§ 363. Approval of 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. § 363
Formerly cited as PA ST 15 Pa.C.S.A. § 1952; PA ST 15 Pa.C.S.A. § 5952; PA ST 15 Pa.C.S.A. § 8577; PA ST 15 Pa.C.S.A. § 8963
§ 363. Approval of division
(1) The plan is approved by the domestic entity in accordance with the applicable provisions of Subchapter B (relating to approval of entity transactions).1
(2) The plan is approved in record form by each interest holder, if any, of the domestic entity that will have interest holder liability for debts, obligations and other liabilities that arise after the division becomes effective, unless, as to an interest holder that does not approve the plan, both of the following apply:
(c) Dissenters rights.-- Except in the case of a plan of division adopted under section 364, if a shareholder of a domestic business corporation that is to be a dividing association objects to the plan of division and complies with Subchapter D of Chapter 15 (relating to dissenters rights),2 the shareholder shall be entitled to dissenters rights to the extent provided in that subchapter. See sections 317 (relating to contractual dissenters rights in entity transactions) and 329 (relating to special treatment of interest holders).
(1) If a provision of the organic rules of a dividing association that is a domestic entity of the type described was adopted before the date indicated and requires for the proposal or adoption of a plan of merger a specific number or percentage of votes of governors or interest holders or other special procedures, a plan of division shall not be proposed or adopted by the governors or interest holders without that number or percentage of votes or compliance with the other special procedures:
(2) If a provision of any debt securities, notes or similar evidences of indebtedness for money borrowed, whether secured or unsecured, indentures or other contracts that were issued, incurred or executed by a dividing association that is a domestic entity of the type described before the date indicated, and the provision requires the consent of the obligee to a merger of the dividing association or treats such a merger as a default, the provision shall apply to a division of the dividing association as if it were a merger:
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. § 363, PA ST 15 Pa.C.S.A. § 363
Current through Act 11 of the 2024 Regular Session. Some statute sections may be more current, see credits for details.
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