2017 Pennsylvania Consolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 3 - Entity Transactions
Section 362 - Plan of division
(a) General rule.--A domestic entity may become a dividing association under this chapter by approving a plan of division. The plan shall be in record form and contain all of the following:
(1) The name and type of the dividing association.
(2) A statement as to whether the dividing association will survive the division.
(3) The name, jurisdiction of formation and type of each new association.
(4) The manner of:
(i) If the dividing association survives the division and it is desired:
(A) Canceling some, but less than all, of the interests in the dividing association.
(B) Converting some, but less than all, of the interests in the dividing association into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
(ii) If the dividing association does not survive the division, canceling or converting the interests in the dividing association into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
(iii) Allocating between or among the resulting associations the property of the dividing association that will not be owned by all of the resulting associations as tenants in common pursuant to section 367(a)(4) (relating to effect of division) and those liabilities of the dividing association as to which not all of the resulting associations will be liable jointly and severally pursuant to section 368(a)(3) (relating to allocation of liabilities in division).
(iv) Distributing the interests of the new associations.
(5) For each new association:
(i) its proposed public organic record if it will be a filing association; and
(ii) the full text of its private organic rules that will be in record form.
(6) If the dividing association will survive the division, any proposed amendments to its public organic record or private organic rules that are or will be in record form.
(7) Provisions, if any, providing special treatment of interests in the dividing 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).
(8) The other terms and conditions of the division.
(9) Any other provision required by:
(i) the laws of this Commonwealth;
(ii) the laws of the jurisdiction of formation of any of the resulting associations; or
(iii) the organic rules of the dividing association.
(b) Optional contents.--In addition to the requirements of subsection (a), a plan of division may contain any other provision not prohibited by law.
(c) Description of property and liabilities.--It shall not be necessary for a plan of division to list each individual liability or item of property of the dividing association to be allocated to a resulting association so long as the liabilities and property are described in a reasonable manner.
(d) Cross reference.--See section 316(c) (relating to contents of plan).
Cross References. Section 362 is referred to in sections 8415, 8615, 8815 of this title.
