Pennsylvania § 372 Plan of domestication

Pennsylvania Statutes

§ 372 — Plan of domestication

Pennsylvania § 372

JurisdictionPennsylvania

Title 15CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

PartPART I

Ch. 3ENTITY TRANSACTIONS

Subch.DOMESTICATION

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Bluebook

15 Pa. Cons. Stat. § 372 (2026).

Text

(a)General rule.--A domestic entity may become a foreign entity of the same type by approving a plan of domestication. The plan shall be in record form and contain all of the following:

(1)The name and type of the domesticating entity.

(2)The name and jurisdiction of formation of the domesticated entity.

(3)The manner, if any, of canceling or converting those interests in the domesticating entity, if any, that are to receive special treatment as authorized by and subject to section 329 (relating to special treatment of interest holders).

(4)The proposed public organic record of the domesticated entity if it is a filing entity.

(5)The full text of the private organic rules of the domesticated entity that are proposed to be in record form.

(6)The other terms and conditions of th

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(a) General rule.--A domestic entity may become a foreign entity of the same type by approving a plan of domestication. The plan shall be in record form and contain all of the following:

(1) The name and type of the domesticating entity.

(2) The name and jurisdiction of formation of the domesticated entity.

(3) The manner, if any, of canceling or converting those interests in the domesticating entity, if any, that are to receive special treatment as authorized by and subject to section 329 (relating to special treatment of interest holders).

(4) The proposed public organic record of the domesticated entity if it is a filing entity.

(5) The full text of the private organic rules of the domesticated entity that are proposed to be in record form.

(6) The other terms and conditions of the domestication.

(7) Any other provision required by:

(i) laws of this Commonwealth;

(ii) the laws of the jurisdiction of formation of the foreign domesticated entity; or

(iii) the organic rules of the domesticating entity.

(b) Optional contents.--In addition to the requirements of subsection (a), a plan of domestication may contain any other provision not prohibited by law.

(c) Terms of interests.--Except as provided in the plan of domestication pursuant to section 329, the terms of the interests in the domesticated entity and the rights of the interest holders in the domesticated entity shall be substantially the same as the terms of the interests and the rights of the interest holders in the domesticating entity, except to the extent a different term or right is required by a provision of the organic law of the domesticated entity that cannot be varied in its organic rules.

(d) Cross reference.--See section 316(c) (relating to contents of plan).