Establishing a liquidating trust

"Domestic entity." An entity, the internal affairs of which are governed by the laws of this Commonwealth. (c) Affirmation of authority.--A person that signs a document delivered to the department for filing affirms as a fact that the person is authorized to sign the document. (c) Effect.--A record filed under subsection (a)(3) is effective without being signed. (b) Contents of certificate.--A certificate under subsection (a) must state: (1) the name of the domestic filing entity or domestic limited liability partnership or the name under which the registered foreign association is registered in this Commonwealth; (2) in the case of a domestic filing entity or domestic limited liability partnership, that the entity is currently subsisting on the records of the department; and (3) in the case of a registered foreign association, that it is registered to do business in this Commonwealth. (d) Statement of abandonment.--If a plan of merger is abandoned after a statement of merger has been delivered to the department for filing and before the statement becomes effective, a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness), signed by a party to the plan, must be delivered to the department for filing before the statement of merger becomes effective. (b) Contents.--A statement of merger shall contain all of the following: (1) With respect to each merging association that is not the surviving association: (i) its name; (ii) its jurisdiction of formation; (iii) its type; (iv) if it is a domestic filing association, domestic limited liability partnership or registered foreign association, the address of its registered office, including street and number, if any, in this Commonwealth, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address); (v) if it is a domestic association that is not a domestic filing association or limited liability partnership, the address, including street and number, if any, of its principal office; and (vi) if it is a nonregistered foreign association, the address, including street and number, if any, of: (A) its registered or similar office, if any, required to be maintained by the laws of its jurisdiction of formation; or (B) if it is not required to maintain a registered or similar office, its principal office. (b) Coordination with other laws.--Where any other provision of law contemplates notice to, the presence of, or the vote, consent or other action by the members, directors or officers of a nonprofit corporation, without specifying the applicable corporate standards and procedures, the standards and procedures specified by or pursuant to this subpart shall be applicable. (e)(1), was repealed by the act of October 5, 1980 (P. "Board of directors" or "board." The group of persons under the direction of whom the business and affairs of the corporation are managed irrespective of the name by which the group is designated. See section 5731(c) (relating to executive and other committees of the board). If and to the extent canon law or similar principles applicable to a corporation incorporated for religious purposes sets forth provisions relating to the government and regulation of the affairs of the corporation that are inconsistent with the provisions of this subpart on the same subject, the canon law or similar principles shall control except to the extent prohibited by the Constitution of the United States or the Constitution of Pennsylvania. The corporate seal may be affixed and attested, but the affixation or attestation of the corporate seal shall not be necessary for the due execution of any filing by a corporation under this title. (a) General rule.--On or before April 30 of each year, a corporation described in subsection (b) that has effected any change in its officers during the preceding calendar year shall file in the Department of State a statement executed by the corporation and setting forth: (1) The name of the corporation. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this title and the partnership agreement for limited partners. A limited partnership is the same entity regardless of whether: (1) its certificate of limited partnership states that the limited partnership is a limited liability limited partnership; or (2) it has a statement of registration in effect under section 8201 (relating to scope).

"Domestic corporation not-for-profit." A corporation not-for-profit incorporated under the laws of this Commonwealth. (c) Effect of statement of abandonment.--Upon filing by the department of a statement of abandonment, the action or transaction evidenced by the original document shall not take effect. If this title requires a particular individual to sign a document and the individual is deceased or incompetent, the document may be signed by a legal representative of the individual on behalf of the individual. If a document that is delivered to the department for filing under this title and filed by the department contains inaccurate information at the time of delivery to the department, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the document or caused another to sign it on behalf of the person and knew at the time the document was delivered that the information was inaccurate. (b) Association.--If a petitioner under subsection (a) is not the association to which the document pertains, the petitioner shall make the association a party to the action. (a) General rule.--On request of a person, the department shall issue: (1) a subsistence certificate for a domestic filing entity or domestic limited liability partnership; or (2) a certificate of registration for a registered foreign association. Unless prohibited by the plan, a domestic entity that is a merging association may abandon the plan in the same manner as the plan was approved. (a) General rule.--A statement of merger shall be signed by each merging association and delivered to the department for filing along with the certificates, if any, required by section 139 (relating to tax clearance of certain fundamental transactions). L.1063, No.271), shall be known and may be cited as the Nonprofit Corporation Law of 1972. L.289, No.105), shall be known and may be cited as the Nonprofit Corporation Law of 1933. See section 101(b) (relating to application of title). L.1088, No.255), known as the Pennsylvania Deposit Insurance Corporation Act, referred to in subsec. Section 5102 is referred to in section 5103 of this title. If an amendment of the articles or a statement filed under Chapter 3 restates articles in their entirety, thenceforth the "articles" shall not include any prior documents and any certificate issued by the department with respect thereto shall so state. (a) General rule.--Any document filed in the department under this title by a domestic or foreign nonprofit corporation subject to this subpart may be executed on behalf of the corporation by any one duly authorized officer of the corporation. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this title and the partnership agreement for general partners. (a) Separate entity.--A limited partnership is an entity distinct from its partners.

Section 1 of Act 172 of 2014 provided that the act shall be known and may be cited as the Association Transactions Act. The term includes: (1) A director of a corporation for profit or a shareholder of a statutory close corporation that is deemed to be a director under section 2332(a) (relating to management by shareholders). (7) A manager of an unincorporated nonprofit association. Failure by the department to give notice to any party, or failure by any party to receive notice, of a decennial filing requirement shall not relieve any party of the obligation to make the decennial filing. (3) Regulations, which the department is hereby authorized to promulgate, that: (i) Authorize payment of fees and other remittances through or by a credit or debit card issuer or other financial intermediary. § 9525 (relating to fees) for filings transmitted to the department electronically. (6) If the surviving association exists before the merger, all of the following apply: (i) All of its property continues to be vested in it without transfer, reversion or impairment. General Provisions CHAPTER 51 GENERAL PROVISIONS Sec. "Other body." A term employed in this subpart to denote a person or group, other than the board of directors or a committee thereof, who pursuant to authority expressly conferred by this subpart may be vested by the bylaws of the corporation with powers that, if not vested by the bylaws in the person or group, would by this subpart be required to be exercised by: (1) the members; (2) a convention or assembly of delegates of members established pursuant to any provision of this subpart; or (3) the board of directors. Section 8623 (relating to signing of filed documents). (2) An amendment to the certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.

Change in location or status of registered office provided by agent. Name of commercial registered office provider in lieu of registered address. Supplementary general principles of law applicable. "Corporation for profit." A domestic or foreign corporation incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise, to its shareholders or members, whether or not it is a cooperative corporation. (relating to bankruptcy) or a comparable order under a successor statute of general application; or (2) a comparable order under Federal, State or foreign law governing insolvency. (c) Exceptions.--It shall not be necessary to file tax clearance certificates with the Department of State: (1) If clearance certificates are filed with the court as required under subsection (b). (d) Definition.--As used in this section, the term "orphan corporate and business records" means corporate and limited partnership filings and recordings which were formerly effected in the office of the clerk of the court of common pleas or the office for the recording of deeds or an equivalent row office in a home rule charter county and which are no longer effected in such offices by reason of the enactment of: (1) The act of December 19, 1990 (P. L.62, No.29), referred to as the General Railroad Law; the act of April 29, 1874 (P. (3) If a shareholder of a domestic banking institution that is to be a merging association objects to the plan of merger and complies with section 1222 of the act of November 30, 1965 (P. (3) A copy of any filed certificate or statement of merger, interest exchange, conversion, division or domestication.

Relation of title to Electronic Signatures in Global and National Commerce Act. "Cooperative corporation." A domestic corporation that is subject to Subpart D of Part II (relating to cooperative corporations), or a foreign corporation that is subject to a similar law of a foreign jurisdiction. (d) Cross reference.--See section 135 (relating to requirements to be met by filed documents). (2) The court shall not approve a final distribution of the assets of a domestic general partnership, limited partnership, electing partnership or limited liability company if the court is supervising the winding up of the association. The county records committee may provide for the destruction of such duplicate records without transfer to the custody of the department. L.365, No.252), referred to as the Cooperative Association Act; and (ii) public utility corporations, including corporations incorporated under or subject to the act of April 4, 1868 (P. (2) Except as provided under section 317 (relating to contractual dissenters rights in entity transactions), dissenters rights shall not be available to shareholders of a domestic business corporation that is a merging association in a merger described in section 321(d)(1)(i) or (4) (relating to approval by business corporation). Except as otherwise provided in the partnership agreement, whenever the partnership agreement requires for the taking of any action by the partners or a class of partners a specific number or percentage of votes or consents, the provision of the partnership agreement setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes or consents of the partners or the class of partners. (2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment or restatement has been signed.

"Entity." A domestic or foreign: (1) business corporation; (2) nonprofit corporation; (3) general partnership; (4) limited partnership; (5) limited liability company; (6) unincorporated nonprofit association; (7) professional association; or (8) business trust, common-law business trust or statutory trust. (2) The document complies with any regulations promulgated by the department and is accompanied by any applicable statement prescribed under section 134. The public organic record does not need to state the name or address of an incorporator of a corporation, organizer of a limited liability company or similar person with respect to any other type of entity. L.373, No.59), known as the Interest on Lawyers' Trust Accounts Act. "Domestic corporation not-for-profit." (Deleted by amendment). "Employee." The term does not include a member, director or member of an other body, unless the person is also an employee. (4) Nothing in this title shall be deemed to repeal or supersede any provision in section 7 of the act of April 26, 1855 (P. The partnership may make distributions of money or property to partners upon dissolution or final liquidation as permitted by this chapter. (c) Optional contents of certificate.--A certificate of limited partnership may contain statements as to matters other than those required under subsection (b), but may not vary or otherwise affect the provisions specified in section 8615(c) and (d) (relating to contents of partnership agreement) in a manner inconsistent with that section.

Chapter 1 is referred to in sections 7102, 8415, 8615, 8815 of this title. "Electronic." Relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic or similar capabilities. (iii) Specifying the date upon which the creation or termination of existence, if any, of the association or associations effected by the filing will take effect. (6) If the surviving association is created by the merger and is a domestic filing entity, its public organic record, as an attachment. (3) The Lawyer Trust Account Board established by the act of April 29, 1988 (P. "Domestic corporation for profit." (Deleted by amendment). (3) Subsection (a) shall not adversely affect the rights specifically provided for or saved in this subpart, including, without limiting the generality of the foregoing, the provisions of section 363 (relating to approval of division). (e) Cross reference.--See section 134 (relating to docketing statement). (3) The partnership may confer benefits on partners or nonpartners in conformity with its purposes, may repay capital contributions and may redeem evidences of indebtedness, except when the partnership is currently insolvent or would thereby be made insolvent or rendered unable to carry on its purposes, or when the fair value of the assets of the partnership remaining after the conferring of benefits, payment or redemption would be insufficient to meet its liabilities. Liability of general partner for false or missing information in filed document. (b) Required contents of certificate.--A certificate of limited partnership must state: (1) the name of the limited partnership, which must comply with Subchapter A of Chapter 2 (relating to names); (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 the partnership's registered office; and (3) the name and address of each general partner.

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