§ 368. Allocation of liabilities in division
Purdon's Pennsylvania Statutes and Consolidated StatutesTitle 15 Pa.C.S.A. Corporations and Unincorporated AssociationsEffective: January 3, 2023
Effective: January 3, 2023
15 Pa.C.S.A. § 368
Formerly cited as PA ST 15 Pa.C.S.A. § 1957
§ 368. Allocation of liabilities in division
(b) Joint and several liability.--If the allocation of a liability in a division is determined by the court as defined in section 102 (relating to definitions) to be ineffective or voidable under 12 Pa.C.S. Ch. 51 (relating to voidable transactions) as of the effective date of the division, all of the following apply:
(g) Security agreements.--If the dividing association is bound by a security agreement governed by 13 Pa.C.S. Div. 9 (relating to secured transactions) as enacted in any jurisdiction and the security agreement provides that the security interest attaches to after-acquired collateral, each resulting association is bound by the security agreement.
(i) Regulatory approvals.--The conditions in this section for freeing one or more of the resulting associations from the liabilities of the dividing association and for allocating some or all of the liabilities of the dividing association shall be conclusively deemed to have been satisfied if the plan of division has been approved by the Department of Banking and Securities, the Insurance Department or the Pennsylvania Public Utility Commission in a final order issued after August 21, 2001, that is not subject to further appeal.
(j) Taxes.--Any taxes, interest, penalties and public accounts of the Commonwealth claimed against the dividing association for periods prior to the effective date of the division that are settled, assessed or determined prior to or after the division shall be the liability of all of the resulting associations and, together with interest thereon, shall be a lien against the franchises and property of each resulting association. Upon the application of the dividing association, the Department of Revenue, with the concurrence of the Department of Labor and Industry, shall release one or more, but less than all, of the resulting associations from liability and liens for all taxes, interest, penalties and public accounts of the dividing association due the Commonwealth for periods prior to the effective date of the division if those departments are satisfied that the public revenues will be adequately secured.
Credits
2014, Oct. 22, P.L. 2640, No. 172, § 9, effective July 1, 2015. Amended 2016, Nov. 21, P.L. 1328, No. 170, § 2.2, effective in 90 days [Feb. 21, 2017]; 2022, Nov. 3, P.L. 1791, No. 122, § 18, effective in 60 days [Jan. 3, 2023].
15 Pa.C.S.A. § 368, PA ST 15 Pa.C.S.A. § 368
Current through Act 11 of the 2024 Regular Session. Some statute sections may be more current, see credits for details.
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