139 - Tax clearance of certain fundamental transactions.
§ 139. Tax clearance of certain fundamental transactions. (a) General rule.--Except as provided in subsection (c), a domestic association shall not file articles or a certificate of merger or consolidation effecting a merger or consolidation into a nonqualified foreign association or articles or a certificate of dissolution or a statement of revival, a qualified foreign association shall not file an application for termination of authority or similar document in the Department of State and a domestic association shall not file articles or a certificate of division dividing solely into nonqualified foreign associations unless the articles, certificate, application or other document are accompanied by clearance certificates from the Department of Revenue and the Office of Employment Security of the Department of Labor and Industry, evidencing the payment by the association of all taxes and charges due the Commonwealth required by law. (b) Tax clearance in judicial proceedings.--Until the clearance certificates described in subsection (a) have been filed with the court: (1) The court shall not order the dissolution of a domestic business corporation, nonprofit corporation or business trust. (2) The court shall not approve a final distribution of the assets of a domestic general partnership, limited partnership, electing partnership or limited liability company if the court is supervising the winding up of the association. (c) Alternative provisions.--If clearance certificates are filed with the court as required under subsection (b), it shall not be necessary to file the clearance certificates with the Department of State. (Dec. 7, 1994, P.L.703, No.106, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days) Cross References. Section 139 is referred to in sections 135, 1104, 1341, 1927, 1955, 1977, 1980, 1989, 4129, 5104, 5341, 5927, 5955, 5977, 5989, 6129, 8359, 8513, 8547, 8571, 8573, 8579, 8586, 8958, 8964, 8973, 8975, 8978 of this title; section 1305 of Title 17 (Credit Unions).