§ 351 — Conversion authorized

Pennsylvania § 351

• Jurisdiction: Pennsylvania
• Title 15: CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
• Part: PART I
• Ch. 3: ENTITY TRANSACTIONS
• Subch.: CONVERSION

Text

(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 domestic banking institution may become a domestic association of a different type.

(3) A domestic entity may become a foreign association of a different type, if the conversion is authorized by the laws of the foreign jurisdiction.

(b) Foreign converting associations.--By complying with the applicable provisions of this subchapter, a foreign association may become a domestic entity of a different type if the conversion is authorized by the laws of the jurisdiction of formation of the foreign association.

(c) Protected governance agreements.--If a protected governance agreement that is binding on a domestic entity immediately before the effectiveness of a transaction under this chapter contains a provision that applies to a merger of the entity but does not refer to a conversion, the provision shall apply to a conversion of the entity as if the conversion were a merger until the provision is amended after July 1, 2015.

(d) Exceptions.--This subchapter may not be used to accomplish a transaction that has the same effect as a transaction under any of the following provisions:

(1) Section 7104 (relating to election of an existing business corporation to become a cooperative corporation).

(2) Section 7105 (relating to termination of status as a cooperative corporation for profit).

(3) Section 7106 (relating to election of an existing nonprofit corporation to become a cooperative corporation).

(4) Section 7107 (relating to termination of nonprofit cooperative corporation status).

(e) Cross reference.--See section 314 (relating to regulatory conditions and required notices and approvals).

Legislative History

Cross References.Section 351 is referred to in section 1106 of this title.