2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 1 - General Provisions
139 - Tax clearance of certain fundamental transactions.

     § 139.  Tax clearance of certain fundamental transactions.
        (a)  General rule.--Except as provided in subsection (c), a
     domestic association shall not file articles or a certificate of
     merger or consolidation effecting a merger or consolidation into
     a nonqualified foreign association or articles or a certificate
     of dissolution or a statement of revival, a qualified foreign
     association shall not file an application for termination of
     authority or similar document in the Department of State and a
     domestic association shall not file articles or a certificate of
     division dividing solely into nonqualified foreign associations
     unless the articles, certificate, application or other document
     are accompanied by clearance certificates from the Department of
     Revenue and the Office of Employment Security of the Department
     of Labor and Industry, evidencing the payment by the association
     of all taxes and charges due the Commonwealth required by law.
        (b)  Tax clearance in judicial proceedings.--Until the
     clearance certificates described in subsection (a) have been
     filed with the court:
            (1)  The court shall not order the dissolution of a
        domestic business corporation, nonprofit corporation or
        business trust.
            (2)  The court shall not approve a final distribution of
        the assets of a domestic general partnership, limited
        partnership, electing partnership or limited liability
        company if the court is supervising the winding up of the
        association.
        (c)  Alternative provisions.--If clearance certificates are
     filed with the court as required under subsection (b), it shall
     not be necessary to file the clearance certificates with the
     Department of State.
     (Dec. 7, 1994, P.L.703, No.106, eff. 60 days; June 22, 2001,
     P.L.418, No.34, eff. 60 days)

        Cross References.  Section 139 is referred to in sections
     135, 1104, 1341, 1927, 1955, 1977, 1980, 1989, 4129, 5104, 5341,
     5927, 5955, 5977, 5989, 6129, 8359, 8513, 8547, 8571, 8573,
     8579, 8586, 8958, 8964, 8973, 8975, 8978 of this title; section
     1305 of Title 17 (Credit Unions).