2017 Pennsylvania Consolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 3 - Entity Transactions
Section 352 - Plan of conversion
(a) General rule.--A domestic entity or domestic banking institution may be a party to a conversion by approving a plan of conversion. The plan shall be in record form and contain all of the following:
(1) The name and type of the converting association.
(2) The name, jurisdiction of formation and type of converted association.
(3) The manner of:
(i) canceling, if desired, some, but less than all, of the interests in the converting association;
(ii) converting at least some of the interests in the converting association into interests in the converted association; and
(iii) converting the interests in the converting association not canceled under subparagraph (i) or converted under subparagraph (ii) into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
(4) The proposed public organic record of the converted association if it will be a filing entity.
(5) The full text of the private organic rules of the converted association that are proposed to be in record form.
(6) Provisions, if any, providing special treatment of interests in the converting association held by any interest holder or group of interest holders as authorized by and subject to section 329 (relating to special treatment of interest holders).
(7) The other terms and conditions of the conversion.
(8) Any other provision required by:
(i) the laws of this Commonwealth;
(ii) the laws of the jurisdiction of formation of the converted association if it is to be a foreign association; or
(iii) the organic rules of the converting association.
(b) Optional contents.--In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.
(c) Terms of interests.--The ownership, voting and other rights of the interest holders in the converted association shall be substantially the same as they were in the converting association except:
(1) as provided in the plan of conversion pursuant to section 329;
(2) as provided in the express terms of the organic rules of the converted association that are in record form; or
(3) to the extent a difference in those rights is required by a provision of the organic law of the converted association that cannot be varied in its organic rules.
(d) Cross reference.--See section 316(c) (relating to contents of plan).
Cross References. Section 352 is referred to in sections 353, 356, 8415, 8615, 8815 of this title.
