Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 3 - Entity Transactions
Section 331 - Merger authorized


(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

Extra - Chapter Notes

Section 311 - Short title of chapter

Section 312 - Definitions

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 332 - Plan of merger

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

Section 382 - Procedure and effect

Section 383 - Reinstatement

Section 384 - Rejection of reinstatement