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§ 341. Interest exchange authorized

Purdon's Pennsylvania Statutes and Consolidated StatutesTitle 15 Pa.C.S.A. Corporations and Unincorporated AssociationsEffective: January 3, 2023

Purdon's Pennsylvania Statutes and Consolidated Statutes
Title 15 Pa.C.S.A. Corporations and Unincorporated Associations (Refs & Annos)
Part I. Preliminary Provisions (Refs & Annos)
Chapter 3. Entity Transactions (Refs & Annos)
Subchapter D. Interest Exchange (Refs & Annos)
Effective: January 3, 2023
15 Pa.C.S.A. § 341
Formerly cited as PA ST 15 Pa.C.S.A. § 1931
§ 341. Interest exchange authorized
Currentness
(a) General rule.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this subchapter:
(1) A domestic or foreign association may acquire all of one or more classes or series of the issued and outstanding interests of a domestic entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities or any combination of the foregoing.
(2) A domestic entity may acquire all of one or more classes or series of the issued and outstanding interests of a foreign association in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities or any combination of the foregoing.
(b) Foreign associations.--By complying with the applicable provisions of this subchapter:
(1) A foreign association may be the acquiring association in an interest exchange under this subchapter regardless of whether the laws of its jurisdiction of formation authorizes an interest exchange.
(2) A foreign association may be the acquired association in an interest exchange under this subchapter only if the interest exchange is authorized by the laws of its jurisdiction of formation.
(c) Protected agreements.--If a protected agreement of a domestic entity other than a business corporation contains a provision that applies to a merger of the entity but does not refer to an interest exchange, the provision shall apply to an interest exchange in which the domestic entity is the acquired association as if the interest exchange were a merger until the provision is amended after July 1, 2015.
(d) Excluded entities.--The following domestic entities shall not be the acquired association in an interest exchange:
(1) a health maintenance organization;
(2) a hospital plan corporation; or
(3) a professional health service organization.
(e) Transitional provision.--A reference in either of the following to a share exchange means an interest exchange:
(1) in a provision of the organic rules of a domestic business corporation which took effect before July 1, 2015; or
(2) in a statute of this Commonwealth that took effect before July 1, 2015.
(f) Cross reference.--See section 314 (relating to regulatory conditions and required notices and approvals).

Credits

2014, Oct. 22, P.L. 2640, No. 172, § 9, effective July 1, 2015. Amended 2022, Nov. 3, P.L. 1791, No. 122, § 16, effective in 60 days [Jan. 3, 2023].
15 Pa.C.S.A. § 341, PA ST 15 Pa.C.S.A. § 341
Current through Act 11 of the 2024 Regular Session. Some statute sections may be more current, see credits for details.
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