15 Pa.C.S. Ch. 41

in effect

15 Pa.C.S. § 4101 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 business corporation" in this article shall include every foreign corporation for profit, including a corporation that, if a domestic corporation for profit, would be a banking institution or credit union. (b) Domestic Federal financial institution exclusion.--Except as permitted by act of Congress, this article shall not apply to: (1) Any of the following institutions or similar federally chartered institutions engaged in this Commonwealth in activities similar to those conducted by banking institutions or credit unions: (i) National banking associations organized under The National Bank Act (13 Stat. 99, 12 U.S.C. § 1 et seq.). (ii) Federal savings and loan associations and Federal mutual savings banks organized under the Home Owners' Loan Act of 1933 (48 Stat. 128, 12 U.S.C. § 1461 et seq.). (iii) Federal credit unions organized under the Federal Credit Union Act (48 Stat. 1216, 12 U.S.C. § 1751 et seq.). (2) Any other Federal corporation intended by the Congress to be treated for state law purposes as a domestic corporation of this Commonwealth. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; July 15, 2024, P.L.728, No.59, eff. 60 days)

15 Pa.C.S. § 4102 Foreign domiciliary corporations.

(a) General rule.--Except as provided in subsection (b), a foreign business corporation is a foreign domiciliary corporation if it has as record holders of its shares persons having addresses in this Commonwealth who in the aggregate hold shares: (1) representing 60% or more in interest of its outstanding shares whether or not entitled to vote; or (2) entitled to cast at least 60% of the votes that all holders of outstanding shares are entitled to cast in an election of directors. (b) Registered corporation exclusions.--None of the following is a foreign domiciliary corporation for the purposes of this subpart: (1) Foreign corporation with registered securities.--A foreign business corporation that, if a domestic business corporation, would be a registered corporation. (2) Subsidiary of registered corporation.--A foreign business corporation all of the shares of which are owned, directly or indirectly, by one or more registered corporations or corporations described in paragraph (1). (c) Determination of outstanding shares.--For the purposes of subsection (a): (1) Except as provided in paragraphs (2) and (3), any securities held to the knowledge of the corporation in the names of broker-dealers or nominees for broker-dealers shall not be considered outstanding. (2) Persons who are identified as owners of shares pursuant to procedures equivalent to section 1763(c) (relating to certification by nominee) shall be deemed record holders of the shares owned. (3) (i) Securities held to the knowledge of the corporation for the direct or indirect benefit of individuals who to the knowledge of the corporation have a principal residence in this Commonwealth shall be deemed held by record holders having addresses in this Commonwealth. (ii) A statement by the corporation in any notice of meeting or other document transmitted to shareholders in connection with any corporate action of the type described in section 1791 (relating to corporate action subject to subchapter) to the effect that it has no knowledge or only specified knowledge for the purposes of subparagraph (i) shall, except as provided in subparagraph (iii), be conclusive if there shall be included in or enclosed with such document a brief explanation of the effect upon such corporate action of a determination that the corporation is a foreign domiciliary corporation. (iii) If, prior to the convening of a meeting of shareholders to consider the proposed corporate action, or prior to the expiration of 20 days after the transmission of the document to shareholders, in any other case, any person shall give the corporation written notice of facts relevant under this paragraph, the corporation shall have knowledge of such facts for the purposes of subparagraph (i). Cross References. Section 4102 is referred to in sections 1103, 1767, 2502, 2503, 2504, 4103, 4104 of this title.

15 Pa.C.S. § 4103 Acquisition of foreign domiciliary corporation status.

(a) Shareholding test.--A foreign corporation shall become a foreign domiciliary corporation under section 4102(a) (relating to foreign domiciliary corporations) on the first day of the sixth month following the month in which the corporation first has knowledge that the test has been met. (b) Newly incorporated corporations.--Where the test under section 4102(a) is met at the time of initial issuance of shares of the corporation and continuously thereafter, foreign domiciliary corporation status when established shall be retroactive to the incorporation of the corporation. (c) Foreign corporations with registered securities.--The exemption provided by section 4102(b)(1) shall terminate immediately upon the termination of the status of the corporation as a corporation described in that provision. (d) Subsidiary corporations.--The exemption provided by section 4102(b)(2) shall terminate immediately upon the happening of any event whereby all of the shares of the corporation are no longer owned, directly or indirectly, by one or more registered corporations or corporations described in section 4102(b)(1).

15 Pa.C.S. § 4104 Termination of foreign domiciliary corporation status.

(a) Shareholding test.--A foreign domiciliary corporation shall cease to be such on the first day of the sixth month following the month in which the corporation first has knowledge that the test of section 4102(a) (relating to foreign domiciliary corporations) is no longer met. (b) Foreign corporations with registered securities.--The exemption provided by section 4102(b)(1) shall take effect on the day following the day on which the corporation becomes a corporation described in that provision. (c) Subsidiary corporations.--The exemption provided by section 4102(b)(2) shall take effect immediately upon the acquisition, directly or indirectly, of the last outstanding share of the corporation by one or more registered corporations or corporations described in section 4102(b)(1).

15 Pa.C.S. § 4121 Admission of foreign corporations (Repealed).

2014 Repeal. Section 4121 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4122 Excluded activities (Repealed).

2014 Repeal. Section 4122 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4123 Requirements for foreign corporation names (Repealed).

2014 Repeal. Section 4123 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4124 Advertisement of registration to do business.

(a) General rule.--(Deleted by amendment). (b) Advertisement.--A foreign business 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 briefly: (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). (Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015) Cross References. Section 4124 is referred to in section 412 of this title.

15 Pa.C.S. § 4125 Issuance of certificate of authority (Repealed).

2014 Repeal. Section 4125 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4126 Amended certificate of authority (Repealed).

2014 Repeal. Section 4126 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4127 Merger, consolidation or division of qualified foreign corporations (Repealed).

2014 Repeal. Section 4127 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4128 Revocation of certificate of authority (Repealed).

2014 Repeal. Section 4128 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4129 Advertisement of termination of registration to do business.

(a) General rule.--(Deleted by amendment). (b) Advertisement.--A registered foreign business corporation shall, before filing a statement 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 1975(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). (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. § 4130 Change of address after withdrawal (Repealed).

2014 Repeal. Section 4130 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4131 Registration of name (Repealed).

2014 Repeal. Section 4131 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4141 Penalty for doing business without certificate of authority (Repealed).

2014 Repeal. Section 4141 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4142 General powers and duties of qualified foreign corporations (Repealed).

2014 Repeal. Section 4142 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4143 General powers and duties of nonqualified foreign corporations (Repealed).

2014 Repeal. Section 4143 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4144 Registered office of qualified foreign corporations (Repealed).

2014 Repeal. Section 4144 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

15 Pa.C.S. § 4145 Applicability of certain safeguards to foreign domiciliary corporations.

(a) General rule.--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 shareholder or representative of a foreign domiciliary corporation, as such, against the corporation or any one or more of the shareholders or representatives thereof, as such, on the ground that the corporation is a foreign corporation 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 (b), the court having jurisdiction of the action or proceeding shall apply the law of the jurisdiction under which the foreign domiciliary corporation was incorporated. (b) (Reserved). (c) (Reserved). (d) Section exclusive.--The provisions of this subpart, other than the provisions of this section and section 4146 (relating to provisions applicable to all foreign corporations), shall not be construed to regulate the incorporation or internal affairs of a foreign corporation for profit.

15 Pa.C.S. § 4146 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 for profit, whether or not required to register under Chapter 4 (relating to foreign associations): Section 1503 (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 1506 (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 1510 (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 1782 (relating to eligible shareholder plaintiffs and security for costs), as to any derivative action brought in a court of this Commonwealth.

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