AppendixAPPENDIX TO TITLE 15 CORPORATIONS AND UNINCORPORATED

ASSOCIATIONS

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Supplementary Provisions of Amendatory Statutes

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1972, NOVEMBER 15, P.L.1063, NO.271

§ 2.  Contents of articles of Young Men's Christian Associations.

The articles of every Young Men's Christian Association incorporated prior to January 1, 1972 shall be deemed to contain the language of the former provisions of section 215 of the Nonprofit Corporation Law of 1933 until removed by amendment, and whenever any such association shall amend its articles to eliminate the board of trustees required by such former provisions of law, all real and personal property held by the board of trustees shall be deemed and taken to be transferred to and vested in such Young Men's Christian Association without further act or deed.

Explanatory Note.  Section 215 of the Nonprofit Corporation Law of 1933 required that the articles of incorporation contain the names and addresses of members of a board of trustees and a prescribed statement of purpose.

§ 3.  Incorporation and requirements of educational corporations (Repealed).

1990 Repeal Note.  Section 3 was repealed December 19, 1990, P.L.834, No.198, effective immediately.

§ 4.  Articles of amendment, merger or consolidation of educational corporations (Repealed).

1990 Repeal Note.  Section 4 was repealed December 19, 1990, P.L.834, No.198, effective immediately.

§ 7.  Fee for change of registered office by agent (Repealed).

1988 Repeal Note.  Section 7 was repealed December 21, 1988, P.L.1444, No.177, effective October 1, 1989.

§ 8.  Registration of corporation with Department of State (Repealed).

1990 Repeal Note.  Section 8 was repealed December 19, 1990, P.L.834, No.198, effective immediately.

1988, DECEMBER 21, P.L.1444, NO.177

§ 101.  Short title of act.

This act shall be known and may be cited as the General Association Act of 1988.

§ 104.  Legislative findings as to acceptance of Constitution of Pennsylvania.

(a)  General rule.--The General Assembly finds and determines as follows for the purpose of section 3B of the act of May 5, 1933 (P.L.289, No.105), known as the Nonprofit Corporation Law of 1933, as amended by the act of January 18, 1966 (1965 P.L.1406, No.520), section 3B of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, as amended by the act of January 18, 1966 (1965 P.L.1305, No.519), and sections 3 and 5 of the act of January 18, 1966 (1965 P.L.1443, No.521) (referred to collectively in this section as the Registry Acts of 1966);

(1)  The corporation incorporated by the act of February 24, 1846 (P.L.56, No.47), is subject to the Constitution of Pennsylvania by reason of the enactment and acceptance of the act of April 8, 1867 (P.L.916, No.836).

(2)  The corporation incorporated by the act signed March 27, 1855 (1857 P.L.729, No.732), is subject to the Constitution of Pennsylvania by reason of having its charter enrolled under the act of April 16, 1845 (P.L.532, No.348), after the enactment of the act of May 3, 1855 (P.L.423, No.448).

(3)  The Cedar Grove Cemetery Association, incorporated pursuant to the act of April 6, 1791 (3 Sm.L.20, Ch.1536, 14 Stat. 50), referred to as the Corporation Act of 1791, as supplemented by the act of October 13, 1840 (1841 P.L.1, No.258), is subject to the Constitution of Pennsylvania by reason of the reserved power contained in the proviso to section 3 of the act of April 6, 1791 (3 Sm.L.20, Ch.1536, 14 Stat. 50).

(4)  The corporation incorporated by the act of May 11, 1751 (1 Sm.L. 208, Ch.390, 5 Stat. 128), is subject to the Constitution of Pennsylvania by reason of the acceptance of the benefits of laws passed by the General Assembly after 1873 governing the affairs of corporations, as evidenced by a written acknowledgment of that fact filed by the corporation in the Department of State on December 17, 1981.

(5)  As reported by the Department of State, no corporations, other than those mentioned in paragraphs (1) through (4), filed in the Department of State under the Registry Acts of 1966 on or before January 1, 1967, a certificate declining to accept the provisions of the Constitution of Pennsylvania.

(6)  All corporations incorporated prior to October 14, 1857, under the authority of the Commonwealth or of the late Proprietaries of the Province of Pennsylvania are now subject to the Constitution of Pennsylvania and the general legislative jurisdiction of the General Assembly.

(b)  Proceedings to challenge findings.--Unless a person adversely affected by the findings set forth in subsection (a) commences a declaratory judgment proceeding against the Commonwealth under 42 Pa.C.S. Ch. 75 Subch. C (relating to declaratory judgments) challenging such findings and determinations within one year after the enactment of this act, the findings and determinations shall be final and conclusive. In any such proceeding, the Commonwealth may assert any proper ground, whether or not specified in this section, in support of the determination that the objecting corporation is subject to the Constitution of Pennsylvania and the general legislative jurisdiction of the General Assembly.

§ 105.  Additional filing fee (Repealed).

1990 Repeal Note.  Section 105 was repealed December 19, 1990, P.L.834, No.198, effective immediately.

§ 106.  Taxation of electing partnerships (Repealed).

1992 Repeal Note.  Section 106 was repealed December 18, 1992, P.L.1333, No.169, effective in 60 days.

§ 107.  Prior law transitional provision.

(a)  General rule.--A business corporation as defined in 15 Pa.C.S. § 1103 (relating to definitions) that was incorporated prior to the enactment of this act and that desires to continue in effect any of the provisions of prior law contained in paragraph (2) may file in the Department of State, prior to the general effective date of this act, a statement with respect to continuation of procedure executed by the corporation in the manner provided by 15 Pa.C.S. § 1108 (relating to execution of documents) setting forth:

(1)  The name of the corporation.

(2)  One or more of the following paragraphs, in haec verba:

The entire board of directors, or a class of the board, where the board is classified with respect to the power to elect directors, or any individual director may be removed from office without assigning any cause by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at any annual election of directors or of such class of directors. The preceding sentence shall be interpreted in the same manner as the first sentence of section 405 of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, as amended by the act of July 20, 1968 (P.L.459, No.216).

Special meetings of the shareholders may be called at any time by the president, or the board of directors, or shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at the particular meeting, or by such other officers or persons as may be provided in the articles or bylaws. The preceding sentence shall be interpreted in the same manner as the first sentence of subsection C of section 501 of the Business Corporation Law of 1933, as amended by the act of August 27, 1963 (P.L.1355, No.534).

Every amendment to the articles shall be proposed by either the board of directors by the adoption of a resolution setting forth the proposed amendment or by petition of shareholders entitled to cast at least ten percent of the votes which all shareholders are entitled to cast thereon, setting forth the proposed amendment, which petition shall be directed to, and filed with, the board of directors. The preceding sentence shall be interpreted in the same manner as the first sentence of section 802 of the Business Corporation Law of 1933, as amended by the act of August 27, 1963 (P.L.1355, No.534).

(3)  A statement that the filing of the statement with respect to continuation of procedure was authorized by the board of directors.

(b)  Alternative procedure.--A qualified shareholder of a registered corporation as defined in 15 Pa.C.S. § 2502 (relating to registered corporation status) who desires to continue to enjoy the benefits of any of the provisions of prior law described in subsection (a)(2) may file in the Department of State, prior to the general effective date of this act, a statement with respect to continuation of procedure executed by the qualified shareholder setting forth:

(1)  The name of the corporation.

(2)  One or more of the following paragraphs, in haec verba:

On the petition of a qualified shareholder, as defined in section 107(f) of the General Association Act of 1988, which petition shall be directed to, and filed with the board of directors, the entire board of directors, or a class of the board, where the board is classified with respect to the power to elect directors (which term includes directors elected for terms of more than one year and directors elected by holders of specified classes or series of shares), or any individual director may be removed from office without assigning any cause by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at any annual election of directors or of such class of directors.

Special meetings of the shareholders may be called at any time by a qualified shareholder as defined in section 107(f) of the General Association Act of 1988.

Every amendment to the articles shall be proposed by either the board of directors by the adoption of a resolution setting forth the proposed amendment or by petition of any qualified shareholder as defined in section 107(f) of the General Association Act of 1988, setting forth the proposed amendment, which petition shall be directed to, and filed with, the board of directors.

(3)  A statement that the person executing the statement is a qualified shareholder of the corporation as defined in section 107(f) of the General Association Act of 1988.

(c)  Effect of filing.--Upon filing in the Department of State, the statement with respect to continuation of procedure shall operate as an amendment of the articles of the corporation effective as of the general effective date of this act. A provision of the articles set forth in a statement with respect to continuation of procedure may be amended or stricken in the manner provided by law and the articles of incorporation. For the purposes of 15 Pa.C.S. § 1103, the statement shall be a part of the "articles" as therein defined. The filing of a statement with respect to continuation of procedure as permitted by this section shall not be void or voidable by reason of the participation of one or more directors who are affiliated with any shareholder.

(d)  Discretionary action or inaction.--A director or qualified shareholder shall not be held liable for taking or omitting to take any action permitted by subsection (a) or (b) respectively, it being the intention of this section that any such director or qualified shareholder may exercise absolute discretion in taking or omitting to take any such action.

(e)  Statement of correction.--The provisions of 15 Pa.C.S. § 138 (relating to statement of correction) shall be applicable to a filing under this section. The corporation shall be deemed a person adversely affected by any filing under subsection (b) that is erroneously executed.

(f)  Definition.--As used in this section, the term "qualified shareholder" means a shareholder who:

(1)  on January 1, 1980, and continuously thereafter to the date of the exercise of any power conferred upon a qualified shareholder by this section or the articles; or

(2)  if the corporation was incorporated after January 1, 1980, and before the date of enactment of this act within one year after the incorporation of the corporation and continuously thereafter to the date of the exercise of any power conferred upon a qualified shareholder by this section or the articles;

held (together with its affiliates or associates as defined in 15 Pa.C.S. § 2552 (relating to definitions)) sufficient shares of a corporation to be entitled under the first sentence of subsection C of section 501 of the Business Corporation Law of 1933 to call a special meeting of shareholders of the corporation.

§ 206.  Conforming cross references in unconsolidated statutes.

(a)  Business Corporation Law of 1933.--References in the following acts and parts of acts enacted prior to July 1, 1971 (see 1 Pa.C.S. § 1937 (relating to references to statutes and regulations)) to the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, shall be deemed to be a reference to 15 Pa.C.S. Pt. II Subpt. B, known as the Business Corporation Law of 1988, and all such acts and parts of acts are repealed to the extent inconsistent with this subsection:

Sections 3, 7 and 13 of the act of April 8, 1937 (P.L.262, No.66), known as the Consumer Discount Company Act.

Section 8(b) of the act of January 14, 1952 (1951 P.L.1898, No.522), known as the Funeral Director Law.

Sections 4 and 8 of the act of December 1, 1959 (P.L.1647, No.606), known as the Business Development Credit Corporation Law.

Sections 1204, 1207 and 1222 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.

(b)  Section 202B of the Business Corporation Law of 1933.--References in the following act enacted prior to July 1, 1971 (see 1 Pa.C.S. § 1937 (relating to references to statutes and regulations)) to section 202B of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, shall be deemed to be a reference to 15 Pa.C.S. § 1303(b) (relating to duplicate use of names) and such act is repealed to the extent inconsistent with this subsection: section 802 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.

(c)  Article VIII of the Business Corporation Law of 1933.--References in the following act enacted prior to July 1, 1971 (see 1 Pa.C.S. § 1937 (relating to references to statutes and regulations)) to Article VIII of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, shall be deemed to be a reference to 15 Pa.C.S. Ch. 19 Subchs. A (relating to preliminary provisions) and B (relating to amendment of articles) and such act is repealed to the extent inconsistent with this subsection: section 9.1 of the act of December 1, 1959 (P.L.1647, No.606), known as the Business Development Credit Corporation Act.

(d)  Article IX of the Business Corporation Law of 1933.--References in the following act enacted prior to July 1, 1971 (see 1 Pa.C.S. § 1937 (relating to references to statutes and regulations)) to Article IX of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, shall be deemed to be a reference to 15 Pa.C.S. Ch. 19 Subchs. A (relating to preliminary provisions) and C (relating to merger, consolidation, share exchanges and sale of assets) and such act is repealed to the extent inconsistent with this subsection: section 751(a) of the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921.

(e)  Professional Corporation Law.--References in the following acts and parts of acts enacted prior to July 1, 1971 (see 1 Pa.C.S. § 1937 (relating to references to statutes and regulations)) to the act of July 9, 1970 (P.L.461, No.160), known as the Professional Corporation Law, shall be deemed to be a reference to 15 Pa.C.S. Ch. 29 (relating to professional corporations) and all such acts and parts of acts are repealed to the extent inconsistent with this subsection:

Sections 2, 8.4 and 8.6 of the act of May 26, 1947 (P.L.318, No.140), known as The C.P.A. Law.

Section 8(d) of the act of January 14, 1952 (1951 P.L.1898, No.522), known as the Funeral Director Law.

§ 301.  Transitional provisions (Repealed).

1990 Repeal Note.  Section 301 was repealed December 19, 1990, P.L.834, No.198, effective immediately.

§ 303.  Preparation of act for printing.

In editing and preparing this act for printing in the Laws of Pennsylvania, or pursuant to 1 Pa.C.S. Ch. 5 (relating to official publication of the Consolidated Statutes), the Director of the Legislative Reference Bureau shall insert the date of enactment, pamphlet law page number and act number of this act in the appropriate blanks of the enrolled bill version of this act, without obtaining the approvals or marking the notations required under 1 Pa.C.S. § 1105 (relating to editing statutes for printing).

§ 304.  Effective date and applicability.

(a)  Effective date.--This act shall take effect October 1, 1989, except that:

(1)  Sections 101, 104, 301, 303 and 304 shall take effect immediately.

(2)  The following provisions of Title 15 and as much of the act as may be necessary to make those provisions operative shall take effect immediately and shall be retroactive to January 27, 1987, insofar as relates to the implementation of 42 Pa.C.S. Ch. 83 Subch. F (relating to corporate directors' liability): 15 Pa.C.S. § 1102(b) (relating to coordination with other laws), 15 Pa.C.S. § 1310(a) (relating to organization meeting), 15 Pa.C.S. § 1504(c) (relating to bylaw provisions in articles), 15 Pa.C.S. § 1757(a) (relating to action by shareholders), 15 Pa.C.S. § 1762(c) (relating to controlled shares) and 15 Pa.C.S. § 1766 (relating to consent of shareholders in lieu of meeting).

(3)  The amendment to 54 Pa.C.S. § 311(b)(1) (relating to use of corporate designators) shall take effect immediately and shall be retroactive to March 16, 1983.

(4)  Section 138 (relating to statement of correction) of Title 15 shall take effect immediately and shall be retroactive to January 1, 1980, insofar as relates to filings under the Business Corporation Law of 1933. With respect to matters covered by this paragraph, the one-year period of the last sentence of 15 Pa.C.S. § 138(c) shall run from the later of the date of enactment of this act or the date upon which such filing was or is made by or with respect to a corporation subject to the Business Corporation Law of 1933.

(5)  Section 302(e), insofar as it repeals 59 Pa.C.S. Ch. 5 (relating to limited partnerships), and section 103, insofar as it enacts 15 Pa.C.S. § 8502(a) (relating to applicability of chapter to existing limited partnerships), shall take effect 90 days after the Governor publishes a proclamation in the Pennsylvania Bulletin stating that the Governor has found that the United States Internal Revenue Service has determined that 15 Pa.C.S. Ch. 85 (relating to limited partnerships) corresponds to the Uniform Limited Partnership Act for purposes of 26 C.F.R. § 301.7701-2. The Governor shall issue such a proclamation upon being furnished with a copy of a ruling by the Internal Revenue Service to that effect. Delay in the repeal of 59 Pa.C.S. Ch. 5 and enactment of 15 Pa.C.S. § 8502(a) shall not postpone the effective date of 15 Pa.C.S. Ch. 85, and pending repeal of 59 Pa.C.S. Ch. 5, persons may utilize either statute at their election, which shall be expressed in the partnership agreement, for the government and regulation of the affairs of the limited partnership. A partnership agreement that fails to identify expressly the statute applicable to the partnership shall be deemed to contain an election to be governed by 59 Pa.C.S. Ch. 5. On the effective date of the repeal of 59 Pa.C.S. Ch. 5, any partnership then governed by that chapter shall thereafter be governed by 15 Pa.C.S. Ch. 85.

(6)  (Repealed).

(7)  The amendments to 15 Pa.C.S. Ch. 87 (relating to electing partnerships) shall take effect immediately and shall be retroactive to July 10, 1981.

(8)  Section 103, insofar as it enacts 15 Pa.C.S. Ch. 77 (relating to workers' cooperative corporations), shall take effect in 180 days.

(b)  Applicability.--(Repealed).

1994 Proclamation.  The proclamation of the Governor referred to in section 304(a)(5) was published in the Pennsylvania Bulletin on June 18, 1994, at 24 Pa.B. 3001 and is set forth in full in this appendix.

1990 Repeal Note.  Subsections (a)(6) and (b) were repealed December 19, 1990, P.L.834, No.198, effective immediately.

References in Text.  42 Pa.C.S. Ch. 83 Subch. F (relating to corporate directors' liability), referred to in subsec. (a), was repealed by the act of December 19, 1990, P.L.834, No.198. The subject matter is now contained in Subchapter B of Chapter 5, Subchapter B of Chapter 17 and Subchapter B of Chapter 57 of Title 15.

1990, APRIL 27, P.L.129, NO.36

§ 7.  Severability.

The provisions of this act are severable. If any provision of this act or its application to any person or circumstance is held invalid, the remainder of this act, and the application of such provision to other persons and circumstances, shall not be affected thereby.

Explanatory Note.  Act 36 added or amended sections 102, 511, 512, 1103, 1721, 2502 and 2542 and Subchapters G, H, I and J of Chapter 25 of Title 15.

§ 8.  Construction of law.

(a)  Effect on pension system trustees.--Nothing contained in this amendatory act shall be deemed to affect, modify or change in any manner whatsoever the rights, obligations or duties of, or the standards pertaining to, any trustee of any Commonwealth or municipal pension system or the actions, activities or investment strategies of any such trustee with respect to any assets of any such pension system.

(b)  Liability of directors.--A director shall not be held liable for taking or omitting to take any action permitted by 15 Pa.C.S. § 511(g) (relating to standard of care and justifiable reliance), 1721(j) (relating to board of directors), 2561(b)(2) (relating to application and effect of subchapter) or 2571(b)(2) (relating to application and effect of subchapter), it being the intention of this act that any such director may exercise absolute discretion in taking or omitting to take any such action.

(c)  Effect on control transactions.--Other than section 5, nothing contained in this amendatory act shall be construed as having, or be deemed to have, any effect on the existing practice under 15 Pa.C.S. Ch. 25 Subch. E (relating to control transactions) or the interpretation, construction, scope or applicability of 15 Pa.C.S. Ch. 25 Subch. E or as expressing any agreement or disagreement with any court interpretation relating to 15 Pa.C.S. Ch. 25 Subch. E. Further, nothing in this amendatory act shall be construed as having, or be deemed to have, any effect on the interpretation, construction, scope or applicability of any provision of this title, specifically including 15 Pa.C.S. §§ 511(b) and (c) and 1721(c) and (d), that are not explicitly amended by this amendatory act.

1990, DECEMBER 19, P.L.834, NO.198

§ 101.  Short title.

This act shall be known and may be cited as the GAA Amendments Act of 1990.

2008 Partial Repeal.  Section 10(3) of Act 62 of 2008 provided that Act 198 is repealed insofar as it is inconsistent with Act 62.

§ 201.  Definition of term "insurance corporation."

As used in this division, the term "insurance corporation" means any domestic insurance company of any of the classes described in section 201 or 701(3) of the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921, or incorporated under the acts of April 28, 1903 (P.L.329, No.259), April 20, 1927 (P.L.317, No.190), June 24, 1939 (P.L.686, No.320), June 20, 1947 (P.L.687, No.298), June 28, 1951 (P.L.941, No.184), July 15, 1957 (P.L.929, No.401), or any similar act relating to the incorporation or reincorporation of limited life insurance companies. The term does not include any of the following:

(1)  A hospital plan corporation subject to 40 Pa.C.S. Ch. 61 (relating to hospital plan corporations).

(2)  A professional health service corporation subject to 40 Pa.C.S. Ch. 63 (relating to professional health services plan corporations).

(3)  A fraternal benefit society subject to the act of July 29, 1977 (P.L.105, No.38), known as the Fraternal Benefit Society Code.

(4)  A health maintenance organization subject to the act of December 29, 1972 (P.L.1701, No.364), known as the Health Maintenance Organization Act.

§ 202.  Corporate powers.

(a)  General rule.--No insurance corporation shall transact any other business other than that specified in its original or amended articles of incorporation or charter or authorized by statute regulating the business of the corporation.

(b)  Ancillary activities.--With the prior approval of the Insurance Department, an insurance corporation may, independently of its insurance business and in addition to authority conferred by any other statute regulating the business of the corporation, provide services of the kinds it performs in the normal conduct of the business for which it is incorporated, including, but not limited to, consultative, administrative, investment, actuarial, loss prevention, data processing, accounting, claims and collection services. The Insurance Department shall take into account the effect of the provision of such services on the insurance business of the corporation and the risks inherent in the provision of such services by the corporation.

(c)  Subsidiaries.--Subsections (a) and (b) shall not affect the power of an insurance corporation to hold, own and control subsidiaries engaged in other businesses as authorized by law.

§ 203.  Authorization to do business.

No insurance corporation incorporated after June 19, 1991, shall have power to engage in the business of insurance until it shall have received a certificate from the Insurance Department authorizing the corporation to commence business.

§ 204.  Amendment of articles.

(a)  General rule.--Any amendment of the articles of incorporation or charter of any insurance corporation that may be effected only by action or with the approval of the shareholders or members (other than an amendment authorizing or creating a new class or series of shares or increasing the authorized number of any previously authorized class or series of shares) shall become effective only if approved by the Insurance Department. See 15 Pa.C.S. § 103 (relating to subordination of title to regulatory laws).

(b)  Amendments not requiring approval of Insurance Department.--The Department of State shall forward to the Insurance Department a copy of any amendment of the articles of incorporation or charter of any insurance corporation that becomes effective without the approval of the Insurance Department.

(c)  Reduction in capital stock.--The capital stock of an insurance corporation shall not be reduced below the minimum amount of capital stock required by law for the formation of the corporation.

§ 205.  Other fundamental transactions.

(a)  General rule.--Any plan of merger, consolidation, exchange, asset transfer, division or conversion of any insurance corporation, any recapitalization or voluntary dissolution of any insurance corporation or any issuance of shares by any insurance corporation in exchange for shares of another insurance company shall become effective only if approved by the Insurance Department. See 15 Pa.C.S. § 103 (relating to subordination of title to regulatory laws).

(b)  Standards.--A share exchange or similar transaction shall be approved if it is in accordance with law and the terms and conditions are fair. A reduction in capital stock shall be approved if it is in accordance with law and consistent with the interests of the policyholders and creditors. A merger or consolidation of a title insurance company or the acquisition of substantially all the assets or stock of a title insurance company or abstract company by a title insurance company shall be approved if it is in accordance with law, not inequitable to the shareholders of any title insurance or abstract company involved and will not substantially reduce the security of and service to be rendered to policyholders of the domestic title insurance company in this Commonwealth or elsewhere. Any other transaction subject to subsection (a) shall be approved if it is in accordance with law and not injurious to the interests of the policyholders and creditors.

(c)  Approval of compensation.--No director, officer, agent or employee of any title insurance company or abstract company party to any merger, consolidation or acquisition subject to subsection (a) shall receive any fee, commission, compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting therein except as set forth in the terms of the transaction submitted to the Insurance Department for approval.

(d)  Transactions with foreign corporations.--Any foreign insurance company participating in or resulting from any transaction subject to subsection (a) shall engage in the transaction only with the approval of the insurance supervising officials of the jurisdiction in which such foreign insurance company is incorporated or is to be incorporated. A change in domicile of an insurance corporation to another jurisdiction may be effected only with the consent of the Insurance Department. A foreign insurance company that is a surviving or resulting corporation in any transaction subject to subsection (a) shall not be deemed to hold a certificate of authority to do an insurance business within this Commonwealth solely by reason of the approval by the Insurance Department and consummation of the transaction.

(e)  Mergers of stock and mutual insurance companies.--A mutual insurance company shall not merge or consolidate with an insurance corporation organized on a stock share basis.

(f)  Dissolution of mutual companies.--Assets of mutual life insurance companies, derived from a health and accident business, other than those properly credited to the members or policyholders on policies covering such business, and the assets of mutual companies, other than mutual life companies, which may not be properly credited to policyholders and members, shall be escheated to the Commonwealth upon the dissolution of such companies.

(g)  Definition.--As used in this section, the term "recapitalization" includes any reduction in stated capital and excludes any new or additional share authorization for which approval by the Insurance Department is not required by section 204.

§ 206.  Increases in capital stock.

Within 30 days after any increase in the capital stock of an insurance corporation, the corporation shall report the increase to the Insurance Department on a form for that purpose prescribed by regulation by the department.

§ 207.  Administrative procedure.

(a)  General rule.--Every application for a certificate of authority or other approval by the Insurance Department under this division shall be made to the department in writing and shall be in such form as the procedural regulations of the department may require.

(b)  Standards for approval.--A certificate of authority or other approval under this division shall be issued by order of the department only if and when the department shall find and determine that the application complies with the provisions of this division and the procedural regulations of the department thereunder.

(c)  Procedure before department.--For the purpose of enabling the department to make the finding or determination required by subsection (b), the department shall afford reasonable notice and opportunity for hearing, which shall be public, and, before or after any such hearing, it may make such inquiries, audits and investigations, and may require the submission of such supplemental studies and information, as it may deem necessary or proper to enable it to reach a finding or determination. The department, in granting a certificate of authority or other approval, may impose such conditions as it may deem to be just and reasonable. In every case the department shall make a finding or determination in writing, stating whether or not the application has been approved, and, if it has been approved in part only, specifying the part which has been approved and the part which has been denied. Any holder of a certificate of authority or other approval, exercising the authority conferred thereby, shall be deemed to have waived any and all objections to the terms and conditions of such certificate or other approval.

(d)  Judicial review.--Orders of the department upon an application for a certificate of authority or other approval under this section shall be subject to judicial review in the manner and within the time provided or prescribed by law.

§ 208.  Existing powers preserved.

Nothing in this act shall impair the power of any insurance corporation to transact business to the same extent as if this act had not been enacted.

§ 309.  Conforming cross references in unconsolidated statutes.

(a)  Insurance Company Law.--References in the following act enacted prior to July 1, 1971 (see 1 Pa.C.S. § 1937 (relating to references to statutes and regulations)), to section 337.5 of the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921, shall be deemed to be a reference to section 205 of this act and 15 Pa.C.S. § 1924(b)(1)(ii), and such act is repealed to the extent inconsistent with this subsection: section 337.6 of the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921.

(b)  Professional Association Act.--References in the following act enacted prior to July 1, 1971 (see 1 Pa.C.S. § 1937 (relating to references to statutes and regulations)), to the act of August 7, 1961 (P.L.941, No.416), known as the Professional Association Act, shall be deemed to be a reference to 15 Pa.C.S. Ch. 93 (relating to professional associations), and such act is repealed to the extent inconsistent with this subsection: sections 2, 8.4 and 8.6 of the act of May 26, 1947 (P.L.318, No.140), known as The C.P.A. Law.

(c)  Electric Cooperative Corporation Act.--References in the following act enacted prior to July 1, 1971 (see 1 Pa.C.S. § 1937 (relating to references to statutes and regulations)), to the act of June 21, 1937 (P.L.1969, No.389), known as the Electric Cooperative Corporation Act, shall be deemed to be a reference to 15 Pa.C.S. Ch. 73 Subchs. A (relating to preliminary provisions) and B (relating to powers, duties and safeguards), and such act is repealed to the extent inconsistent with this subsection: sections 2471.1(b) and 2471.2(k) of the act of February 1, 1966 (1965 P.L.1656, No.581), known as The Borough Code, added by section 1 of the act of December 30, 1982 (P.L.1465, No.333).

§ 402.  Preparation of act for printing.

In editing and preparing this act for printing in the Laws of Pennsylvania, or pursuant to 1 Pa.C.S. Ch. 5 (relating to official publication of the consolidated statutes), the Director of the Legislative Reference Bureau shall insert the date of enactment, pamphlet law page number and act number of this act in the appropriate blanks of the enrolled bill version of this act, without obtaining the approvals or marking the notations required under 1 Pa.C.S. § 1105 (relating to editing statutes for printing).

§ 403.  Transitional provision (Repealed).

1992 Repeal Note.  Section 403 was repealed December 18, 1992, P.L.1333, No.169, effective in 60 days.

§ 404.  Effective dates and applicability.

(a)  Effective dates.--This act shall take effect immediately, except that:

(1)  Subchapter C of Chapter 1 of Title 15 (relating to Corporation Bureau and UCC fees) shall take effect on the first day of the month following the month of enactment of this act.

(2)  15 Pa.C.S. § 1702(c) and the amendments to 15 Pa.C.S. §§ 1906 and 1924(b) shall be retroactive to October 1, 1989.

(3)  The amendments to 15 Pa.C.S. § 5758(b) shall be retroactive to February 13, 1972.

(4)  15 Pa.C.S. §§ 135(c)(2) and 1901(a)(2) and Chapter 75 of Title 15 and section 401(a), insofar as it repeals the act of June 12, 1968 (P.L.173, No.94), known as the Cooperative Agricultural Association Act, shall take effect in four months.

(5)  The amendments to Chapter 77 of Title 15 shall be retroactive to June 19, 1989.

(6)  The amendments to 15 Pa.C.S. § 8562(b) shall take effect in four months and shall not apply to any certificate of partnership interest issued or issuable on the effective date of such amendments.

(7)  Title 17 (relating to credit unions) and section 401(d) of this act shall take effect in two months.

(8)  The expansion of the scope of Subpart B of Part II of Title 15 to include insurance corporations as defined in section 201 and all related changes in law affecting insurance corporations, including the repeals provided in section 401(b), shall take effect in six months.

(b)  Applicability.--The provisions of Title 15 that are derived from former 42 Pa.C.S. Ch. 83 Subch. F (relating to corporate directors' liability):

(1)  shall not be construed to repeal or otherwise affect or impair 15 Pa.C.S. § 1728 (relating to interested directors or officers; quorum) or 2538 (relating to approval of transactions with interested shareholders) or 42 Pa.C.S. § 8332.2 (relating to officer, director, or trustee of nonprofit organization negligence standard); and

(2)  shall not apply to:

(i)  any actions filed prior to January 27, 1987, nor to any breach of performance of duty or any failure of performance of duty by any director or officer of a business corporation occurring prior to that date; or

(ii)  any actions filed against or any breach of performance of duty or any failure of performance of duty by any director or officer of any other domestic corporation for profit or not-for-profit occurring prior to the date that such corporation first became or becomes subject to former 42 Pa.C.S. Ch. 83 Subch. F or 15 Pa.C.S. Ch. 5 Subch. B (relating to indemnification and corporate directors' liability).

2001 Partial Repeal.  Section 4(2) of Act 34 of 2001 provided that subsec. (b) is repealed insofar as it applies to sections 1745 and 5745 of Title 15.

1992, DECEMBER 18, P.L.1333, NO.169

§ 1.  Short title.

This act shall be known and may be cited as the GAA Amendments Act of 1992.

§ 6.  Suspension.

15 Pa.C.S. § 8103 (relating to continuation of certain limited partnerships) is suspended retroactive to December 19, 1990. The suspension of that section shall continue until such time, if any, as the Governor publishes a proclamation in the Pennsylvania Bulletin stating that the Governor has found that the Internal Revenue Service has published a revenue ruling to the effect that a provision of State law, a certificate of limited partnership or a partnership agreement that permits not less than a majority in interest of the partners of a limited partnership to elect to continue the business of the partnership or to appoint one or more replacement general partners following an event of withdrawal by a sole remaining general partner will not cause the partnership to have the characteristic of continuity of life. The Governor shall issue such proclamation upon being furnished with a copy of a ruling by the Internal Revenue Service to that, or similar, effect. The proclamation shall also state the suspension of 15 Pa.C.S. § 8103 shall be lifted, and that the section shall be deemed effective, as of the date of publication of the proclamation.

1993 Proclamation.  The proclamation of the Governor referred to in section 6 was published in the Pennsylvania Bulletin on November 20, 1993, at 23 Pa.B. 5524.

References in Text.  Section 8103, referred to in this section, is repealed.

1994, JUNE 18, 24 Pa.B. 3001

PROCLAMATION

Proclamation pursuant to section 304(a)(5)

of the General Association Act of 1988

WHEREAS, Section 304(a)(5) of the act of December 21, 1988 (P.L.1444, No.177), known as the General Association Act of 1988, 15 P.S. 20304(a)(5), provides that section 302(e) of the act, insofar as it repeals 59 Pa.C.S. Ch. 5 (relating to limited partnerships), and section 103, insofar as it enacts 15 Pa.C.S. § 8502(a) (relating to applicability of chapter to existing limited partnerships), shall take effect 90 days after the Governor publishes a proclamation in the Pennsylvania Bulletin stating that the Governor has found that the United States Internal Revenue Service has determined that 15 Pa.C.S. Ch.85 (relating to limited partnerships) corresponds to the Uniform Limited Partnership Act for purposes of 26 C.F.R. § 301.7701-2; and

WHEREAS, The General Association Act of 1988 provides further that the Governor shall issue such a proclamation upon being furnished with a copy of a ruling by the Internal Revenue Service to that effect; and

WHEREAS, I have received a copy of Revenue Ruling 94-10, published in Volume 1994-6 of the February 7, 1994, issue of the Internal Revenue Bulletin at page 12; and

WHEREAS, Said Revenue Ruling provides as follows:

In Rev. Rul. 94-2, 1994-1 I.R.B. 8, the Internal Revenue Service listed the states whose revised uniform limited partnership acts the Service had examined and determined correspond to the Uniform Limited Partnership Act (ULPA) for purposes of § 301.7701-2 of the Procedure and Administration Regulations.

The Service has determined that Pennsylvania has enacted legislation that, as of its effective date with amendments, corresponds to ULPA for purposes of § 301.7701-2:

15 Pa. Cons. Stat. Ann. sections 8501 through 8594, and section 8103 (Purdon Supp. 1993) effective October 1, 1989, with amendments effective through November 20, 1993.

NOW THEREFORE, I, Robert P. Casey, Governor of the Commonwealth of Pennsylvania, by virtue of the authority vested in me by the Constitution of the Commonwealth of Pennsylvania and section 304(a)(5) of the act of December 21, 1988 (P.L.1444, No.177), known as the General Association Act of 1988, do hereby find that the Internal Revenue Service has determined that 15 Pa.C.S. Ch.85 (relating to limited partnerships) corresponds to the Uniform Limited Partnership Act for purposes of 26 C.F.R. § 301.7701-2.

Further, I hereby proclaim in accordance with law that, accordingly, section 302(e) of the act, insofar as it repeals 59 Pa.C.S. Ch.5 (relating to limited partnerships), and section 103 of the act, insofar as it enacts 15 Pa.C.S. § 8502(a) (relating to applicability of chapter to existing limited partnerships), shall take effect 90 days after the date of publication of this proclamation.

GIVEN under my hand and the Great Seal of the Commonwealth this seventh day of June, in the year of our Lord, one thousand nine-hundred and ninety-four and of the Commonwealth, the two-hundred and eighteenth.

Robert P. Casey

Governor

1994, DECEMBER 7, P.L.703, NO.106

§ 1.  Short title.

This act shall be known and may be cited as the Limited Liability Company Act.

2001, JUNE 22, P.L.418, NO.34

§ 1.  Short title.

This act shall be known and may be cited as the GAA Amendments Act of 2001.

2013, JULY 9, P.L.476, NO.67

§ 55.  Publication of notice.

When the Department of State is ready to provide expedited services under the addition of 15 Pa.C.S. § 153(a)(16), it shall transmit notice of that fact to the Legislative Reference Bureau for publication as a notice in the Pennsylvania Bulletin.

Explanatory Note.  Act 67 amended, reenacted, added, deleted or repealed sections 102, 107, 111, 131, 133, 134, 135, 136, 152, 153, 155, 156, 1103, 1104, 1306, 1504, 1523, 1527, 1528, 1529, 1552, 1575, 1704, 1705, 1727, 1756, 1759, 1764, 1766, 1906, 1907, 1908, 1911, 1913, 1922, 1923, 1931, 1957, 1973, 1978, 2522, 2528, 2529, 2545, 3133, 3135, 3322, 3325, 3331, 4127, 5103, 5104, 5105, 5106, 5107, 5108, 5109, 5302, 5306, 5307, 5308, 5309, 5310, 5331, 5501, 5504, 5509, 5511, 5541, 5542, 5543, 5544, 5546, 5547, 5548, 5550, 5551, 5552, 5553, 5554, 5585, 5586, 5587, 5588, 5589, 5702, 5704, 5705, 5708, 5722, 5723, 5724, 5725, 5726, 5727, 5728, 5729, 5730, 5731, 5733, 5746, 5751, 5752, 5753, 5754, 5755, 5756, 5757, 5759, 5760, 5761, 5762, 5763, 5764, 5765, 5766, 5767, 5768, 5769, 5770, 5791, 5792, 5793, 5911, 5913, 5914, 5921, 5923, 5924, 5925, 5926, 5928, 5930, 5951, 5956, 5957, 5972, 5973, 5975, 5976, 5977, 5978, 5979, 5980, 5981, 5982, 5983, 5984, 5986, 5987, 5988, 5992, 5997, 6101, 6102, 6103, 6104, 6122, 6123, 6141, 6142, 6143, 6145, 8911 and 8925, the heading of Chapter 91 and sections 9101, 9102, 9103, 9111, 9112, 9113, 9114, 9115, 9116, 9117, 9118, 9119, 9120, 9121, 9122, 9123, 9124, 9125, 9126, 9127, 9128, 9129, 9130, 9131, 9132, 9133, 9134, 9135, 9136 and 9503 of Title 15 and sections 101 and 501 of Title 54.

§ 56.  Restoration of provisions.

Notwithstanding 1 Pa.C.S. § 1957, it is declared to be the intent of the act of December 21, 1988 (P.L.1444, No.177), known as the General Association Act of 1988, the act of December 19, 1990 (P.L.834, No.198), known as the GAA Amendments Act of 1990, the act of December 18, 1992 (P.L.1333, No.169), known as the GAA Amendments Act of 1992, the act of June 22, 2001 (P.L.418, No.34), known as the GAA Amendments Act of 2001, and this act cumulatively to restore all provisions of 15 Pa.C.S. added by the act of November 15, 1972 (P.L.1063, No.271), entitled "An act amending the act of November 25, 1970 (No.230), entitled 'An act codifying and compiling a part of the law of the Commonwealth,' adding provisions relating to burial grounds, corporations, including corporations not-for-profit, educational institutions, private police, certain charitable or eleemosynary institutions, certain nonprofit insurers, service of process on certain nonresident persons, names, prescribing penalties and making repeals," to their status prior to the partial repeal effected by section 905 of the former act of July 29, 1977 (P.L.105, No.38), known as the Fraternal Benefit Society Code, except as otherwise expressly provided by such provisions as reenacted and amended by the General Association Act of 1988, the GAA Amendments Act of 1990, the GAA Amendments Act of 1992, the GAA Amendments Act of 2001 and this act.

§ 57.  Retroactivity.

Section 56 of this act shall apply retroactively to January 30, 1978.

2014, OCTOBER 22, P.L.2640, NO.172

§ 1.  Short tile.

This act shall be known and may be cited as the Association Transactions Act.

Explanatory Note.  Act 172 amended, added, deleted or repealed sections 102, 109, 112, 113, 133, 135, 136, 138, 139, 141, 142, 143, 144, 145, 152 and 153, the heading of Subchapter D of Chapter 1, sections 161 and 162, Chapters 2, 3 and 4, sections 1103, 1105, 1106, 1303, 1304, 1305, 1306, 1341, 1571, 1575, 1704, 1757, 1766, 1901, 1902, 1904, 1905, 1906 and 1908, the heading of Subchapter C of Chapter 19, sections 1921, 1922, 1923, 1924, 1925, 1926, 1927, 1928, 1929, 1930, 1931 and 1932, Subchapters D and E of Chapter 19, sections 1980, 2101, 2121, 2301, 2501, 2521, 2538, 2539, 2701, 2721, 2901, 2921, 3101, 3301, 3304, 4122, 4123, 4124, 4125, 4126, 4127, 4128, 4129, 4130, 4131, 4141, 4142, 4143 and 4144, Subchapter D of Chapter 41, sections 5103, 5106, 5303, 5304, 5305, 5341, 5704, 5757 and 5766, the heading of Chapter 59, sections 5901, 5902 and 5905, the heading of Subchapter C of Chapter 59, sections 5921, 5922, 5923, 5924, 5925, 5926, 5927, 5928, 5929 and 5930, the heading of Subchapter D of Chapter 59, sections 5951, 5952, 5953, 5954, 5955, 5956 and 5957, Subchapter E of Chapter 59, sections 5980, 6121, 6122, 6123, 6124, 6125, 6126, 6127, 6128, 6129, 6130, 6131, 6141, 6142, 6143 and 6144, Subchapter D of Chapter 61, sections 7411, 7702, 7703, 7704, 7723, 8203, 8211, 8503, 8505, 8513 and 8514, Subchapter F of Chapter 85, section 8571, Subchapters J and K of Chapter 85, sections 8903, 8905 and 8908, Subchapters G, H and J of Chapter 89 and sections 9112, 9302, 9502, 9503 and 9507 of Title 15 and sections 302, 303, 311, 501, 502 and 503 of Title 54.

§ 1.1.  Legislative findings and declarations.

The General Assembly finds and declares as follows:

(1)  It is necessary to modernize the laws of this Commonwealth on the organization and governance of corporations and other associations in order to make the Commonwealth competitive with other states in attracting business organizations.

(2)  This act is designed to amend 15 Pa.C.S. Pt. I to integrate the law on corporations and other associations by enacting provisions applicable to all forms of associations and authorizing transactions involving any form of association.

(3)  It is also necessary to modernize the law on those subjects in order to improve the functioning of the Bureau of Corporations and Charitable Organizations, which administers that law.

(4)  This act is designed to amend 15 Pa.C.S. Pt. I to integrate the law on entity names, entity transactions and registration of foreign entities into a single coherent body of law that can be efficiently administered by the Bureau of Corporations and Charitable Organizations and easily used and understood by the citizens of this Commonwealth.