15 Pa.C.S. Ch. 4

in effect

15 Pa.C.S. § 4 Articles of amendment, merger or consolidation of educational corporations (Repealed).

1990 Repeal. Section 4 was repealed December 19, 1990, P.L.834, No.198, effective immediately. § 7. Fee for change of registered office by agent (Repealed). 1988 Repeal. Section 7 was repealed December 21, 1988, P.L.1444, No.177, effective October 1, 1989. § 8. Registration of corporation with Department of State (Repealed). 1990 Repeal. Section 8 was repealed December 19, 1990, P.L.834, No.198, effective immediately. 1988, DECEMBER 21, P.L.1444, NO.177 § 101. Short title of act. This act shall be known and may be cited as the General Association Act of 1988.

15 Pa.C.S. § 401 Application of chapter.

(a) General rule.--Except as otherwise provided in this section or in subsequent provisions of this chapter, this chapter shall apply to all foreign associations. (b) Application to foreign banking institutions.--The words "foreign filing association" or "foreign association" in this chapter include an association that, if a domestic association, would be a banking institution or credit union. The term does not include an interstate bank as defined in section 102 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965. (c) Domestic Federal financial association exclusion.--Except as permitted by act of Congress, this chapter 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 (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 association intended by the Congress to be treated for State law purposes as a domestic association of this Commonwealth. (d) Foreign insurance corporations.--A foreign insurance corporation shall be subject to this chapter, except as provided in section 402(e) (relating to governing law) or 411(g) (relating to registration to do business in this Commonwealth). (e) Government entities.--This chapter shall apply to and the words "association" and "foreign association" shall include a government or other sovereign, other than the Commonwealth or any of its political subdivisions, and any governmental corporation, agency or other entity thereof. (f) Admitted foreign fraternal benefit society exclusion.--This chapter shall not apply to any foreign corporation not-for-profit licensed to transact 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. Cross References. Section 401 is referred to in section 411 of this title. § 402. Governing law. (a) General rule.--The laws of the jurisdiction of formation of a foreign association govern the following: (1) The internal affairs of the association. (2) Except as provided in subsection (h), the liability that a person has solely as an interest holder or governor for a debt, obligation or other liability of the association. (3) The liability of a series or protected cell of the association. (b) Effect of differences in law.--A foreign association is not precluded from registering to do business in this Commonwealth because of any difference between the laws of the jurisdiction of formation of the foreign association and the laws of this Commonwealth. (c) Limitations on domestic associations applicable.--Registration of a foreign association to do business in this Commonwealth does not authorize the foreign association to engage in any activities and affairs or exercise any power that a domestic association of the same type may not engage in or exercise in this Commonwealth. (d) Equal rights and privileges of registered foreign associations.--Except as otherwise provided by law, a registered foreign association, so long as its registration to do business is not terminated or canceled, shall enjoy the same rights and privileges as a domestic entity and shall be subject to the same liabilities, restrictions, duties and penalties now in force or hereafter imposed on domestic entities, to the same extent as if it had been formed under this title. A foreign insurance corporation shall be deemed a registered foreign association except as provided in subsection (e). (e) Foreign insurance corporations.--A foreign insurance corporation shall, insofar as it is engaged in the business of writing insurance or reinsurance as principal, be subject to the laws of this Commonwealth regulating the conduct of the business of insurance by a foreign insurance corporation in lieu of the provisions of subsection (d) regarding its rights, privileges, liabilities, restrictions and duties and the penalties to which it may be subject. (f) Agricultural lands.--Interests in agricultural land shall be subject to the restrictions of, and escheatable as provided by, the act of April 6, 1980 (P.L.102, No.39), referred to as the Agricultural Land Acquisition by Aliens Law. (g) Defense of usury.--A foreign association shall be subject to section 1510 (relating to certain specifically authorized debt terms) with respect to obligations, as defined in that section, governed by the laws of this Commonwealth or affecting real property situated in this Commonwealth, to the same extent as if the foreign association were a domestic business corporation. (h) Exception.--Subsection (a)(2) does not relieve a governor or interest holder of a foreign association from a liability under the laws of this Commonwealth other than this title to which a governor or interest holder of a domestic association of the same type would be subject. (i) Duties.--Except as otherwise provided in section 411(b) (relating to registration to do business in this Commonwealth), every nonregistered foreign association doing business in this Commonwealth shall be subject to the same liabilities, restrictions, duties and penalties now or hereafter imposed upon a registered foreign association. (Nov. 21, 2016, P.L.1328, No.170, eff. 90 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 amended subsec. (a) and added subsecs. (h) and (i). 2016 Amendment. Act 170 added subsec. (g). Cross References. Section 402 is referred to in sections 401, 411 of this title. § 403. Activities not constituting doing business. (a) General rule.--Activities of a foreign filing association or foreign limited liability partnership that do not constitute doing business in this Commonwealth under this chapter shall include the following: (1) Maintaining, defending, mediating, arbitrating or settling an action or proceeding. (2) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors. (3) Maintaining accounts in financial institutions. (4) Maintaining offices or agencies for the transfer, exchange and registration of securities of the association or maintaining trustees or depositories with respect to the securities. (5) Selling through independent contractors. (6) Soliciting or obtaining orders by any means if the orders require acceptance outside of this Commonwealth before the orders become contracts. (7) Creating, acquiring or incurring obligations, indebtedness, mortgages or security interests in property. (8) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property so acquired. (9) Conducting an isolated transaction that is not in the course of similar transactions. (10) (Deleted by amendment). (11) Doing business in interstate or foreign commerce. (12) Acquiring, owning, holding, leasing as a lessee, conveying and transferring, without more and whether as fiduciary or otherwise: (i) real estate and mortgages and other liens thereon; or (ii) personal property and security interests therein. (13) Conducting operations or performing work or services in good faith in response to a disaster or emergency event. (b) Participation in other associations.--Being an interest holder or governor of a foreign association that does business in this Commonwealth shall not by itself constitute doing business in this Commonwealth. (c) Applicability.--This section shall not apply in determining the contacts or activities that may subject a foreign filing association or foreign limited liability partnership to service of process, taxation or regulation under laws of this Commonwealth other than this title. (Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 amended subsec. (a)(7), added subsec. (a)(12) and (13) and deleted subsec. (a)(10).

15 Pa.C.S. § 402 Preparation of act for printing.

In editing and preparing this act for printing in the Laws of Pennsylvania, or pursuant to 1 Pa.C.S. Ch. 5 (relating to official publication of the consolidated statutes), the Director of the Legislative Reference Bureau shall insert the date of enactment, pamphlet law page number and act number of this act in the appropriate blanks of the enrolled bill version of this act, without obtaining the approvals or marking the notations required under 1 Pa.C.S. § 1105 (relating to editing statutes for printing).

15 Pa.C.S. § 403 Transitional provision (Repealed).

1992 Repeal. Section 403 was repealed December 18, 1992, P.L.1333, No.169, effective in 60 days.

15 Pa.C.S. § 404 Effective dates and applicability.

(a) Effective dates.--This act shall take effect immediately, except that: (1)

15 Pa.C.S. § 411 Registration to do business in this Commonwealth.

(a) Registration required.--Except as provided in section 401 (relating to application of chapter) or subsection (g), a foreign filing association or foreign limited liability partnership may not do business in this Commonwealth until it registers with the department under this chapter. (b) Penalty for failure to register.--A foreign filing association or foreign limited liability partnership doing business in this Commonwealth may not maintain an action or proceeding in this Commonwealth unless it is registered to do business under this chapter. (c) Contracts and acts not impaired by failure to register.--The failure of a foreign filing association or foreign limited liability partnership to register to do business in this Commonwealth does not impair the validity of a contract or act of the foreign filing association or foreign limited liability partnership or preclude it from defending an action or proceeding in this Commonwealth. (d) Limitations on liability preserved.--A limitation on the liability of an interest holder or governor of a foreign filing association or of a partner of a foreign limited liability partnership is not waived solely because the foreign filing association or foreign limited liability partnership does business in this Commonwealth without registering. (e) Governing law not affected.--Section 402 (relating to governing law) applies even if a foreign association fails to register under this chapter. (f) Registered office.--Subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), every registered foreign association shall have, and continuously maintain, in this Commonwealth a registered office, which may but need not be the same as its place of business in this Commonwealth. (g) Foreign insurance corporations.--A foreign insurance corporation is not required to register under this chapter. Cross References. Section 411 is referred to in sections 401, 402 of this title.

15 Pa.C.S. § 412 Foreign registration statement.

(a) General rule.--To register to do business in this Commonwealth, a foreign filing association or foreign limited liability partnership must deliver a foreign registration statement to the department for filing. The statement must be signed by the association and state all of the following: (1) Both: (i) The name of the foreign filing association or foreign limited liability partnership. (ii) If the name does not comply with section 202 (relating to requirements for names generally), an alternate name adopted pursuant to section 414(a) (relating to noncomplying name of foreign association). (2) The type of association and, if it is a foreign limited partnership, whether it is a foreign limited liability limited partnership. (3) The association's jurisdiction of formation. (4) The street and mailing addresses of the association's principal office and, if the laws of the association's jurisdiction of formation requires the association to maintain an office in that jurisdiction, the street and mailing addresses of the office. (5) 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 registered office in this Commonwealth. (6) If the association may have one or more series, a statement to that effect. (b) Qualification or registration under former statutes.--The effect of a foreign association qualifying or registering to do business under prior provisions of law shall be as follows: (1) With respect to corporations for profit, the following apply: (i) If a foreign corporation for profit was admitted to do business in this Commonwealth by the filing of a power of attorney and statement under the former act of June 8, 1911 (P.L.710, No.283), entitled "An act to regulate the doing of business in this Commonwealth by foreign corporations; the registration thereof and service of process thereon; and providing punishment and penalties for the violation of its provisions; and repealing previous legislation on the subject," on July 1, 2015, the power of attorney and statement shall be deemed a filed registration statement under this chapter. The corporation shall include in its first amended registration statement under this chapter the information required by this chapter to be set forth in a registration statement. (ii) A certificate of authority issued under the former provisions of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, or Subpart B of Part II (relating to business corporations) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter and shall be deemed not to contain any reference to the kind of business that the corporation proposes to do in this Commonwealth. (iii) A certificate of authority issued under the former provisions of Subchapter B of Chapter 41 (relating to qualification) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter. (2) With respect to corporations not-for-profit, the following apply: (i) If a foreign corporation not-for-profit was admitted to do business in this Commonwealth by the filing of a power of attorney and statement under the former act of June 8, 1911 (P.L.710, No.283), on July 1, 2015, the power of attorney and statement shall be deemed a filed registration statement under this chapter. The corporation shall include in its first amended registration statement under this chapter the information required by this chapter to be set forth in a registration statement. (ii) A certificate of authority issued under the former provisions of the act of May 5, 1933 (P.L.289, No.105), known as the Nonprofit Corporation Law of 1933, or the former provisions of Article B of Part III known as the Nonprofit Corporation Law of 1972, as added by the act of November 15, 1972 (P.L.1063, No.271), that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter and shall be deemed not to contain any reference to the kind of business that the corporation proposes to do in this Commonwealth. (iii) A certificate of authority issued under the former provisions of Subchapter B of Chapter 61 (relating to qualification) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter. (3) With respect to limited partnerships, the following apply: (i) An application for registration filed under the former provisions of 59 Pa.C.S. § 563 (relating to registration) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter and shall be deemed not to contain any reference to: (A) the general character of the business the limited partnership proposes to transact in this Commonwealth; or (B) the names and addresses of the limited partners. (ii) An application for registration filed under the former provisions of section 8582 (relating to registration) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter and shall be deemed not to contain: (A) any reference to the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions; or (B) an undertaking to keep those records until the registration of the limited partnership in this Commonwealth is canceled or withdrawn. (4) An application for registration filed by a limited liability company under the former provisions of section 8981 (relating to foreign limited liability companies) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter. (5) A certificate of authority issued to a business trust under the former provisions of section 9507 (relating to foreign business trusts) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter. (6) A reference in the law of this Commonwealth to qualification as a foreign association includes registration under subsection (a) and deemed registration under this subsection. (c) Cross references.--See: Section 134 (relating to docketing statement). Section 135 (relating to requirements to be met by filed documents). Section 4124 (relating to advertisement of registration to do business). Section 6124 (relating to advertisement of registration to do business). (July 15, 2024, P.L.728, No.59, eff. 60 days) 2024 Amendment. Act 59 added subsec. (b)(6). Cross References. Section 412 is referred to in sections 201, 206, 413 of this title; section 302 of Title 54 (Names).

15 Pa.C.S. § 413 Amendment of foreign registration statement.

(a) General rule.--A registered foreign association shall deliver to the department for filing an amendment to its foreign registration statement if there is a change in any of the following: (1) The name of the association. (2) The type of association, including, if it is a foreign limited partnership, whether the association became or ceased to be a foreign limited liability limited partnership. (3) The association's jurisdiction of formation. (4) An address required by section 412(a)(4) (relating to foreign registration statement). (5) Its registered office. (6) The authority of the association to have one or more series. (b) Contents of amendment.--An amendment of a foreign registration statement shall be signed by the registered foreign association and state all of the following: (1) The name under which the registered foreign association is registered to do business in this Commonwealth. (2) 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 registered office in this Commonwealth. (3) If the amendment is not to be effective on filing, the later date or date and time on which it will become effective. (4) The information that is to be changed. (c) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). Cross References. Section 413 is referred to in section 419 of this title.

15 Pa.C.S. § 414 Noncomplying name of foreign association.

(a) General rule.--A foreign filing association or foreign limited liability partnership whose name does not comply with Subchapter A of Chapter 2 (relating to names) may not register to do business in this Commonwealth until it adopts, for the purpose of doing business in this Commonwealth, an alternate name that complies with Subchapter A of Chapter 2. A foreign association that registers under an alternate name under this subsection is not required to comply with 54 Pa.C.S. Ch. 3 (relating to fictitious names) with respect to the alternate name. After registering to do business in this Commonwealth under an alternate name, a foreign association shall do business in this Commonwealth under any of the following: (1) The alternate name. (2) Its proper name under the laws of its jurisdiction of formation, with the addition of the name of its jurisdiction of formation. (3) A name the foreign association is authorized to use under 54 Pa.C.S. Ch. 3. (b) Change of name.--If a registered foreign association changes its name to one that does not comply with Subchapter A of Chapter 2, it may not do business in this Commonwealth until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with Subchapter A of Chapter 2. (c) Filed documents.--If a registered foreign association adopts an alternate name under subsection (a), the association shall use the alternate name in response to a requirement in this title that a document delivered to the department for filing state the name of the association. (d) Use of permitted names.--The doing of business by a registered foreign association using a name permitted by subsection (a) has the same force and effect as doing business using the proper name of the association under the laws of its jurisdiction of formation. (Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 added subsec. (d). Cross References. Section 414 is referred to in sections 412, 418 of this title.

15 Pa.C.S. § 415 Voluntary withdrawal of registration.

(a) General rule.--A registered foreign association may withdraw its registration by delivering a statement of withdrawal to the department for filing. The statement of withdrawal shall be signed by the association and state all of the following: (1) The name of the association and its jurisdiction of formation. (2) 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 registered office in this Commonwealth. (3) That the association is not doing business in this Commonwealth. (4) That the association withdraws its registration to do business in this Commonwealth. (b) Filing.--The statement of withdrawal and the certificates required by section 139 (relating to tax clearance of certain fundamental transactions) shall be delivered to the department for filing and shall take effect on filing. (c) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). Cross References. Section 415 is referred to in sections 4129, 6129 of this title.

15 Pa.C.S. § 416 Withdrawal deemed on certain transactions.

(a) Merger.--A registered foreign association that merges into a domestic filing entity or domestic limited liability partnership shall be deemed to have withdrawn its registration on the effective date of the merger. (b) Conversion.--A registered foreign association that converts to any type of domestic filing entity or to a domestic limited liability partnership shall be deemed to have withdrawn its registration on the effective date of the conversion. (c) Domestication.--A registered foreign association that domesticates in this Commonwealth as a domestic filing entity or a domestic limited liability partnership shall be deemed to have withdrawn its registration on the effective date of the domestication. Cross References. Section 416 is referred to in sections 356, 376 of this title.

15 Pa.C.S. § 417 Required withdrawal on certain transactions.

(a) Application of section.--This section shall apply to a registered foreign association that has been: (1) a nonsurviving party to a merger in which the survivor is a foreign association; (2) a dividing association which did not survive the division; (3) dissolved and completed winding up; (4) converted to a domestic or foreign nonfiling association other than a limited liability partnership; or (5) the domesticating entity in a domestication in which the domesticated entity is a domestic or foreign nonfiling association other than a limited liability partnership. (b) Statement of withdrawal.--A registered foreign association described in subsection (a) shall deliver a statement of withdrawal to the department for filing. The statement shall state as follows: (1) In the case of a foreign association that has completed winding up, was not the survivor of a merger in which the survivor was a foreign association or was a dividing association that did not survive the division, all of the following: (i) The name under which the association is registered to do business in this Commonwealth and its jurisdiction of formation. (ii) That the association withdraws its registration to do business in this Commonwealth. (iii) The nature of the transaction that requires it to make a filing under this section. (2) In the case of a foreign association that has converted to a domestic or foreign nonfiling association other than a limited liability partnership, all of the following: (i) The name under which the association is registered to do business in this Commonwealth and its jurisdiction of formation. (ii) The type of nonfiling association to which the association has converted and its jurisdiction of formation. (iii) That the association withdraws its registration to do business in this Commonwealth. (3) In the case of a foreign association that has domesticated as a domestic or foreign nonfiling association other than a limited liability partnership in a jurisdiction other than this Commonwealth, all of the following: (i) The name under which the association is registered to do business in this Commonwealth and its jurisdiction of formation. (ii) The jurisdiction of formation of the domesticated association. (iii) That the association withdraws its registration to do business in this Commonwealth. (c) Tax clearance.--The statement of withdrawal as delivered to the department for filing shall be accompanied by the certificates required by section 139 (relating to tax clearance of certain fundamental transactions), except that those certificates shall not be required if the statement is being delivered for filing by a registered foreign association that was not the survivor of a merger in which the survivor is another registered foreign association. (d) Signature.--The statement of withdrawal shall be signed by: (1) the surviving association in the merger; (2) a resulting association in the division; (3) the dissolved association; or (4) the converted or domesticated association. (e) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). (Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment. Act 122 amended subsecs. (a)(1), (b) intro. par. and (1), relettered former subsec. (c) to subsec. (e), added present subsec. (c) and added subsec. (d). Cross References. Section 417 is referred to in sections 356, 376 of this title.

15 Pa.C.S. § 418 Transfer of registration.

(a) General rule.--If a registered foreign association merges into a nonregistered foreign association or converts to a foreign association required to register with the department to do business in this Commonwealth, the association shall deliver to the department for filing an application for transfer of registration. The application shall be signed by the surviving or converted association and state all of the following: (1) The name of the association before the merger or conversion. (2) The type of association it was before the merger or conversion. (3) The name of the applicant association and, if the name does not comply with section 202 (relating to requirements for names generally), an alternate name adopted in accordance with section 414(a) (relating to noncomplying name of foreign association). (4) The type of association of the applicant association and its jurisdiction of formation. (5) If different than the information for the foreign association before the merger or conversion, all of the following information regarding the applicant association: (i) The street and mailing addresses of the principal office of the association and, if the laws of the association's jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office. (ii) Subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address of its registered office in this Commonwealth. (b) Effect of application.--When an application for transfer of registration takes effect, the registration of the registered foreign association to do business in this Commonwealth is transferred without interruption to the association into which it has merged or to which it has been converted. (c) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).

15 Pa.C.S. § 419 Termination of registration.

(a) General rule.--The department may terminate the registration of a registered foreign association in the manner provided in subsections (b) and (c) if the department finds that the association: (1) has not amended its registration when required by section 413 (relating to amendment of foreign registration statement); (2) has been administratively, voluntarily or involuntarily dissolved under the laws of its jurisdiction of formation; or (3) has failed to deliver to the department for filing an annual report under section 146 (relating to annual report) within six months after it is due. (b) Notice by department.--The department may terminate the registration of a registered foreign association by taking both of the following actions: (1) Filing a notice of termination or noting the termination in the records of the department. (2) Delivering a copy of the notice or the information in the notation to the association's registered office or, if the association does not have a registered office, to the association's principal office. (c) Contents.--The notice shall state, or the information in the notation under subsection (b) shall include, both of the following: (1) The effective date of the termination, which shall be no less than 60 days after the date the department delivers the copy. (2) The grounds for termination under subsection (a). (d) Effectiveness or cure.--The registration of a registered foreign association to do business in this Commonwealth shall cease on the effective date of the notice of termination or notation under subsection (b), unless before that date the association cures each ground for termination stated in the notice or notation. If the association cures each ground, the department shall file a record stating as such. (e) Transitional provision.--Subsection (a)(3) shall apply with respect to annual reports due on or after January 4, 2027. (Nov. 3, 2022, P.L.1791, No.122, eff. 60 days; June 10, 2024, P.L.381, No.20, eff. imd.) 2024 Amendment. Act 20 amended subsec. (e). 2022 Amendment. Act 122 amended subsec. (a) and added subsec. (e).

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