15 Pa.C.S. Ch. 61

in effect

15 Pa.C.S. § 6101 Application of article.

(a) General rule.--Except as otherwise provided in this section or in subsequent provisions of this article, this article shall apply to and the words "corporation" or "foreign nonprofit corporation" in this article shall include every foreign corporation not-for-profit. (b) Government entities.--This article shall also apply to and the words "corporation," "foreign corporation" and "foreign nonprofit corporation" shall include a government or other sovereign (other than the Commonwealth) and any governmental corporation, agency or other entity thereof. (c) Admitted foreign fraternal benefit society exclusion.--This article shall not apply to any foreign corporation not-for-profit qualified to do business in this Commonwealth under section 2455 of the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 amended subsec. (c). 1990 Amendment. Act 198 reenacted and amended the entire section.

15 Pa.C.S. § 6102 Foreign domiciliary corporations.

A foreign nonprofit corporation is a foreign domiciliary corporation if it is a corporation: (1) which derived more than one-half of its revenues for the preceding three fiscal years, or such portion thereof as the corporation was in existence, from sources in this Commonwealth and was at any time during that period doing business in this Commonwealth on the basis of the most minimal contacts with this Commonwealth permitted under the Constitution of the United States; or (2) at least a majority of the bona fide members of which are residents of this Commonwealth. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 6102. Cross References. Section 6102 is referred to in sections 5103, 6103, 6104 of this title.

15 Pa.C.S. § 6103 Acquisition of foreign domiciliary corporation status.

(a) General rule.--A foreign nonprofit corporation shall become a foreign domiciliary corporation under section 6102 (relating to foreign domiciliary corporations) on the first day of the month following the month in which the corporation first has knowledge that either test has been met or upon entry of an order by any court of competent jurisdiction declaring that either test has been met. (b) Newly incorporated corporations.--Where the test or tests under section 6102 are met at the time of the admission of the first members of the corporation and continuously thereafter, foreign domiciliary corporation status when established shall be retroactive to the incorporation of the corporation. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 6103.

15 Pa.C.S. § 6104 Termination of foreign domiciliary corporation status.

A foreign domiciliary corporation shall cease to have that status on the first day of the month following the month in which the corporation first has knowledge that it no longer meets either test under section 6102 (relating to foreign domiciliary corporations) or upon entry of an order of any court of competent jurisdiction declaring that the corporation no longer meets either test. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 6104.

15 Pa.C.S. § 6121 Admission of foreign corporations (Repealed).

2014 Repeal. Section 6121 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6122 Excluded activities (Repealed).

2014 Repeal. Section 6122 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6123 Requirements for foreign corporation names (Repealed).

2014 Repeal. Section 6123 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6124 Advertisement of registration to do business.

(a) General rule.--(Deleted by amendment). (b) Advertisement.--A foreign nonprofit corporation shall officially publish notice of its intention to register to do business or its registration to do business in this Commonwealth under Chapter 4 (relating to foreign associations). The notice may appear prior to or after the day on which a registration statement is delivered to the department for filing and shall set forth: (1) A statement that the corporation will register or has registered to do business in this Commonwealth under Chapter 4. (2) The name of the corporation and its jurisdiction of formation. (3) The address, including street and number, if any, of its principal office under the laws of its jurisdiction of formation. (4) 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 proposed registered office in this Commonwealth. (c) (Reserved). (d) (Reserved). (Apr. 28, 1978, P.L.202, No.53, eff. 60 days; Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015) Cross References. Section 6124 is referred to in section 412 of this title.

15 Pa.C.S. § 6125 Issuance of certificate of authority (Repealed).

2014 Repeal. Section 6125 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6126 Amended certificate of authority (Repealed).

2014 Repeal. Section 6126 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6127 Merger, consolidation or division of qualified foreign corporations (Repealed).

2014 Repeal. Section 6127 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6128 Revocation of certificate of authority (Repealed).

2014 Repeal. Section 6128 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6129 Advertisement of termination of registration to do business.

(a) General rule.--(Deleted by amendment). (b) Advertisement.--A registered foreign nonprofit corporation shall, before filing a statement of withdrawal under section 415 (relating to voluntary withdrawal of registration), officially publish and mail a notice of its intention to withdraw from doing business in this Commonwealth in a manner similar to that required by section 5975(b) (relating to notice to creditors and taxing authorities). The notice shall set forth: (1) The name of the corporation and its jurisdiction of formation. (2) The address, including street and number, if any, of its principal office under the laws of its jurisdiction of formation. (3) 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 last registered office in this Commonwealth. (c) (Reserved). (d) (Reserved). (Apr. 28, 1978, P.L.202, No.53, eff. 60 days; Oct. 5, 1980, P.L.693, No.142, eff. 60 days; Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)

15 Pa.C.S. § 6130 Change of address after withdrawal (Repealed).

2014 Repeal. Section 6130 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6131 Registration of name (Repealed).

2014 Repeal. Section 6131 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6141 Penalty for doing business without certificate of authority (Repealed).

2014 Repeal. Section 6141 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6142 General powers and duties of qualified foreign corporations (Repealed).

2014 Repeal. Section 6142 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6143 General powers and duties of nonqualified foreign corporations (Repealed).

2014 Repeal. Section 6143 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6144 Registered office of qualified foreign corporations (Repealed).

2014 Repeal. Section 6144 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 6145 Applicability of certain safeguards to foreign domiciliary corporations.

(a) Application.--(Deleted by amendment). (b) Internal affairs doctrine not applicable.--The General Assembly hereby finds and determines that foreign domiciliary corporations substantially affect this Commonwealth. The courts of this Commonwealth shall not dismiss or stay any action or proceeding brought by a member or representative of a foreign domiciliary corporation, as such, against the corporation or any one or more of the members or representatives thereof, as such, on the ground that the corporation is a foreign corporation not-for-profit or that the cause of action relates to the internal affairs thereof, but every such action shall proceed with like effect as if the corporation were a domestic corporation. Except as provided in subsection (c), the court having jurisdiction of the action or proceeding shall apply the law of the jurisdiction under which the foreign domiciliary corporation was incorporated. (c) Minimum safeguards.--The following provisions of this subpart shall be applicable to foreign domiciliary corporations, except that nothing in this subsection shall require the filing of any document in the department as a prerequisite to the validity of any corporate action or the doing of any corporate action by the foreign domiciliary corporation which is impossible under the laws of its domiciliary jurisdiction: Section 5504(b) (relating to adoption and contents of bylaws). Section 5508 (relating to corporate records; inspection by members). Section 5554 (relating to annual report of directors or other body). Section 5743 (relating to mandatory indemnification). Section 5755 (relating to time of holding meetings of members). Section 5758(e) (relating to voting rights of members). Section 5759(c) (relating to voting and other action by proxy). Section 5765 (relating to judges of election). Section 5767 (relating to appointment of custodian of corporation on deadlock or other cause). Section 5769(b) (relating to termination and transfer of membership).

15 Pa.C.S. § 6146 Provisions applicable to all foreign corporations.

The following provisions of this subpart shall, except as otherwise provided in this section, be applicable to every foreign corporation not-for-profit, whether or not required to register under Chapter 4 (relating to foreign associations): Section 5503 (relating to defense of ultra vires) as to contracts and conveyances governed by the laws of this Commonwealth and conveyances affecting real property situated in this Commonwealth. Section 5506 (relating to form of execution of instruments) as to instruments or other documents governed by the laws of this Commonwealth or affecting real property situated in this Commonwealth. Section 5510 (relating to certain specifically authorized debt terms) as to obligations (as defined in the section) governed by the laws of this Commonwealth or affecting real property situated in this Commonwealth. Section 5782 (relating to eligible member plaintiffs and security for costs) as to any derivative action brought in a court of this Commonwealth. (June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days) Cross References. Section 6146 is referred to in sections 5503, 5506, 5510, 5782 of this title.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM&ttl=15Fetched: 10/16/2026