signed by that entity and delivered to...
• Section 346 - Effect Of Interest Exchange
  (a) General rule.--When an interest exchange in which the acquired association is a domestic entity becomes effective, all of the following apply: (1) Interests...

Subchapter E.  Conversion

• Section 351 - Conversion Authorized
  (a) Domestic converting associations.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter: (1)...
• Section 352 - Plan Of Conversion
  (a) General rule.--A domestic entity or domestic banking institution may be a party to a conversion by approving a plan of conversion. The plan...
• Section 353 - Approval Of Conversion
  (a) Approval by domestic associations.--A plan of conversion in which the converting association is a domestic entity or domestic banking institution shall not be...
• Section 354 - Amendment Or Abandonment Of Plan Of Conversion
  (a) Approval of amendment.--A plan of conversion in which the converting association is a domestic association may be amended in one of the following...
• Section 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,...
• Section 356 - Effect Of Conversion
  (a) General rule.--When a conversion becomes effective, all of the following apply: (1) The converted association is: (i) Organized under and subject to the...

Subchapter F.  Division

• Section 361 - Division Authorized
  (a) Domestic entities.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this subchapter, a domestic...
• Section 362 - Plan Of Division
  (a) General rule.--A domestic entity may become a dividing association under this chapter by approving a plan of division. The plan shall be in...
• Section 363 - Approval Of Division
  (a) Approval by domestic entities.--Except as provided in section 364 (relating to division without interest holder approval) or subsection (d), a plan of division...
• Section 364 - Division Without Interest Holder Approval
  (a) General rule.--Unless otherwise restricted by its organic rules, a plan of division of a domestic dividing association shall not require the approval of...
• Section 365 - Amendment Or Abandonment Of Plan Of Division
  (a) Approval of amendment.--A plan of division in which the dividing association is a domestic entity may be amended in one of the following...
• Section 366 - Statement Of Division; Effectiveness
  (a) General rule.--A statement of division shall be signed by the dividing association and delivered to the department for filing along with the certificates,...
• Section 367 - Effect Of Division
  (a) General rule.--When a division becomes effective, all of the following apply: (1) If the dividing association is to survive the division: (i) It...
• Section 368 - Allocation Of Liabilities In Division
  (a) General rule.--Except as provided in this section, when a division becomes effective, a resulting association is responsible: (1) Individually for the liabilities the...

Subchapter G.  Domestication

• Section 371 - Domestication Authorized
  (a) Domestic entities.--Except as provided in section 318 (relating to excluded entities and transactions), by complying with this chapter, a domestic entity may become...
• Section 372 - Plan Of Domestication
  (a) General rule.--A domestic entity may become a foreign entity of the same type by approving a plan of domestication. The plan shall be...
• Section 373 - Approval Of Domestication
  (a) Approval by domestic entities.--A plan of domestication in which the domesticating entity is a domestic entity is not effective unless it has been...
• Section 374 - Amendment Or Abandonment Of Plan Of Domestication
  (a) Approval of amendment.--A plan of domestication in which the domesticating entity is a domestic entity may be amended in one of the following...
• Section 375 - Statement Of Domestication; Effectiveness
  (a) General rule.--A statement of domestication shall be signed by the domesticating entity and delivered to the department for filing along with the certificates,...
• Section 376 - Effect Of Domestication
  (a) General rule.--When a domestication becomes effective, all of the following apply: (1) The domesticated entity is: (i) organized under and subject to the...

Last modified: October 8, 2016