2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 41 - Foreign Business Corporations
4127 - Merger, consolidation or division of qualified foreign corporations.

     § 4127.  Merger, consolidation or division of qualified foreign
                corporations.
        (a)  General rule.--Whenever a qualified foreign business
     corporation is a nonsurviving party to a statutory merger,
     consolidation or division permitted by the laws of the
     jurisdiction under which it is incorporated, the corporation
     surviving the merger, or the new corporation resulting from the
     consolidation or division, as the case may be, shall file in the
     Department of State a statement of merger, consolidation or
     division, which shall be executed by the surviving or new
     corporation and shall set forth:
            (1)  The name of each nonsurviving qualified foreign
        business corporation.
            (2)  The name of the jurisdictions under the laws of
        which each nonsurviving qualified foreign business
        corporation was incorporated.
            (3)  The date on which each nonsurviving qualified
        foreign business corporation received a certificate of
        authority to do business in this Commonwealth.
            (4)  A statement that the corporate existence of each
        nonsurviving qualified foreign business corporation has been
        terminated by merger, consolidation or division, as the case
        may be.
            (5)  In the case of a consolidation or division or if the
        surviving corporation was a nonqualified foreign business
        corporation prior to the merger, the statements on the part
        of the surviving or new corporation required by section
        4124(a) (relating to application for a certificate of
        authority).
        (b)  Effect of filing.--The filing of the statement shall
     operate, as of the effective date of the merger, consolidation
     or division, to cancel the certificate of authority of each
     nonsurviving constituent corporation that was a qualified
     foreign business corporation and to qualify the surviving or new
     corporation under this subchapter. If the surviving or new
     corporation does not desire to continue as a qualified foreign
     business corporation, it may thereafter withdraw in the manner
     provided by section 4129 (relating to application for
     termination of authority).
        (c)  Surviving qualified foreign corporations.--It shall not
     be necessary for a surviving corporation that was a qualified
     foreign business corporation to effect any filing under this
     subchapter with respect to a merger or division or to procure an
     amended certificate of authority to do business in this
     Commonwealth unless the name of the corporation is changed by
     the merger or division.
        (d)  Cross reference.--See section 134 (relating to docketing
     statement).