(a) General rule.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter:
(1) One or more domestic entities may merge with one or more domestic entities or foreign associations into a surviving association.
(2) Two or more foreign associations may merge into a surviving association that is a domestic entity.
(3) A domestic banking institution may be a merging association or surviving association in a merger with one or more domestic or foreign associations if the surviving association or at least one of the merging associations is a domestic entity.
(b) Foreign law authorization required.--By complying with the applicable provisions of this subchapter, a foreign association may be a party to a merger under this subchapter or may be the surviving association in such a merger if the merger is authorized by the laws of the jurisdiction of formation of the foreign association.
(c) Banking institutions.--Subsection (a)(3) controls over any inconsistent provision of the organic law of a domestic banking institution that is a merging association.
(d) Exception.--A health maintenance organization may be a merging association only if the surviving association is a health maintenance organization.
(e) Cross reference.--See section 314 (relating to regulatory conditions and required notices and approvals).
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 3 - Entity Transactions
Section 311 - Short title of chapter
Section 313 - Relationship of chapter to other provisions of law
Section 314 - Regulatory conditions and required notices and approvals
Section 315 - Nature of transactions
Section 316 - Contents of plan
Section 317 - Contractual dissenters rights in entity transactions
Section 318 - Excluded entities and transactions
Section 319 - Party to plan or transaction
Section 320 - Submission of matters to interest holders
Section 321 - Approval by business corporation
Section 322 - Approval by nonprofit corporation
Section 323 - Approval by general partnership
Section 324 - Approval by limited partnership
Section 325 - Approval by limited liability company
Section 326 - Approval by professional association
Section 327 - Approval by business trust
Section 328 - Approval by unincorporated nonprofit association
Section 329 - Special treatment of interest holders
Section 330 - Alternative means of approval of transactions
Section 331 - Merger authorized
Section 333 - Approval of merger
Section 334 - Amendment or abandonment of plan of merger
Section 335 - Statement of merger; effectiveness
Section 336 - Effect of merger
Section 341 - Interest exchange authorized
Section 342 - Plan of interest exchange
Section 343 - Approval of interest exchange
Section 344 - Amendment or abandonment of plan of interest exchange
Section 345 - Statement of interest exchange; effectiveness
Section 346 - Effect of interest exchange
Section 351 - Conversion authorized
Section 352 - Plan of conversion
Section 353 - Approval of conversion
Section 354 - Amendment or abandonment of plan of conversion
Section 355 - Statement of conversion; effectiveness
Section 356 - Effect of conversion
Section 361 - Division authorized
Section 362 - Plan of division
Section 363 - Approval of division
Section 364 - Division without interest holder approval
Section 365 - Amendment or abandonment of plan of division
Section 366 - Statement of division; effectiveness
Section 367 - Effect of division
Section 368 - Allocation of liabilities in division
Section 371 - Domestication authorized
Section 372 - Plan of domestication
Section 373 - Approval of domestication
Section 374 - Amendment or abandonment of plan of domestication
Section 375 - Statement of domestication; effectiveness
Section 376 - Effect of domestication
Section 381 - Grounds for administrative dissolution or cancellation