Title 15, CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

(a) General rule.--If a defective entity action ratified under this subchapter would have required under any other section of this title a filing in accordance with this title, the ratifying entity shall deliver to the department for filing a statement of validation in accordance…

(a) Standing.--Subject to subsection (f), review of a ratification under this subchapter or of a defective entity action may be commenced in the court by: (1) the ratifying entity; or (2) a person that, at the time of the defective action or its ratification, was: (i) a successor…

(a) Bar on voiding certain defective entity actions.--Subject to subsection (d), after the expiration of the applicable period set forth in subsection (c): (1) a defective entity action other than an overissue is not void or voidable as the result of the failure of authorization …

This chapter shall be known and may be cited as the Entity Transactions Law.

(a) Definitions.--The following words and phrases when used in this chapter shall have the meanings given to them in this subsection unless the context clearly indicates otherwise: "Acquired association." The domestic entity or foreign association, all of one or more classes or s…

A transaction under this chapter to which a business corporation is a party may not impair any right or obligation that a person has under, and may not make applicable or inapplicable to the corporation, any provision of section 2538 (relating to approval of transactions with int…

(a) Regulatory approvals.--If the law of this Commonwealth other than this chapter requires notice to or the approval of a governmental agency or officer of the Commonwealth in connection with the participation under an organic law that is not part of this title by a domestic or …

(a) General rule.--The fact that a sale or conversion of the interests in or assets of an association or a transaction under this chapter or other law produces a result that could be accomplished in any other manner permitted by a different set of provisions of this chapter or ot…

(a) Omission of certain provisions.--A plan as delivered to the department for filing under any provision of this chapter in lieu of a statement of merger, statement of interest exchange, statement of conversion, statement of division or statement of domestication may omit all pr…

(a) General rule.--An interest holder of a domestic entity other than a nonprofit corporation or unincorporated nonprofit association shall be entitled to contractual dissenters rights in connection with a transaction under this chapter, even though the interest holder would not …

(a) Excluded entities.--The following entities may not participate in a transaction under this chapter: (1) A cooperative corporation subject to Chapter 73 (relating to electric cooperative corporations). (2) A beneficial, benevolent, fraternal or fraternal benefit society: (i) h…

An association that approves a plan in its capacity as an interest holder or creditor of a domestic or foreign association that is a party to the transaction under the plan, or that furnishes all or a part of the consideration contemplated by a plan, does not thereby become a par…

(a) General rule.--A domestic association may agree, in record form, to submit a plan to its interest holders whether or not the governors determine, at any time after approving the plan, that the plan is no longer advisable and recommend that the interest holders reject or vote …

(a) Proposal of plan.--Except where the approval of the board of directors is unnecessary pursuant to section 330 (relating to alternative means of approval of transactions), a plan shall be proposed in the case of a domestic business corporation by the adoption by the board of d…

(a) Proposal of plan.--A plan shall be proposed in the case of a domestic nonprofit corporation as follows: (1) by the adoption by the board of directors or other body of a resolution approving the plan; (2) unless otherwise provided in the articles, by petition of members entitl…

(a) General rule.--A plan shall be approved in the case of a domestic general partnership as follows: (1) in the manner provided in its organic rules for the type of plan involved; (2) if its organic rules do not provide for approval of the type of plan involved, in the manner pr…

(a) Proposal of plan.--Except as provided in the organic rules, a plan shall be proposed in the case of a domestic limited partnership by the adoption by a unanimous vote of the general partners of a resolution approving the plan. Except where the approval of the limited partners…

(a) Proposal of plan in manager-managed company.--Except as provided in the organic rules or where the approval of the managers is unnecessary under section 330 (relating to alternative means of approval of transactions), a plan shall be proposed, in the case of a manager-managed…

(a) General rule.--A plan shall be approved in the case of a domestic professional association by vote of a majority, or such higher percentage as may be provided in the organic rules, of the associates, voting according to their proportionate shares of ownership. (b) Cross refer…

(a) General rule.--Except as provided in subsection (b), a plan shall be approved in the case of a domestic business trust as follows: (1) in the manner provided in its organic rules for the type of plan involved; (2) if its organic rules do not provide for approval of the type o…

(a) General rule.--Except as provided in the governing principles, a plan shall be approved in the case of a domestic unincorporated nonprofit association by the affirmative vote of at least a majority of the votes cast at a meeting of the members. (b) Cross reference.--See secti…

(a) General rule.--Except as otherwise restricted in the organic rules, a plan may contain a provision classifying the interest holders of a class or series of interests into one or more separate groups by reference to any facts or circumstances that are not manifestly unreasonab…

(a) General rule.--Except as provided in subsection (b) or the organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval of the transaction. (b)…

(a) General rule.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter: (1) One or more domestic entities may merge with one or more domestic entities or foreign associations into a surviving associati…

(a) General rule.--A domestic entity may become a party to a merger by approving a plan of merger. The plan shall be in record form and contain all of the following: (1) As to each merging association, its name, jurisdiction of formation and type. (2) If the surviving association…

(a) Approval by domestic entities.--A plan of merger shall not be effective unless it has been approved in both of the following ways: (1) The plan is approved by a domestic entity that is a merging association in accordance with the applicable provisions of Subchapter B (relatin…

(a) General rule.--A plan of merger may be amended or abandoned only with the consent of each party to the plan, except as otherwise provided in the plan. (b) Approval of amendment.--A domestic entity that is a merging association may approve an amendment of a plan of merger in o…

(a) General rule.--A statement of merger shall be signed by each merging association and delivered to the department for filing along with the certificates, if any, required by section 139 (relating to tax clearance of certain fundamental transactions). (b) Contents.--A statement…

(a) General rule.--When a merger under this subchapter becomes effective, all of the following apply: (1) The surviving association continues or comes into existence. (2) The separate existence of each merging association that is not the surviving association ceases. (3) All prop…

(a) General rule.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this subchapter: (1) A domestic or foreign association may acquire all of one or more classes or series of the issued and outstanding interests…

(a) General rule.--A domestic entity may be the acquired association in an interest exchange under this chapter by approving a plan of interest exchange. The plan shall be in record form and contain all of the following: (1) The name and type of the acquired association. (2) The …

(a) Approval by domestic entities.--A plan of interest exchange in which the acquired association is a domestic entity shall not be effective unless it has been approved in the following ways: (1) By the acquired domestic entity in accordance with the applicable provisions of Sub…

(a) General rule.--A plan of interest exchange may be amended or abandoned only with the consent of each party to the plan, except as otherwise provided in the plan. (b) Approval of amendment.--A domestic entity that is the acquired association may approve an amendment of a plan …

(a) General rule.--If the acquired association is a domestic entity, a statement of interest exchange shall be signed by that entity and delivered to the department for filing. (b) Contents.--A statement of interest exchange shall contain all of the following: (1) With respect to…

(a) General rule.--When an interest exchange in which the acquired association is a domestic entity becomes effective, all of the following apply: (1) Interests in the acquired association are exchanged or canceled as provided in the plan of exchange, and the interest holders of …

(a) Domestic converting associations.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter: (1) A domestic entity may become a domestic entity of a different type or a domestic banking institution. (2)…

(a) General rule.--A domestic entity or domestic banking institution may be a party to a conversion by approving a plan of conversion. The plan shall be in record form and contain all of the following: (1) The name and type of the converting association. (2) The name, jurisdictio…

(a) Approval by domestic associations.--A plan of conversion in which the converting association is a domestic entity or domestic banking institution shall not be effective unless it has been approved in the following ways: (1) In the case of a domestic entity, in accordance with…

(a) Approval of amendment.--A plan of conversion in which the converting association is a domestic association may be amended in one of the following ways: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. (2)…

(a) General rule.--A statement of conversion shall be signed by the converting association and delivered to the department for filing along with the certificates, if any, required by section 139 (relating to tax clearance of certain fundamental transactions). (b) Contents.--A sta…

(a) General rule.--When a conversion becomes effective, all of the following apply: (1) The converted association is: (i) Organized under and subject to the organic law of the converted association. (ii) The same association without interruption as the converting association. (ii…

(a) Domestic entities.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this subchapter, a domestic entity may divide into: (1) the dividing association and one or more new associations that are either domestic…

(a) General rule.--A domestic entity may become a dividing association under this chapter by approving a plan of division. The plan shall be in record form and contain all of the following: (1) The name and type of the dividing association. (2) A statement as to whether the divid…

(a) Approval by domestic entities.--Except as provided in section 364 (relating to division without interest holder approval) or subsection (d), a plan of division in which the dividing association is a domestic entity is not effective unless it has been approved in both of the f…

(a) General rule.--Unless otherwise restricted by its organic rules, a plan of division of a domestic dividing association shall not require the approval of the interest holders of the dividing association if all of the following are satisfied: (1) The plan does not do any of the…

(a) Approval of amendment.--A plan of division in which the dividing association is a domestic entity may be amended in one of the following ways: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. (2) By its g…