2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 1 - General Provisions
162 - Contingent domestication of certain alien associations.

     § 162.  Contingent domestication of certain alien associations.
        (a)  General rule.--Any association as defined in subsection
     (i) may become a contingent domestic association by filing in
     the Department of State a statement of contingent domestication.
     The statement of contingent domestication and all papers and
     information relating thereto shall remain confidential and shall
     not be available for public inspection until and unless the
     association files a statement of consummation of domestication
     as provided in subsection (c).
        (b)  Statement of contingent domestication.--The statement of
     contingent domestication shall be executed by the association
     and shall set forth in the English language:
            (1)  In the case of:
                (i)  a corporation subject to section 4161 (relating
            to domestication), the statements required to be set
            forth in articles of domestication (except the statement
            required by section 4161(b)(6));
                (ii)  a corporation subject to section 6161 (relating
            to domestication), the statements required to be set
            forth in articles of domestication (except the statement
            required by section 6161(b)(6));
                (iii)  a limited partnership subject to section 8590
            (relating to domestication), the statements required to
            be set forth in a certificate of domestication (except
            the statement required by section 8590(b)(5));
                (iv)  a limited liability company subject to section
            8982 (relating to domestication), the statements required
            to be set forth in a certificate of domestication (except
            the statement required by section 8982(b)(5));or
                (v)  any other association, the statements required
            by section 161(b) (relating to statement of
            domestication) to be set forth in a statement of
            domestication (except the statement required by section
            161(b)(5)).
            (2)  A statement that the effectiveness of the statement
        is contingent upon the subsequent filing of a statement of
        consummation of domestication.
            (3)  A statement that the filing of the statement of
        contingent domestication and the delegation of authority to
        file a statement of consummation of domestication has been
        authorized (unless its charter or other organic documents
        require a greater vote):
                (i)  by a majority vote of the votes cast by all
            shareholders entitled to vote thereon and, if any class
            of shares is entitled to vote thereon as a class, a
            majority of the votes cast in each class vote, in the
            case of a corporation subject to section 4161;
                (ii)  by a majority vote of the votes cast by all
            members, if any, entitled to vote thereon and, if any
            class of members is entitled to vote thereon as a class,
            a majority of the votes cast in each class vote, in the
            case of a corporation subject to section 6161;
                (iii)  by a majority vote of the votes cast by all
            partners entitled to vote thereon and, if any class of
            partners is entitled to vote thereon as a class, a
            majority of the votes cast in each class vote, in the
            case of a limited partnership subject to section 8590;
                (iv)  by a majority vote of the votes cast by all
            members entitled to vote thereon and, if any class of
            members is entitled to vote thereon as a class, a
            majority of the votes cast in each class vote, in the
            case of a limited liability company subject to section
            8982; or
                (v)  by a majority in interest of the shareholders,
            members or other proprietors of the association in any
            other case.
        (c)  Statement of consummation of domestication.--At any time
     after the filing of a statement of contingent domestication, the
     association may file in the department a statement of
     consummation of domestication which shall be executed by the
     association and shall set forth:
            (1)  The name of the association as set forth in its
        statement of contingent domestication.
            (2)  A statement that either:
                (i)  an emergency condition exists in the
            jurisdiction the law of which governs the internal
            affairs of the association and that in the judgment of
            the management of the association a temporary transfer of
            the domicile of the association to this Commonwealth is
            warranted by the circumstances; or
                (ii)  an event has occurred that, under the law of
            the jurisdiction governing the internal affairs of the
            association, permits the association to transfer its
            domicile.
        (d)  Statement of termination of domestication.--At any time
     after the filing of a statement of consummation of
     domestication, the association may file in the department a
     statement of termination of domestication which shall be
     executed by the association and shall set forth:
            (1)  The name of the association in the form set forth in
        the prior filings under this section.
            (2)  If a statement of consummation of domestication has
        theretofore been filed and is then in effect, a statement
        that the association elects to terminate its domicile in this
        Commonwealth.
            (3)  A statement that either:
                (i)  the statement of contingent domestication is
            reinstated pending the filing in the department of a new
            statement of consummation of domestication; or
                (ii)  the statement of contingent domestication is
            withdrawn.
        (e)  Execution of filings.--All documents filed under this
     section shall be signed on behalf of the association by any
     authorized person.
        (f)  Effect of filing statement of consummation of
     domestication.--Upon the filing of a statement of consummation
     of domestication, and until the filing of a statement of
     termination of domestication, the association shall have the
     status under the law of this Commonwealth of:
            (1)  a business corporation domesticated under section
        4161, in the case of a corporation subject to that section;
            (2)  a nonprofit corporation domesticated under section
        6161, in the case of a corporation subject to that section;
            (3)  a limited partnership domesticated under section
        8590, in the case of a limited partnership subject to that
        section;
            (4)  a limited liability company domesticated under
        section 8982, in the case of a limited liability company
        subject to that section; or
            (5)  an association domesticated under section 161, in
        any other case.
        (g)  Effect of filing a statement of termination of
     domestication.--Upon the filing of a statement of termination of
     domestication, the association shall under the law of this
     Commonwealth revert to the status it held prior to the filing
     of:
            (1)  the statement of consummation of domestication, if
        the statement of termination of domestication states that the
        statement of contingent domestication is reinstated; or
            (2)  the statement of contingent domestication, if the
        statement of termination of domestication states that the
        statement of contingent domestication is withdrawn.
        (h)  Annual renewal.--A renewal application may be filed
     between October 1 and December 31 in each year and shall extend
     the applicability of this section for the following calendar
     year. Otherwise the association shall not be entitled to any of
     the benefits of this section. See section 153(a)(14) (relating
     to contingent domestication).
        (i)  Definition.--As used in this section, the term
     "association" includes any incorporated organization, private
     law corporation (whether or not organized for business
     purposes), public law corporation, partnership, proprietorship,
     joint venture, foundation, trust, association or similar
     organization or entity if such association or entity immediately
     prior to effecting an initial filing under this section is an
     association or entity governed by the law of any jurisdiction
     other than the United States or any state, Puerto Rico or any
     possession or territory of the United States.
        (j)  Cross references.--See sections 134 (relating to
     docketing statement) and 135 (relating to requirements to be met
     by filed documents).
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992,
     P.L.1333, No.169, eff. 60 days; Dec. 7, 1994, P.L.703, No.106,
     eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsecs. (c)(1) and (j).
        1994 Amendment.  Act 106 amended subsecs. (b) and (f).
        1992 Amendment.  Act 169 amended the section heading.
        1990 Amendment.  Act 198 renumbered section 152 to section
     162 and amended subsecs. (a), (b), (c), (d), (e), (f), (g) and
     (h).
        Reference in Text.  Section 153(a)(14), referred to in
     subsec. (b), is repealed.
        Cross References.  Section 162 is referred to in sections
     1104, 5104 of this title.