2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8982 - Domestication.

     § 8982.  Domestication.
        (a)  General rule.--Any qualified foreign limited liability
     company may become a domestic limited liability company by
     filing in the Department of State a certificate of
     domestication. The certificate of domestication, upon being
     filed in the department, shall constitute the certificate of
     organization of the domesticated company, and it shall
     thereafter continue as a limited liability company which shall
     be a domestic limited liability company subject to this chapter.
        (b)  Certificate of domestication.--The certificate of
     domestication shall be executed by the company and shall set
     forth in the English language:
            (1)  The name of the company. If the name is in a foreign
        language, it shall be set forth in Roman letters or
        characters or Arabic or Roman numerals. If the name is one
        that is rendered unavailable for use by any provision of
        section 8905 (relating to name), the company shall adopt, in
        accordance with any procedures for changing the name of the
        company that are applicable prior to the domestication of the
        company, and shall set forth in the certificate of
        domestication an available name.
            (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 registered office in this Commonwealth.
            (3)  A statement that upon domestication the company will
        be subject to the domestic limited liability company
        provisions of the Limited Liability Company Law of 1994 and,
        if desired, a brief statement of the purpose or purposes for
        which it is to be domesticated which shall be a purpose or
        purposes for which a domestic limited liability company may
        be organized under this chapter and which may consist of or
        include a statement that the company shall have unlimited
        power to engage in and to do any lawful act concerning any or
        all lawful business for which companies may be organized
        under the Limited Liability Company Law of 1994.
            (4)  Any desired provisions relating to the manner and
        basis of reclassifying the membership interests of the
        company.
            (5)  A statement that the filing of the certificate of
        domestication and, if desired, the renunciation of the
        original certificate of organization of the company has been
        authorized, unless its certificate of organization or other
        organic documents require a greater vote, by a majority 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.
            (6)  Any other provisions authorized or required by this
        chapter to be set forth in an original certificate of
        organization.
     See sections 134 (relating to docketing statement), 135
     (relating to requirements to be met by filed documents) and 8907
     (relating to execution of documents).
        (c)  Effect of domestication.--
            (1)  As a domestic limited liability company, the
        domesticated company shall no longer be a foreign limited
        liability company for the purposes of this chapter and shall
        instead be a domestic limited liability company with all the
        powers and privileges and all the duties and limitations
        granted and imposed upon domestic limited liability
        companies. In all other respects, the domesticated limited
        liability company shall be deemed to be the same limited
        liability company as it was prior to the domestication
        without any change in or effect on its existence. Without
        limiting the generality of the previous sentence, the
        domestication shall not be deemed to have dissolved the
        company or to have affected in any way:
                (i)  the right and title of the company in and to its
            assets, property, franchises, estates and choses in
            action;
                (ii)  the liability of the company for its debts,
            obligations, penalties and public accounts due the
            Commonwealth;
                (iii)  any liens or other encumbrances on the
            property or assets of the company; or
                (iv)  any contract, license or other agreement to
            which the company is a party or under which it has any
            rights or obligations.
            (2)  The membership interests in the domesticated company
        shall be unaffected by the domestication except to the
        extent, if any, reclassified in the certificate of
        domestication.
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsecs. (b)(1) and (c).
        Cross References.  Section 8982 is referred to in sections
     161, 162, 8978 of this title.