19 Pa. Code | Title 19 Pa. Code — Corporations and Business Associations

Part I Department of State

Subpart A Preliminary Provisions

Chapter 1 General Provisions

19 Pa. Code § 1.1 Definitions.

The following words and terms, when used in this part, have the following meanings, unless the context clearly indicates otherwise: Code—Title 15 of the Pennsylvania Consolidated Statutes (relating to corporations and unincorporated associations). Corporation Bureau—The Corporation Bureau of the Department. Department—The Department of State of the Commonwealth.

The provisions of this § 1.1 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (141750).

History

Source: The provisions of this § 1.4 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 1.2 Scope.

This part applies only to the activities of the Department conducted through the Corporation Bureau.

The provisions of this § 1.2 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (141750).

History

Source: The provisions of this § 1.4 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 1.3 Official forms.

The official forms referred to in this part are listed in Appendix A in numerical order.

The provisions of this § 1.3 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 13.3 (relating to communications and filings generally).

History

Source: The provisions of this § 1.4 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 1.4 Searches and information.

See § 13.31 (relating to searches and information; telephone inquiries).

The provisions of this § 1.4 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 1.4 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

Subpart B Bureau of Corporations and Charitable Organizations

Chapter 13 Special Rules of Administrative Practice and Procedure

19 Pa. Code § 13.1 Applicability of general rules.

Under 1 Pa. Code § 31.1 (relating to scope of part), 1 Pa. Code Part II (relating to the general rules of administrative practice and procedure) is applicable to the activities of and proceedings before the Corporation Bureau, except as otherwise provided in Chapter 3 (relating to fees and charges) and in this chapter.

The provisions of this § 13.1 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (54455).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.2 Information and special instructions.

(a) Information as to procedures followed by and practice before the Bureau will be furnished upon written or telephone application to:

Director Corporation Bureau Department of State Room 308 North Office Building Harrisburg, Pennsylvania 17120-0029 (717) 787-1057

(b) Subsection (a) supplements 1 Pa. Code § 31.4 (relating to information and special instructions).

The provisions of this § 13.2 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (54455) to (54456).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.3 Communications and filings generally.

(a) Communications and filings should be addressed as follows:

Corporation Bureau Department of State Room 308 North Office Building Harrisburg, Pennsylvania 17120-0029

(b) Communications should be accompanied by the following:

(1) A letter of transmittal briefly summarizing the nature of the submittal or request.

(2) The fee or other information relating to the payment of fees and charges required by Chapter 3 (relating to fees and charges).

(3) An ancillary document required by statute, such as consent to use of name, evidence of reservation of name, requisite approvals by regulatory authorities, tax clearance certificates, and the like. In general, these items are identified in the official instructions to the appropriate form. See § 1.3 (relating to official forms).

(c) A submittal, that is, a filing, except pleadings in formal proceedings relating to marks and insignia subject to 1 Pa. Code Chapter 35 (relating to formal proceedings), shall comply with this subpart as to size, shape and other physical characteristics. Pleadings in formal proceedings relating to marks and insignia shall comply with 1 Pa. Code Chapter 35 and applicable provisions of 1 Pa. Code Chapter 33 (relating to documentary filings).

(d) The Corporation Bureau will accept for filing a document transmitted by facsimile subject to the following conditions:

(1) A document may be transmitted to a facsimile receiver located in the Corporation Bureau subject to the availability of equipment. During end-of-year and other peak traffic periods, a submitter should make arrangements to transmit to nongovernmental receivers in the Harrisburg, Pennsylvania area, followed by physical delivery of the faxed documents to the Corporation Bureau.

(2) See § 13.8 (relating to execution).

(3) The filing fee for a document transmitted to a facsimile receiver located in the Corporation Bureau shall be charged to a deposit account or shall otherwise be paid in a manner permitted by Chapter 3 Subchapter B (relating to method of payment).

(4) In all other respects, a filing effected by means of facsimile shall be governed by the applicable provisions of this chapter.

(5) The Corporation Bureau may, pursuant to a request by the filer, return a document by a facsimile transmission. The Corporation Bureau may transmit a document to a filer by facsimile machine if the filer has requested this service and has paid the additional facsimile fee. See § 3.26 (relating to facsimile fee).

(e) The Corporation Bureau will accept requests for services offered by the Department transmitted by facsimile subject to the following conditions:

(1) A request for services may be transmitted to facsimile receivers located in the Corporation Bureau subject to the availability of equipment. During the end-of-year and other peak traffic periods, a submitter should make arrangements to transmit to nongovernmental receivers in the Harrisburg area, followed by physical delivery of the request to the Corporation Bureau.

(2) Services rendered by the Corporation Bureau may be transmitted by facsimile. The services shall be transmitted by facsimile if the requestor has made a request subject to the facsimile transmission fee provided for under § 3.26.

(f) The provisions of subsections (a)—(e) supplement and partially supersede 1 Pa. Code § 31.5 (relating to communications and filings generally).

The provisions of this § 13.3 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (54456).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.4 Acknowledgment of filing.

(a) A stamped self-addressed postcard describing the submittal, or a self-addressed stamped envelope with a copy of the submittal, may be transmitted to the Department with a submittal tendered under this subpart. Upon filing of the submittal, the Corporation Bureau will date-stamp and mail the postcard or the copy of the submittal.

(b) The date stamp of the Corporation Bureau on a postcard or copy under subsection (a) is evidence that the related submittal has been received; examined by the Corporation Bureau to the extent permitted by law; and filed in, by and with the Department.

The provisions of this § 13.4 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended September 12, 1980, effective September 13, 1980, 10 Pa.B. 3664; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (54456) to (54457).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.5 Form.

(a) Except as otherwise provided in this section, a submittal deposited with the Corporation Bureau for filing under this subpart shall conform to other applicable provisions of this subpart and be typewritten in characters not smaller than pica or printed in not less than 10-point type in black or blue-black ink on adequately leaded white paper, with top margin at least 2 inches wide on the first page and 1 inch wide on all other pages. The impression shall be on only one side of the paper unless the paper is of adequate quality to prevent the impression on one side from bleeding through to or being otherwise visible from the reverse side. Mechanically reproduced copies will be accepted as typewritten if they are of adequate clarity and contrast to reproduce properly.

(b) Paper stock used for submittals shall be cut or folded to letter size either 8 to 8-1/2 inches wide by 10-1/2 to 11 inches long, or to European or metric size A4 paper. A document prepared on legal size paper will be received only in cases where the person submitting the document has no control over the size of paper used; for example, requisite approvals of regulatory authorities, tax clearance certificates, and the like.

(c) Submission on forms approved by the Department is necessary only in cases where the provisions of this subpart expressly prohibit submission on other than Department furnished forms. In all other cases a submittal may be typed or printed by the applicant as set forth in subsections (a) and (b).

(d) If printed forms of security agreements are submitted for filing under 13 Pa.C.S. (relating to the Uniform Commercial Code), warning legends, trademarks and similar matters may be printed in colored inks if either the information is not legally relevant to the purpose of the filing or the colored printed matter is of adequate clarity and contrast to reproduce properly.

(e) The pages of submittals consisting of two or more leaves shall be sequentially numbered in arabic numerals, that is 2, 3, 4, and so forth, beginning with the second page. Appendices, annexes, and the like may be separately page numbered. It is requested that page numbering be in the form ‘‘Page 1 of 5 pages,’’ ‘‘Page 2 of 5 pages,’’ and so forth. A document will not be received which is bound to preclude its ready separation into individual leaves for reproduction purposes.

(f) The requirement of subsection (a) that the top margin of a submittal be at least 2 inches wide on the first page does not apply to a submittal which was not originally intended for filing with the Department or which is submitted on a format promulgated under this title.

(g) See also § 11.7 (relating to size, shape and physical characteristics of filed documents). Subsections (a)—(f) supersede 1 Pa. Code § 33.2 (relating to form) insofar as the section relates to submittals.

The provisions of this § 13.5 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (54457) to (146435).

This section cited in 19 Pa. Code § 11.7 (relating to size, shape and physical characteristics of filed documents).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.6 Incorporation by reference.

(a) Except as otherwise provided by statute or by this part, a submittal may not incorporate by reference a document already on file in the Department. A document may incorporate another document forming a part of the same submittal.

(b) Subsection (a) supersedes 1 Pa. Code § 33.3 (relating to incorporation by reference).

The provisions of this § 13.6 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (146435).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.7 Single submittal covering more than one matter.

(a) Except as otherwise provided by statute, a submittal may not combine documents relating to two or more distinct transactions, whether or not related.

(b) Subsection (a) supersedes 1 Pa. Code § 33.4 (relating to single pleading or submittal covering more than one matter).

The provisions of this § 13.7 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (146435).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.8 Execution.

(a) Except as otherwise required by statute, a submittal filed by a corporation or other association may be subscribed by an authorized officer of the corporation or other association. The corporate or other association seal may be affixed and attested but the affixation or attestation of the corporate or other association seal is not necessary for the execution of a filing in the Department under the code or under 54 Pa.C.S. (relating to names).

(b) Signatures shall be in black or blue ink.

(c) The Department will not examine a document to determine whether the document has been executed by an authorized person or by sufficient authorized persons or otherwise is duly executed.

(d) A document shall be deemed executed if it contains a facsimile signature if the operative portions of the document meet applicable physical characteristic requirements prescribed under this chapter.

(e) Section 135(b) of the code (relating to requirements to be met by filed documents) provides that a person, other than an incorporator or officer of a corporation, as such, may sign a document by an attorney-in-fact or fiduciary. It is not necessary to present to or file in the Department the original or a copy of a document evidencing the authority of an attorney-in-fact or fiduciary. See 18 Pa.C.S. § § 4904 and 4911 (relating to unsworn falsification to authorities; and tampering with public records or information).

(f) See § 13.9(a) (relating to number of copies) as to optional submission of the original document.

(g) Subsection (a) supplements and partially supersedes 1 Pa. Code § 33.11 (relating to execution).

The provisions of this § 13.8 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended January 29, 1982, effective January 30, 1982, 12 Pa.B. 471; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (146435) to (146436).

This section cited in 19 Pa. Code § 11.11 (relating to requirements to be met by filed documents); 19 Pa. Code § 13.3 (relating to communications and filings generally); and 19 Pa. Code § 17.207 (relating to execution).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.9 Number of copies.

(a) Except as otherwise required by statute or this subpart, only one copy of a submittal and one copy of related correspondence shall be furnished to the Department. In this subpart and the related forms a reference to ‘‘two copies’’ or ‘‘file in duplicate’’ or the like does not imply that a third document is required. The terminology is used to permit the filing party to retain the executed original and submit only photocopies or facsimiles. Thus under the first sentence of this subsection an original and one copy of a submittal are not required, only the original or one photocopy or facsimile copy.

(b) See also § 11.8 (relating to specification of required number of copies of documents).

The provisions of this § 13.9 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (146436).

This section cited in 19 Pa. Code § 11.8 (relating to specification of required number of copies of documents); and 19 Pa. Code § 13.8 (relating to execution).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.10 Names.

A submittal shall comply with Chapter 17 (relating to names).

The provisions of this § 13.10 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.11 Addresses.

A submittal shall comply with Chapter 19 (relating to registered offices and addresses).

The provisions of this § 13.11 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.12 Docketing statements.

(a) One or more separate docketing statements shall be submitted with a submittal only if notice of the requirement appears on the official format for the filing published in this part. See also § § 11.10 and 13.51 (relating to docketing statements; and official forms).

(b) A filing may be rejected if a required docketing statement is not accurately and fully completed.

The provisions of this § 13.12 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 11.10 (relating to docketing statements); and 19 Pa. Code § 11.11 (relating to requirements to be met by filed documents).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.13 Tax clearance certificates.

(a) A domestic association may not file one or more of the following documents in the Department unless the document is accompanied by tax clearance certificates from the Department of Revenue and the Office of Employment Security of the Department of Labor and Industry, evidencing the payment by the association of taxes and charges due the Commonwealth required by law:

(1) Articles or a certificate of merger or consolidation effecting a merger or consolidation into a nonqualified foreign association.

(2) Articles or a certificate of dissolution.

(3) A statement of revival.

(b) A qualified foreign association may not file an application for termination of authority or similar document in the Department unless the document is accompanied by a tax clearance certificate evidencing payment of taxes and charges due the Commonwealth.

(c) A corporation may not file with the Department articles of division dividing solely into nonqualified foreign corporations unless the articles are accompanied by a tax clearance certificate evidencing payment of taxes and charges due the Commonwealth.

(d) Applications for tax clearance should be addressed to the Department of Revenue under 61 Pa. Code § 151.4 (relating to obtaining a Corporate Clearance Certificate). This procedure also results in obtaining tax clearance from the Office of Employment Security of the Department of Labor. See § 11.19 (relating to tax clearance of certain fundamental transactions).

The provisions of this § 13.13 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 11.11 (relating to requirements to be met by filed documents); and 19 Pa. Code § 11.19 (relating to tax clearance of certain fundamental transactions).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.14 Governmental approvals.

The following governmental approvals are required as a condition precedent to effecting the related filing in the Department (see § 11.11(a)(9) (relating to requirements to be met by filed documents)):

(1) Banking Code of 1965. Under sections 1005, 1504, 1603, 1703, 1802, 1804 and 1806 of the Banking Code of 1965 (7 P. S. § § 1005, 1504, 1603, 1703, 1802, 1804 and 1806), articles of incorporation, amendment, merger or consolidation, conversion from Federal charter or dissolution or a certificate of election to dissolve are filed initially with the Department of Banking and not the Department of State. Under section 1709 of the Banking Code of 1965 (7 P. S. § 1709), the documents evidencing a conversion into a National bank are filed directly in the Department of State at the same time they are filed with the Department of Banking.

(2) Credit Union Code. Under sections 304, 903, 1102, 1105(b) and 1301 of the Credit Union Law, articles of incorporation, amendment, conversion from Federal charter, merger or consolidation or certificate of election to dissolve voluntarily, are filed initially with the Department of Banking and not the Department of State. Under section 1101 of the Credit Union Law (relating to conversion into Federal credit union), the charter of a Federal credit union resulting from a conversion is filed directly in the Department of State.

(3) Fraternal Benefit Society Code. Under sections 202, 214, 215, 219 and 604 of the Fraternal Benefit Society Code (40 P. S. § § 1141-202, 1141-214, 1141-215, 1141-219 and 1141-604), a document relating to the incorporation, merger or consolidation, amendment of articles of incorporation, conversion into a mutual life insurance company or dissolution are filed initially with the Insurance Department and not the Department of State.

(4) Savings Association Code. Under sections 206, 1003, 1106, 1201, 1203 and 1205 of the Savings Association Code of 1967 (7 P. S. § § 6020-26, 6020-173, 6020-186, 6020-201, 6020-203 and 6020-205), articles of incorporation, amendment, merger or consolidation, conversion from Federal charter or domestic savings bank or dissolution or a certificate of election to dissolve are filed initially with the Department of Banking and not the Department of State. Under section 1104 of the Banking Code (7 P. S. § 1104), the documents evidencing a merger or conversion into a Federal savings and loan association are filed directly in the Department of State at the same time they are filed with the Department of Banking.

(5) Names. See the following:

(i) Section 17.6 (relating to banking names).

(ii) Section 17.8 (relating to educational names).

(iii) Section 17.9 (relating to professional names).

(iv) Section 17.10 (relating to insurance names).

The provisions of this § 13.14 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 11.11 (relating to requirements to be met by filed documents); and 19 Pa. Code § 11.16 (relating to summary judicial review of rejection of documents not involving examination of mark or insignia).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.31 Searches and information; telephone inquiries.

(a) Upon request, the Department will search and report on the status of, and if requested, provide certified or uncertified copies of documents or information of record in the Corporation Bureau. See Chapter 3 (relating to fees and charges) with respect to the amount and method of payment of applicable charges.

(b) Uniform Commercial Code or cooperative contract (see section 7123(a) of the code (relating to filing procedures)) inquiries will not be handled by telephone.

(1) Inquiry concerning the availability of not to exceed three association names.

(2) Inquiries which relate to the following information contained in the official index records of the Corporation Bureau:

(i) Name of an association.

(ii) Date of filing and specified effective date, if applicable.

(iii) Registered office address.

(iv) Officers of the association, if available. See § § 23.51 and 41.52 (relating to annual report information; and annual report).

The provisions of this § 13.31 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 1.4 (relating to searches and information); and 19 Pa. Code § 17.31 (relating to availability and reservation of name).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 13.51 Official forms.

The following official forms have been promulgated under this chapter and appears in Appendix A:

(1) Form DSCB: 15-134A (Docketing Statement)

(2) Form DSCB: 15-134B (Changes—Docketing Statement)

The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 11.10 (relating to docketing statements); 19 Pa. Code § 11.11 (relating to requirements to be met by filed documents); and 19 Pa. Code § 13.12 (relating to docketing statements).

History

Source: The provisions of this § 13.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

Chapter 15 Custody and Management of Orphan Corporate and Business Records

19 Pa. Code § 15.1 Transfer of custody and management of orphan corporate and business records.

(a) The Department of State is authorized, under 15 Pa.C.S. § 140, to provide for the transfer on a progressive and phased basis to the custody and management of the Department any or all orphan corporate and business records. These records are corporate and limited partnership filings and recordings which were formally effected in the office of the Clerk of Court of Common Pleas or the office for the recording of deeds or an equivalent row office in a home rule charter county and which are no longer effected in such offices by reason of the enactment of corporate statutes.

(b) Under 15 Pa.C.S. § 140(b), the Department is required to publish in the Pennsylvania Code a notice where, as between a county and the Department, custody of all orphan corporate and business records resides. Under this requirement, notice is hereby given that as of September 1, 1996, all orphan corporate records maintained in the 67 counties of the Commonwealth of Pennsylvania have been transferred to the Department of State’s Corporation Bureau. The records are available on 16mm microfilm and are accessible to the public.

History

Authority: The provisions of this Chapter 15 issued under the Associations Code, 15 Pa.C.S. § 140(b), unless otherwise noted.
Source: The provisions of this Chapter 15 adopted January 24, 1997, effective January 25, 1997, 27 Pa.B. 495, unless otherwise noted.

Chapter 19 Registered Offices and Addresses

19 Pa. Code § 19.1 Blind addresses prohibited.

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.

The provisions of this § 19.1 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (24782).

This section cited in 19 Pa. Code § 11.11 (relating to requirements to be met by filed documents).

History

Source: The provisions of this § 19.101 adopted June 20, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (24783) to (24786).

19 Pa. Code § 19.2 Change of commercial registered office address.

(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.

The provisions of this § 19.2 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (24782).

History

Source: The provisions of this § 19.101 adopted June 20, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (24783) to (24786).

19 Pa. Code § 19.3 Name of commercial registered office provider in lieu of registered address.

(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.

(b) A representing association that has effected a filing in the Department may:

(1) Amend the filing by filing in the Department a superseding statement in writing setting forth the address of the commercial registered office.

(2) Withdraw its filing and cease to provide registered office service by filing in the Department a statement withdrawing as a commercial registered office provider.

(c) 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 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 a 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.

(d) It is not necessary for an association represented to take action in connection with a change or withdrawal effected as described in this section, but the representing association is required to promptly furnish each affected association represented with a copy of the statement as filed in the Department.

The provisions of this § 19.3 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 17.208 (relating to official advertising of fictitious names involving individual parties).

History

Source: The provisions of this § 19.101 adopted June 20, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (24783) to (24786).

19 Pa. Code § 19.4 Designation of venue county.

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.

The provisions of this § 19.4 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 19.101 adopted June 20, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (24783) to (24786).

19 Pa. Code § 19.101 Official forms.

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).

The provisions of this § 19.101 adopted June 20, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (24783) to (24786).

History

Source: The provisions of this § 19.101 adopted June 20, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (24783) to (24786).

Chapter 21 Domestication of Associations

19 Pa. Code § 21.1 Domestication of qualified foreign business and nonprofit corporations.

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.

The provisions of this § 21.1 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 21.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 21.2 Domestication of alien associations.

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).

The provisions of this § 21.2 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 21.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 21.3 Contingent domestication of certain alien associations.

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.

The provisions of this § 21.3 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 21.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 21.4 Confidential status of contingent domestication.

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).

The provisions of this § 21.4 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 21.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 21.5 Effect of filing statement of consummation of domestication.

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).

The provisions of this § 21.5 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 21.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 21.6 Execution.

A document filed under section 162 of the code (relating to contingent domestication of certain foreign associations) shall be signed by an authorized person.

The provisions of this § 21.6 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 21.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 21.7 Annual renewal.

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.

The provisions of this § 21.7 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 21.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 21.51 Official forms.

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).

The provisions of this § 21.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 21.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

Chapter 23 Business Corporations Generally

19 Pa. Code § 23.2 Incorporators.

(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.

The provisions of this § 23.2 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.3 Business corporation names.

(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.

(b) The words ‘‘Company’’ or ‘‘Co.’’ may be immediately preceded by ‘‘and’’ or ‘‘&’’ whether or not they are immediately followed by one of the words ‘‘Incorporated,’’ ‘‘Inc.,’’ ‘‘Limited’’ or ‘‘Ltd.’’ For example, John Doe & Co.

The provisions of this § 23.3 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 33.3 (relating to name).

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.4 Stated purposes.

(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.

(b) Section 1301 of the BCL (relating to purposes) provides that unless otherwise restricted in its articles, every business corporation has as its corporate purpose the engaging in lawful business for which corporations may be incorporated under the BCL. The incorporators of a corporation may desire to set forth an express statement of corporate purposes in broad terms. In these cases, stated purposes substantially as follows will be deemed to be in full compliance with the requirements of subsection (a) and will be filed without evidence of special governmental approvals:

The corporation is incorporated under the Business Corporation Law of 1988 for the purpose of engaging in, and doing any lawful act concerning any or all lawful business for which corporations may be incorporated under said Business Corporation Law, including, but not limited to, manufacturing, processing, owning, using and dealing in personal property of every class and description, engaging in research and development, furnishing services, and acquiring, owning, using and disposing of real property of any nature whatsoever.

The code requires that under certain circumstances the articles of incorporation of business corporations shall contain an express stated purpose. See, for example, § § 17.11 and 33.4 (relating to public utility names; and stated purposes).

The provisions of this § 23.4 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.5 Term of existence.

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.

The provisions of this § 23.5 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.6 Share structure.

(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.

The provisions of this § 23.6 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.7 Subscription by incorporator unnecessary.

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.

The provisions of this § 23.7 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 33.2 (relating to incorporators).

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.8 Naming of the first directors in the articles.

(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.

The provisions of this § 23.8 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.9 Cumulative voting for directors.

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.

The provisions of this § 23.9 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.10 Preemptive rights.

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).

The provisions of this § 23.10 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.11 Action by partial written consent of shareholders.

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.

The provisions of this § 23.11 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.12 Removal of directors without cause.

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.

The provisions of this § 23.12 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.13 Shareholder right to call special meetings of shareholders.

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.

The provisions of this § 23.13 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.14 Shareholder right to petition for amendment of the articles.

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.

The provisions of this § 23.14 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.15 Other provisions in the articles.

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.

The provisions of this § 23.15 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.31 General.

(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.

(b) Title 45 of the Pennsylvania Consolidated Statutes, section 307 (relating to effect of failure to advertise when required) provides that no legal proceeding, and the like, in which notice is required to be given by official or legal advertising, will be binding upon an interested person unless the advertising is effected and a proof of publication is filed of record in the matter or proceeding. The proofs referred to in this section may not be submitted to, and will not be received and filed by, the Department, but shall be filed in the minute book of the corporation.

The provisions of this § 23.31 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.51 Annual report information.

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).

The provisions of this § 23.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 13.31 (relating to searches and information; telephone inquiries).

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 23.101 Official forms.

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).

The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 23.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

Chapter 25 Nonstock Corporations

19 Pa. Code § 25.2 Applicability of nonstock corporation provisions.

(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).

(2) A domestic corporation for profit subject to Part II, Subpart D of the code (relating to cooperative corporations) organized on a nonstock basis.

(3) A domestic insurance corporation that is a mutual insurance company.

(b) A nonstock corporation may be one or more of the following:

(1) A statutory close corporation.

(2) A registered corporation.

(3) A management corporation.

(4) A professional corporation.

(5) An insurance corporation.

The provisions of this § 25.2 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 25.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 25.3 Additional contents of articles of nonstock corporations.

(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.

(b) A nonstock corporation may have a minimum guaranteed capital.

The provisions of this § 25.3 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 25.5 (relating to termination of nonstock corporation status).

History

Source: The provisions of this § 25.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 25.4 Election of existing corporation to become a nonstock corporation.

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).

The provisions of this § 25.4 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 25.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 25.5 Termination of nonstock corporation status.

(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).

(b) Section 2105(c) of the BCL provides that in addition to the requirements in subsection (a), a mutual insurance company may terminate its nonstock corporation status only in compliance with applicable regulatory laws and the act of December 10, 1970 (P. L. 884, No. 279) (40 P. S. § § 1010.1—1010.14), known as the Mutual Insurance Company Conversion Law.

The provisions of this § 25.5 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 25.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 25.101 Official forms.

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).

The provisions of this § 25.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 25.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

Chapter 27 Statutory Close Corporations

19 Pa. Code § 27.2 Applicability of statutory close corporation provisions.

(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).

(2) Closely-held corporations, which are one of the following:

(i) Statutory close corporations.

(ii) Business corporations which have not more than 30 shareholders, with shares that are held jointly or in common or in trust by two or more persons, as fiduciaries or otherwise, or that are held by spouses, being deemed held by one shareholder for this purpose.

(b) Closely-held corporation status is automatic, and no filing in the Department shall be made with respect to the acquisition or termination of that status.

(c) Section 2301(a) of the BCL provides that a business corporation may not be simultaneously a statutory close corporation and a management corporation. A statutory close corporation may be one or more of the following: a nonstock corporation, a registered corporation, a professional corporation and an insurance corporation.

The provisions of this § 27.2 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 27.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 27.3 Additional contents of articles of statutory close corporations.

(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.

(b) Except as otherwise provided, for purposes of determining the number of holders of record or beneficial owners of the shares of a statutory close corporation, shares that are held jointly or in common or in a trust, by two or more persons, as fiduciaries or otherwise, or which are held by spouses, shall be treated as held by one shareholder.

The provisions of this § 27.3 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 27.5 (relating to voluntary termination of statutory close corporation status); and 19 Pa. Code § 27.6 (relating to filings with respect to breach and cure of qualifying conditions).

History

Source: The provisions of this § 27.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 27.4 Election of existing corporation to become a statutory close corporation.

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).

The provisions of this § 27.4 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 27.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 27.5 Voluntary termination of statutory close corporation status.

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).

The provisions of this § 27.5 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 27.6 (relating to filings with respect to breach and cure of qualifying conditions).

History

Source: The provisions of this § 27.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 27.6 Filings with respect to breach and cure of qualifying conditions.

(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.

(2) The corporation concurrently with the filing of the statement takes steps that are necessary to correct the situation that threatens its status as a statutory close corporation.

(b) Section 2309(c) of the BCL provides that when the situation that threatened the status of the corporation as a statutory close corporation has been remedied and if the corporation has not amended its articles in accordance with § 27.5 (relating to voluntary termination of statutory close corporation status), the corporation shall file in the Department Form DSCB: 15-2309B (Statement of Cure of Breach of Qualifying Condition-Statutory Close Corporation-Domestic Business Corporation), and that upon the filing of the certificate, the status of the corporation as a statutory close corporation, theretofore if terminated by reason of subsection (a), shall be restored.

The provisions of this § 27.6 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 27.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 27.7 Preemptive rights.

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.

The provisions of this § 27.7 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 23.10 (relating to preemptive rights).

History

Source: The provisions of this § 27.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 27.101 Official forms.

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).

The provisions of this § 27.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 27.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

Chapter 29 Registered Corporations

19 Pa. Code § 29.1 Applicability of registered corporation provisions.

(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—80a-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).

(b) Registered corporation status is automatic, and a filing in the Department is not required to be made with respect to the acquisition or termination of that status. Filings affecting the status of a business corporation as a registered corporation shall be made with the Federal Securities and Exchange Commission.

(1) A nonstock corporation.

(2) A statutory close corporation.

(3) A management corporation.

(4) A professional corporation.

(5) An insurance corporation.

The provisions of this § 29.1 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (24788).

History

Source: The provisions of this § 29.101 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended June 27, 1980, effective June 28, 1980, 10 Pa.B. 2576; reserved April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (69789) and (72755) to (72756), (69792) to (69795), (68184) to (68189), (24810) to (24825) and (72757) to (72759).

19 Pa. Code § 29.2 Action by partial written consent of shareholders.

Section 2524 of the BCL (relating to consent of shareholders in lieu of meeting) authorizes the articles of incorporation of a registered corporation to provide that action by the shareholders may be taken without a meeting by less than unanimous written consent. The following language is sometimes inserted in the articles of incorporation:

The provisions of this § 29.2 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (24788).

History

Source: The provisions of this § 29.101 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended June 27, 1980, effective June 28, 1980, 10 Pa.B. 2576; reserved April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (69789) and (72755) to (72756), (69792) to (69795), (68184) to (68189), (24810) to (24825) and (72757) to (72759).

Chapter 31 Management Corporations

19 Pa. Code § 31.101 Official forms.

The following official form has been promulgated under this chapter and appears in Appendix A:

Form DSCB:15-2704 (Articles of Amendment-Election of Management Corporation Status-Domestic Business Corporation).

The provisions of this § 31.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 31.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

Chapter 33 Professional Corporations

19 Pa. Code § 33.2 Incorporators.

(a) One or more corporations or natural persons of full age may incorporate a professional corporation.

(b) Section 2923(a) of the BCL (relating to issuance and retention of shares) provides that shares of a professional corporation may be beneficially owned, directly or indirectly, only by one or more licensed persons. Therefore, only a person licensed to practice the profession for which a professional corporation is incorporated may be an incorporator of a professional corporation if the incorporator subscribes to one or more shares of the corporation. See § 23.7 (relating to subscription by incorporator unnecessary).

(c) Section 2901(a) of the BCL (relating to application and effect of chapter) provides that a business corporation may not be simultaneously a professional corporation and a management corporation. A professional corporation may be one or more of the following:

(1) A nonstock corporation.

(2) A statutory close corporation.

(3) A professional corporation.

(4) An insurance corporation.

The provisions of this § 33.2 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 33.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 33.3 Name.

(a) The requirements set forth in § 23.3 (relating to business corporation names) are not applicable to a professional corporation name if the name contains and is restricted to the name or the last name of one or more of the present, prospective or former shareholders or of individuals who were associated with a predecessor or whose individual name appeared in the name of the predecessor. The name of a professional corporation may also contain one or more of the following:

(1) The word ‘‘and’’ or a symbol or substitute for it.

(2) The word ‘‘Associates.’’

(3) The term ‘‘P.C.’’

(b) The following are examples of the provisions set forth in subsection (a):

(c) Section 2921(a) of the BCL (relating to corporate name) provides that a professional corporation may not adopt a name which is prohibited by law or the ethics of the profession in which the corporation is engaged or by rule or regulation of the court, department, board, commission or other government unit regulating the profession. The Department is not responsible for enforcing the provision, and under section 103(a) of the code (relating to subordination of title to regulatory laws) the filing by the Department of a document containing an improper name will not protect the incorporators and the professional corporation from disciplinary action by the authorities responsible for the regulation of the profession. See § 17.9 (relating to professional names).

The provisions of this § 33.3 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 33.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 33.4 Stated purposes.

Section 2903 of the BCL (relating to formation of professional corporations) provides as follows:

(1) Except as provided in paragraph (2), a corporation may be incorporated as a professional corporation in the manner provided in the BCL only for the purpose of rendering one specific kind of professional service. The articles of a professional corporation shall contain a heading stating that it is a professional corporation.

(2) A professional corporation may be incorporated to render two or more specific kinds of professional services to the extent that one of the following exists:

(i) The several shareholders of the professional corporation, if organized as a partnership, could conduct a combined practice of the specific kinds of professional services.

(ii) The court, department, board, commission or other government unit regulating each profession involved in the professional corporation has by rule or regulation applicable to professional corporations expressly authorized the combined practice of the profession with each other profession involved in the corporation.

The provisions of this § 33.4 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

This section cited in 19 Pa. Code § 23.4 (relating to stated purposes).

History

Source: The provisions of this § 33.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 33.51 Official forms.

The following official forms have been promulgated under this chapter and appear in Appendix A:

Form DSCB: 15-2904 (Articles of Amendment-Election of Professional Corporation Status-Domestic Business Corporation).

Form DSCB: 15-2905 (Statement of Election of Professional Corporation Status).

The provisions of this § 33.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 33.51 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

Chapter 51 Cooperative Corporations Generally

19 Pa. Code § 51.101 Official forms.

The following official forms have been promulgated under this chapter and appear in Appendix A:

Form DSCB:15-7102B (Articles of Incorporation—Nonprofit Cooperative Corporation). Note: Cooperative corporations for profit should use form DSCB:15-1306/2102/ 2302/2702/2903/7102A.

Form DSCB:15-7104 (Articles of Amendment-Election of Cooperative Corporation Status-Domestic Business Corporation).

Form DSCB:15-7105 (Articles of Amendment-Termination of Cooperative Corporation Status-Domestic Cooperative Corporation for Profit).

Form DSCB:15-7106 (Articles of Amendment-Election of Cooperative Corporation Status-Domestic Nonprofit Corporation).

Form DSCB:15-7107 (Articles of Amendment-Termination of Cooperative Corporation Status-Domestic Nonprofit Cooperative Corporation).

The provisions of this § 51.101 adopted April 25, 1975, effective April 26, 1975, 5 Pa.B. 977; reserved January 27, 1984, effective January 28, 1984, 14 Pa.B. 336; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (134261).

History

Source: The provisions of this § 51.101 adopted April 25, 1975, effective April 26, 1975, 5 Pa.B. 977; reserved January 27, 1984, effective January 28, 1984, 14 Pa.B. 336; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial page (134261).

Chapter 61 Foreign Business Corporations

19 Pa. Code § 61.1 Scope.

(a) Chapter 41 of the BCL (relating to foreign business corporations), and this chapter apply to foreign corporations for profit, except the following:

(1) One or more of the following institutions or similar Federally chartered institutions engaged in this Commonwealth in activities similar to those conducted by banking institutions, saving associations or credit unions:

(i) National banking associations organized under The National Bank Act, the act of June 3, 1864 (13 Stat. 99) (12 U.S.C.A. § § 1—392).

(ii) Federal savings and loan associations and Federal mutual savings banks organized under the Home Owners’ Loan Act of 1933 (12 U.S.C.A. § § 1461—1463b, 1464—1466a, 1467, 1467a and 1468).

(iii) Federal credit unions organized under the Federal Credit Union Act (12 U.S.C.A. § § 1751, 1752, 1752a—1756, 1757—1761d, 1762—1772c, 1781—1789a, 1790 and 1795—1795k).

(2) Other Federal corporations intended by the Congress to be treated for state law purposes as a domestic corporation of this Commonwealth.

(b) As a result of subsection (a), this chapter governs the qualification of foreign banks and savings associations, all of which are foreign business corporations within the meaning of the BCL, notwithstanding the fact that none of these types of corporations could be incorporated as a domestic business corporation under the BCL.

The provisions of this § 61.1 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 61.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 61.3 Qualification of insurance companies.

A foreign corporation for profit which engages in the business of writing insurance as principal is a foreign business corporation and, before it does business in this Commonwealth, shall qualify as follows:

(1) If the corporation intends to limit its activities in this Commonwealth to business other than writing insurance as principal, the corporation shall file Form DSCB:15-4124 (Application for a Certificate of Authority-Foreign Corporation).

(2) In other cases, the corporation shall qualify through the Insurance Department. Sections 1103 and 4121(c) of the BCL (relating to definitions; and admission of foreign corporations) provide that a foreign corporation for profit which is qualified to do business in this Commonwealth under The Insurance Department Act of 1921 (40 P. S. § § 1—297.4), is thereby a qualified foreign business corporation and is not required to procure a separate certificate of authority to do business in this Commonwealth from the Department.

The provisions of this § 61.3 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 61.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 61.101 Official forms.

The following official forms have been promulgated under this chapter and appear in Appendix A:

Form DSCB:15-4124/6124 (Application for Certificate of Authority-Foreign Corporation).

Form DSCB:15-4126/6126 (Application for an Amended Certificate of Authority-Foreign Corporation).

Form DSCB:15-4127/6127 (Statement of Merger, Consolidation or Division-Qualified Foreign Corporation).

Form DSCB:15-4128/6128 (Certificate of Revocation-Foreign Corporation).

Form DSCB:15-4129/6129 (Application for Termination of Authority-Foreign Corporation).

Form DSCB:15-4130/6130 (Statement of Change of Address by Withdrawn Corporation-Foreign Corporation).

Form DSCB:15-4131/6131 (Application for Registration of Name-Nonqualified Foreign Corporation).

Form DSCB:15-4161/6161 (Articles of Domestication-Foreign Corporation).

The provisions of this § 61.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 61.101 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

Chapter 63 Foreign Nonprofit Corporations

19 Pa. Code § 63.1 Scope.

(a) The NPCL applies to foreign corporations not-for-profit, including a government or other sovereign, other than the Commonwealth, and a governmental corporation, agency or other similar entity.

(b) As a result of subsection (a), this chapter governs the qualification of foreign fraternal benefit societies which have not been licensed by the Insurance Department, which are foreign corporations not-for-profit within the meaning of the code, notwithstanding the fact that fraternal benefit societies cannot be incorporated under the NPCL.

The provisions of this § 63.1 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

History

Source: The provisions of this § 63.2 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

19 Pa. Code § 63.101 Official forms.