Pennsylvania Administrative Code

FOREIGN ASSOCIATIONS § 17.41. Foreign association names. (a) This subchapter is also generally applicable to determination of the availability of a name for use by a foreign association which desires to receive a new or amended certificate of authority to do business in this Comm…

§ 17.42. Corporate designator requirement. A foreign corporation for profit shall adopt a corporate designator for use in this Commonwealth if none is required by the jurisdiction of incorporation. Source The provisions of this § 17.42 adopted April 17, 1992, effective April 18, …

§ 17.5. Blasphemy or profanity. An association name may not contain words that constitute blasphemy, profane cursing or swearing or that profane the Lord’s name. Source The provisions of this § 17.5 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1…

FORMS § 17.51. Official forms. The following official forms have been promulgated under the provisions set forth in this subchapter and appear in Appendix A: Form DSCB:17.2 (Consent to Appropriation of Name). Form DSCB:17.3 (Consent to Use of Similar Name). Source The provisions …

§ 17.6. Banking names. (a) Section 805(d) of the Banking Code (7 P. S. § 805(d)) requires that the Department refuse to approve as a corporate name or to register as a fictitious name a name which has the following characteristics: (1) Is deceptively similar to the name of an ins…

§ 17.7. Cooperative names. (a) Section 7103 of the CCL (relating to use of term ‘‘cooperative’’ in corporate name) provides that, except as otherwise provided by statute: (1) The corporate name of a cooperative corporation shall contain the term ‘‘cooperative’’ or an abbreviation…

§ 17.8. Educational names. Under section 1303(c)(2)(i) of the BCL (relating to corporate name) and under section 5303(c)(2)(i) of the NPCL (relating to corporate name), 24 Pa.C.S. § 6507 (relating to institution names to be approved by department) and 54 Pa.C.S. § 311(f)(1) (rela…

§ 17.9. Professional names. (a) Sections 8.4(1) and 8.6(1) of The C.P.A. Law (63 P. S. § § 9.8d(1) and 9.8f(1)) provide that the name of an association may not include the terms ‘‘certified public accountant,’’ ‘‘public accountant’’ or an abbreviation thereof and that impersonal …

REGISTERED OFFICES GENERALLY § 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 addres…

FORMS § 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). Source The provisions of this § 19.101 adopted June 20, 1973, effective June 23, 1973, 3 Pa.…

§ 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 o…

§ 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. (rel…

§ 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 provisi…

GENERAL § 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…

§ 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, partne…

§ 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 purp…

§ 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 D…

§ 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 fi…

FORMS § 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 …

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

§ 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…

§ 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 pre…

FORMS § 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 Rev…

§ 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…

§ 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…

§ 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…

§ 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…

§ 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 ch…

§ 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 incorporato…

§ 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…

ADVERTISEMENT § 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 publishe…

§ 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 Saving…

§ 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 art…

ANNUAL REPORT INFORMATION § 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 treas…

§ 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 auth…

§ 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 incorpora…

§ 23.8. Naming 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 incorporat…

§ 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 sh…

FORMS § 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). Source The provisions of this § 25.101 adopted April…

§ 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…

§ 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…

§ 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 DSC…

§ 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 F…

FORMS § 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…

§ 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) Incorpo…

§ 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 statutor…

§ 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 corporati…