Articles/certificate Of Division - Bureau Of Corporations And Charitable Organizations - Pennsylvania Department Of State Page 5

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corporation/limited partnership/limited liability company and if none of the new corporations/limited partnerships/limited
liability companies resulting from the division will be either a domestic business/nonprofit corporation/limited
DSCB:15-1954/5954
partnership/limited liability company or a qualified foreign business/nonprofit corporation/limited partnership/limited liability
company there must be submitted with this form tax clearance certificates from the Department of Revenue and the Bureau of
Employment Security of the Department of Labor and Industry with respect to each domestic business/nonprofit
corporation/limited partnership/limited liability company and qualified foreign business/nonprofit corporation/limited
partnership/limited liability company evidencing payment of all taxes and charges payable to the Commonwealth.
H. If the name of a commercial registered office provider is used in Paragraph 6 it must be preceded by a "c/o
109 (relating to name of commercial registered office provider in lieu of registered address).
I. The effective date in Paragraph 7 may not be prior to the filing date, but the plan of division may state a prior effective date "for
accounting purposes only."
J. Business Corporation Only: If the dividing corporation is a foreign business corporation the following statement should be
substituted in Paragraph 8: "The plan was authorized, adopted or approved, as the case may be, by the dividing foreign business
corporation in accordance with the laws of the jurisdiction in which it is incorporated."
K. Business Corporation Only: If the second option in Paragraph 9 is checked, the named resulting corporation is required by 15
, on
request and without cost, to any shareholder of any corporation that was a party to the plan and, unless all parties are closely-held
L. Nonprofit Corporation Only: If the action was authorized by a body other than the board of directors or the members Paragraph 8
should be modified accordingly. If the dividing corporation is a foreign nonprofit corporation the following statement should be
substituted in Paragraph 8: "The plan was authorized, adopted or approved, as the case may be, by the dividing foreign nonprofit
corporation in accordance with the laws of the jurisdiction in which it is incorporated."
M. Nonprofit Corporation Only: If the second option in Paragraph 9 is checked, the named resulting corporation is required by 15
Pa.C.S. § 5901(relating to omission of certain provisions from filed plans) to furnish a copy of the full text of the plan, on
request and without cost, to any person.
N. Limited Partnership/Limited Liability Company: If the dividing limited partnership/limited liability company is a foreign limited
partnership/limited liability company the following statement should be substituted in Paragraph 8: “The plan was authorized,
adopted or approved, as the case may be, by the dividing foreign limited partnership/limited liability company in accordance with
the laws of the jurisdiction in which it is organized.
O. This form and all accompanying documents shall be mailed to the address stated above.

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