(a) General rule.--A domestic entity may become a foreign entity of the same type by approving a plan of domestication. The plan shall be in record form and contain all of the following:
(1) The name and type of the domesticating entity.
(2) The name and jurisdiction of formation of the domesticated entity.
(3) The manner, if any, of canceling or converting those interests in the domesticating entity, if any, that are to receive special treatment as authorized by and subject to section 329 (relating to special treatment of interest holders).
(4) The proposed public organic record of the domesticated entity if it is a filing entity.
(5) The full text of the private organic rules of the domesticated entity that are proposed to be in record form.
(6) The other terms and conditions of the domestication.
(7) Any other provision required by:
(i) laws of this Commonwealth;
(ii) the laws of the jurisdiction of formation of the foreign domesticated entity; or
(iii) the organic rules of the domesticating entity.
(b) Optional contents.--In addition to the requirements of subsection (a), a plan of domestication may contain any other provision not prohibited by law.
(c) Terms of interests.--Except as provided in the plan of domestication pursuant to section 329, the terms of the interests in the domesticated entity and the rights of the interest holders in the domesticated entity shall be substantially the same as the terms of the interests and the rights of the interest holders in the domesticating entity, except to the extent a different term or right is required by a provision of the organic law of the domesticated entity that cannot be varied in its organic rules.
(d) Cross reference.--See section 316(c) (relating to contents of plan).
Cross References. Section 372 is referred to in sections 8415, 8615, 8815 of this title.
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