(a) General rule.--Except as restricted by subsection (e), any association as defined in subsection (f) may become a domestic association by filing in the Department of State a statement of domestication.
(b) Statement of domestication.--The statement of domestication shall be signed by the association and shall set forth in the English language:
(1) The name of the association. If the name is in a foreign language, it shall be set forth in Roman letters or characters or Arabic or Roman numerals. If the name is one that is rendered unavailable for use by a domestic entity by section 202(b) or (c) (relating to requirements for names generally), the association shall adopt a new name, in accordance with any procedures for changing the name of the association that are applicable prior to the domestication of the association, and shall set forth the new name in the statement.
(2) The name of the jurisdiction under the laws of which and the date on which it was first formed, incorporated or otherwise came into being.
(3) The name of the jurisdiction that constituted the seat, siege social or principal place of business or control administration of the association, or any equivalent under applicable law, immediately prior to the filing of the statement.
(4) A statement of the type of domestic association that the association will be upon domestication.
(5) A statement that the filing of the statement of domestication and, if desired, the renunciation of the prior domicile has been authorized (unless its organic rules require a greater vote) by a majority in interest of the interest holders of the association.
(6) If the association will be a type of domestic association that is created by a filing in the department, such other provisions as are required to be included in an initial filing to create that type of domestic association, except that it shall not be necessary to set forth the name of the person organizing the association.
(7) Any other provision that the association may choose to insert unless this title prohibits the inclusion of such a provision in a filing that creates the type of domestic association that the association will be upon domestication.
(c) Execution.--The statement shall be signed on behalf of the association by any authorized person.
(d) Effect of domestication.--Upon the filing of the statement of domestication, the association shall be domesticated in this Commonwealth and the association shall thereafter be subject to any applicable provisions of this title and any other provisions of law applicable to associations existing under the laws of this Commonwealth. If the association will be a type of domestic association that is created by a filing in the department, the statement of domestication shall constitute that filing. The domestication of any association in this Commonwealth pursuant to this section shall not be deemed to affect any obligations or liabilities of the association incurred prior to its domestication.
(e) Exclusion.--An association that can be domesticated under Subchapter G of Chapter 3 (relating to domestication) shall not be domesticated under this section.
(f) Definition.--As used in this section, the term "association," except as restricted by subsection (e), includes any incorporated organization, private law corporation (whether or not organized for business purposes), public law corporation, partnership, proprietorship, joint venture, foundation, trust, association or similar organization or entity existing under the laws of any jurisdiction other than this Commonwealth.
(g) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2019 Correction. The Legislative Reference Bureau made a 2019 correction adding back subsec. (g) that was erroneously dropped.
2014 Amendment. Act 172 amended subsecs. (b) intro. par., (1) and (5), (e) and (f).
2001 Amendment. Act 34 amended subsecs. (b), (d), (e), (f) and (g) and carried without amendment subsec. (c).
1990 Amendment. Act 198 renumbered section 151 to section 161 and amended the section heading and subsecs. (e) and (f).
Cross References. Section 161 is referred to in section 153 of this title.
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 1 - General Provisions
Section 101 - Short title and application of title
Section 103 - Subordination of title to regulatory laws
Section 104 - Equitable remedies
Section 106 - Effect of filing papers required to be filed
Section 108 - Change in location or status of registered office provided by agent
Section 109 - Name of commercial registered office provider in lieu of registered address
Section 110 - Supplementary general principles of law applicable
Section 111 - Relation of title to Electronic Signatures in Global and National Commerce Act
Section 112 - Receipt of electronic communications
Section 113 - Delivery of document
Section 114 - Defense of usury
Section 131 - Application of subchapter
Section 132 - Functions of Department of State
Section 133 - Powers of Department of State
Section 134 - Docketing statement
Section 135 - Requirements to be met by filed documents
Section 136 - Processing of documents by Department of State
Section 137 - Court to pass upon rejection of documents by Department of State
Section 138 - Statement of correction
Section 139 - Tax clearance of certain fundamental transactions
Section 140 - Custody and management of orphan corporate and business records
Section 141 - Abandonment of filing before effectiveness
Section 142 - Effect of signing filings
Section 143 - Liability for inaccurate information in filing
Section 144 - Signing and filing pursuant to judicial order
Section 145 - Subsistence certificate
Section 151 - Short title and application of subchapter
Section 154 - Enforcement and collection
Section 155 - Disposition of funds
Section 161 - Domestication of certain alien associations
Section 162 - Contingent domestication of certain alien associations (Repealed)