2017 Pennsylvania Consolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 3 - Entity Transactions
Section 364 - Division without interest holder approval
(a) General rule.--Unless otherwise restricted by its organic rules, a plan of division of a domestic dividing association shall not require the approval of the interest holders of the dividing association if:
(1) The plan does not do any of the following:
(i) alter the jurisdiction of formation of the dividing association;
(ii) provide for special treatment; or
(iii) amend in any respect the provisions of the public organic record of the dividing association, except amendments which may be made without the approval of the interest holders.
(2) Either:
(i) the dividing association survives the division and all the interests and other securities and obligations, if any, of all of the new associations are owned solely by the dividing association; or
(ii) the interests in each new association are distributed as provided in subsection (b).
(b) Distribution of interests.--The requirements for distributing interests in each new association referred to in subsection (a)(2)(ii) are as follows:
(1) if the dividing association is not a limited partnership, the dividing association has only one class of interests outstanding and the interests and other securities and obligations, if any, of each new association are distributed pro rata to the interest holders of the dividing association; or
(2) if the dividing association is a limited partnership:
(i) it has only one class of general partners and one class of limited partners;
(ii) each new association is a limited partnership; and
(iii) all of the following apply:
(A) the general partner interests in each new association are distributed pro rata to the general partners of the dividing limited partnership;
(B) the limited partner interests in each new association are distributed pro rata to the limited partners of the dividing limited partnership; and
(C) no securities of obligations of any of the new associations are distributed to any of the interest holders of the dividing limited partnership.
Cross References. Section 364 is referred to in sections 312, 363 of this title.
