2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 77 - Workers' Cooperative Corporations
7704 - Articles of incorporation.

     § 7704.  Articles of incorporation.
        (a)  Advertisement.--The incorporators shall advertise their
     intention to file or the corporation shall advertise the filing
     of articles of incorporation with the department one time in two
     newspapers of general circulation, one of which shall be a
     newspaper designated by the rules of court for the publication
     of legal notices, or in two newspapers of general circulation
     published in the county in which the initial registered office
     of the corporation is to be located. If there is only one
     newspaper of general circulation published in a county,
     advertisements in that newspaper shall be sufficient.
     Advertisements may appear prior to or after the day the articles
     of incorporation are filed with the department and shall set
     forth briefly:
            (1)  The name of the proposed corporation.
            (2)  A statement that the corporation is to be or has
        been organized under this chapter.
            (3)  The purpose of the corporation.
            (4)  The time of filing the articles with the department.
        (b)  Filing of articles.--The articles of incorporation shall
     be filed in the department. Upon the filing of the articles of
     incorporation, the corporation's existence begins. See section
     134 (relating to docketing statement).
        (c)  Evidence of incorporation.--The articles of
     incorporation as filed in the department are conclusive evidence
     of the fact that the corporation has been incorporated; but
     proceedings may be instituted by the Commonwealth to dissolve,
     wind up and terminate a corporation which should not have been
     incorporated or which has been incorporated by means of fraud or
     misrepresentation or without substantial good faith compliance
     with the conditions prescribed by this chapter as precedent to
     incorporation.
        (d)  Content of articles.--The articles of incorporation
     shall be signed by the persons originally associating themselves
     together and shall state distinctly:
            (1)  The name by which the corporation shall be known,
        which may not be the same as, or confusingly similar to, the
        name of an association or corporation existing under the law
        of the Commonwealth, the name of a foreign or alien
        association or corporation authorized to transact business in
        this Commonwealth, or a corporate name reserved or registered
        as provided by law.
            (2)  Subject to section 109 (relating to name of
        commercial registered office provider in lieu of registered
        address), the address, including street and number, if any,
        of its initial registered office in this Commonwealth.
            (3)  A brief statement:
                (i)  of the purpose or purposes for which the
            corporation is incorporated, which may consist of a
            statement that the corporation has unlimited powers to
            engage in any lawful act concerning any business for
            which corporations may be incorporated under this
            chapter; and
                (ii)  that the corporation is incorporated under this
            chapter.
            (4)  A description of the capital stock of each class
        which is to be issued; a statement of the preferences,
        qualifications, limitations, restrictions and special or
        relative rights granted to or imposed upon the shares of each
        class of capital stock; the total authorized capital stock;
        the number of shares into which the capital stock is divided;
        and the par value of each share of capital stock.
            (5)  The amount of capital that will be actually paid in
        before commencing business.
            (6)  The terms on which individuals may become members.
            (7)  The number of directors, which may not be less than
        five, constituting the initial board of directors and the
        names and addresses of the persons who are to serve as
        directors until the first annual meeting of the members or
        until their successors are elected and take office.
            (8)  Other matters as may be deemed proper and necessary.
            (9)  The term of its existence, which shall be either
        perpetual or for a fixed term of years.
            (10)  The name and post office address of each of the
        incorporators; a statement of the number of shares subscribed
        to by each, which must be at least one; and the class of
        shares to which each subscribes.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

        1990 Amendment.  Act 198 renumbered section 7703 to section
     7704, deleted the heading of former section 7704, amended
     subsecs. (b) and (c) and added subsec. (d), retroactive to June
     19, 1989.
        Cross References.  Section 7704 is referred to in section
     7703 of this title.