Pa. Cons. Stat. » 15 Pa. Cons. Stat. (CORPORATIONS) / Chapter 3

15 Pa. Cons. Stat. § 331

 Merger authorized.

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SUBCHAPTER C

MERGER

 

Sec.

331.  Merger authorized.

332.  Plan of merger.

333.  Approval of merger.

334.  Amendment or abandonment of plan of merger.

335.  Statement of merger; effectiveness.

336.  Effect of merger.

 

Cross References.  Subchapter C is referred to in sections 312, 2538 of this title.

§ 331.  Merger authorized.

(a)  General rule.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter:

(1)  One or more domestic entities may merge with one or more domestic entities or foreign associations into a surviving association.

(2)  Two or more foreign associations may merge into a surviving association that is a domestic entity.

(3)  A domestic banking institution may be a merging association or surviving association in a merger with one or more domestic or foreign associations if the surviving association or at least one of the merging associations is a domestic entity.

(b)  Foreign law authorization required.--By complying with the applicable provisions of this subchapter, a foreign association may be a party to a merger under this subchapter or may be the surviving association in such a merger if the merger is authorized by the laws of the jurisdiction of formation of the foreign association.

(c)  Banking institutions.--Subsection (a)(3) controls over any inconsistent provision of the organic law of a domestic banking institution that is a merging association.

(d)  Exception.--A health maintenance organization may be a merging association only if the surviving association is a health maintenance organization.

(e)  Cross reference.--See section 314 (relating to regulatory conditions and required notices and approvals).

Notes of Decisions
Cited in 2 cases (1 in the last 5 years), 2020–2024 · leading case: In Re: Merger of: Univ. Vol. Fire Dept. into Pt. Breeze Vol. Fire Assoc. ~ Appeal of: Penn 7 Vol. Fire Dept. & N. Bessem
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In Re: Merger of: Univ. Vol. Fire Dept. into Pt. Breeze Vol. Fire Assoc. ~ Appeal of: Penn 7 Vol. Fire Dept. & N. Bessem (2020) pacommwct “15 Pa. C.S. § 331(a)(1). Most relevant to this matter, Section 314 of the Entity Transaction Law, 15 Pa.”
Four Seasons Logging, LLC v. Dept. of L&I, Office of UC Tax Services (2024) pacommwct “” See 15 Pa.C.S. § 331(a)(1). 7 between the entities’ names and the Knechts’ roles in both entities.”
— 15 Pa. Cons. Stat. § 331(a)(1) — 2 cases
In Re: Merger of: Univ. Vol. Fire Dept. into Pt. Breeze Vol. Fire Assoc. ~ Appeal of: Penn 7 Vol. Fire Dept. & N. Bessem (2020) pacommwct “15 Pa. C.S. § 331(a)(1). Most relevant to this matter, Section 314 of the Entity Transaction Law, 15 Pa.”
Four Seasons Logging, LLC v. Dept. of L&I, Office of UC Tax Services (2024) pacommwct “” See 15 Pa.C.S. § 331(a)(1). 7 between the entities’ names and the Knechts’ roles in both entities.”
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