2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 59 - Fundamental Changes
5901 - Omission of certain provisions from filed plans.

                                CHAPTER 59
                           FUNDAMENTAL CHANGES

     Subchapter
        A.  Preliminary Provisions
        B.  Amendment of Articles
        C.  Merger, Consolidation and Sale of Assets
        D.  Division
        E.  Conversion
        F.  Voluntary Dissolution and Winding Up
        G.  Involuntary Liquidation and Dissolution
        H.  Postdissolution Provision for Liabilities

        Enactment.  Chapter 59 was added as Chapter 79 November 15,
     1972, P.L.1063, No.271, effective in 90 days. Chapter 79 was
     renumbered to Chapter 59 December 21, 1988, P.L.1444, No.177,
     effective October 1, 1989.
        Cross References.  Chapter 59 is referred to in sections
     5547, 5704, 6145 of this title.

                               SUBCHAPTER A
                          PRELIMINARY PROVISIONS

     Sec.
     5901.  Omission of certain provisions from filed plans.
     5902.  Statement of termination.
     5903.  Bankruptcy or insolvency proceedings.
     5904.  (Reserved).
     5905.  Proposal of fundamental transactions.

        Enactment.  The heading of Subchapter A was added December
     21, 1988, P.L.1444, No.177, effective October 1, 1989, and the
     remaining provisions were added December 19, 1990, P.L.834,
     No.198, effective immediately.
     § 5901.  Omission of certain provisions from filed plans.
        (a)  General rule.--A plan as filed in the Department of
     State under any provision of this chapter may omit all
     provisions of the plan except provisions, if any:
            (1)  that are intended to amend or constitute the
        operative provisions of the articles of a corporation as in
        effect subsequent to the effective date of the plan; or
            (2)  that allocate or specify the respective assets and
        liabilities of the resulting corporations, in the case of a
        plan of division.
        (b)  Availability of full plan.--If any of the provisions of
     a plan are omitted from the plan as filed in the department, the
     articles of amendment, merger, consolidation, division or
     conversion shall state that the full text of the plan is on file
     at the principal place of business of the surviving or new or a
     resulting corporation and shall state the address thereof. A
     corporation that takes advantage of this section shall furnish a
     copy of the full text of the plan, on request and without cost,
     to any member of any corporation that was a party to the plan
     and on request and at cost to any other person.

        Cross References.  Section 5901 is referred to in sections
     5926, 5954, 5963 of this title.