Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 3 - Entity Transactions
Section 351 - Conversion authorized


(a) Domestic converting associations.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter:
(1) A domestic entity may become a domestic entity of a different type or a domestic banking institution.
(2) A domestic banking institution may become a domestic association of a different type.
(3) A domestic entity may become a foreign association of a different type, if the conversion is authorized by the laws of the foreign jurisdiction.
(b) Foreign converting associations.--By complying with the applicable provisions of this subchapter, a foreign association may become a domestic entity of a different type if the conversion is authorized by the laws of the jurisdiction of formation of the foreign association.
(c) Protected governance agreements.--If a protected governance agreement that is binding on a domestic entity immediately before the effectiveness of a transaction under this chapter contains a provision that applies to a merger of the entity but does not refer to a conversion, the provision shall apply to a conversion of the entity as if the conversion were a merger until the provision is amended after July 1, 2015.
(d) Exceptions.--This subchapter may not be used to accomplish a transaction that has the same effect as a transaction under any of the following provisions:
(1) Section 7104 (relating to election of an existing business corporation to become a cooperative corporation).
(2) Section 7105 (relating to termination of status as a cooperative corporation for profit).
(3) Section 7106 (relating to election of an existing nonprofit corporation to become a cooperative corporation).
(4) Section 7107 (relating to termination of nonprofit cooperative corporation status).
(e) Cross reference.--See section 314 (relating to regulatory conditions and required notices and approvals).

Cross References. Section 351 is referred to in section 1106 of this title.

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