2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8964 - Certificate of division.

     § 8964.  Certificate of division.
        (a)  Contents.--Upon the adoption of a plan of division by
     the limited liability company desiring to divide, as provided in
     this subchapter, a certificate of division shall be executed by
     the company and shall, subject to section 109 (relating to name
     of commercial registered office provider in lieu of registered
     address), set forth:
            (1)  The name and the location of the registered office,
        including street and number, if any, of the dividing domestic
        limited liability company or, in the case of a dividing
        foreign limited liability company, the name of the company
        and the jurisdiction in which it is organized, together with
        either:
                (i)  If a qualified foreign limited liability
            company, the address, including street and number, if
            any, of its registered office in this Commonwealth.
                (ii)  If a nonqualified foreign limited liability
            company, the address, including street and number, if
            any, of its principal office under the laws of that
            jurisdiction.
            (2)  The statute under which the dividing company was
        organized and the date of organization.
            (3)  A statement that the dividing company will or will
        not survive the division.
            (4)  The name and address, including street and number,
        if any, of the registered office of each new domestic limited
        liability company or qualified foreign limited liability
        company resulting from the division.
            (5)  If the plan is to be effective on a specific date,
        the hour, if any, and the month, day and year of the
        effective date.
            (6)  The manner in which the plan was adopted by the
        company.
            (7)  The plan of division.
        (b)  Filing.--The certificate of division and the
     certificates or statement, if any, required by section 139
     (relating to tax clearance of certain fundamental transactions)
     shall be filed in the Department of State.
        (c)  Effective date of division.--Upon the filing of the
     certificate of division in the Department of State or upon the
     effective date specified in the plan of division, whichever is
     later, the division shall become effective. The division of a
     domestic limited liability company into one or more foreign
     limited liability companies or the division of a foreign limited
     liability company shall be effective according to the laws of
     the jurisdictions where the foreign companies are or are to be
     organized but not until a certificate of division has been
     adopted and filed as provided in this subchapter.
        (d)  Cross references.--See sections 134 (relating to
     docketing statement), 135 (relating to requirements to be met by
     filed documents) and 8907 (relating to execution of documents).