162 - Contingent domestication of certain alien associations.
§ 162. Contingent domestication of certain alien associations. (a) General rule.--Any association as defined in subsection (i) may become a contingent domestic association by filing in the Department of State a statement of contingent domestication. The statement of contingent domestication and all papers and information relating thereto shall remain confidential and shall not be available for public inspection until and unless the association files a statement of consummation of domestication as provided in subsection (c). (b) Statement of contingent domestication.--The statement of contingent domestication shall be executed by the association and shall set forth in the English language: (1) In the case of: (i) a corporation subject to section 4161 (relating to domestication), the statements required to be set forth in articles of domestication (except the statement required by section 4161(b)(6)); (ii) a corporation subject to section 6161 (relating to domestication), the statements required to be set forth in articles of domestication (except the statement required by section 6161(b)(6)); (iii) a limited partnership subject to section 8590 (relating to domestication), the statements required to be set forth in a certificate of domestication (except the statement required by section 8590(b)(5)); (iv) a limited liability company subject to section 8982 (relating to domestication), the statements required to be set forth in a certificate of domestication (except the statement required by section 8982(b)(5));or (v) any other association, the statements required by section 161(b) (relating to statement of domestication) to be set forth in a statement of domestication (except the statement required by section 161(b)(5)). (2) A statement that the effectiveness of the statement is contingent upon the subsequent filing of a statement of consummation of domestication. (3) A statement that the filing of the statement of contingent domestication and the delegation of authority to file a statement of consummation of domestication has been authorized (unless its charter or other organic documents require a greater vote): (i) by a majority vote of the votes cast by all shareholders entitled to vote thereon and, if any class of shares is entitled to vote thereon as a class, a majority of the votes cast in each class vote, in the case of a corporation subject to section 4161; (ii) by a majority vote of the votes cast by all members, if any, entitled to vote thereon and, if any class of members is entitled to vote thereon as a class, a majority of the votes cast in each class vote, in the case of a corporation subject to section 6161; (iii) by a majority vote of the votes cast by all partners entitled to vote thereon and, if any class of partners is entitled to vote thereon as a class, a majority of the votes cast in each class vote, in the case of a limited partnership subject to section 8590; (iv) by a majority vote of the votes cast by all members entitled to vote thereon and, if any class of members is entitled to vote thereon as a class, a majority of the votes cast in each class vote, in the case of a limited liability company subject to section 8982; or (v) by a majority in interest of the shareholders, members or other proprietors of the association in any other case. (c) Statement of consummation of domestication.--At any time after the filing of a statement of contingent domestication, the association may file in the department a statement of consummation of domestication which shall be executed by the association and shall set forth: (1) The name of the association as set forth in its statement of contingent domestication. (2) A statement that either: (i) an emergency condition exists in the jurisdiction the law of which governs the internal affairs of the association and that in the judgment of the management of the association a temporary transfer of the domicile of the association to this Commonwealth is warranted by the circumstances; or (ii) an event has occurred that, under the law of the jurisdiction governing the internal affairs of the association, permits the association to transfer its domicile. (d) Statement of termination of domestication.--At any time after the filing of a statement of consummation of domestication, the association may file in the department a statement of termination of domestication which shall be executed by the association and shall set forth: (1) The name of the association in the form set forth in the prior filings under this section. (2) If a statement of consummation of domestication has theretofore been filed and is then in effect, a statement that the association elects to terminate its domicile in this Commonwealth. (3) A statement that either: (i) the statement of contingent domestication is reinstated pending the filing in the department of a new statement of consummation of domestication; or (ii) the statement of contingent domestication is withdrawn. (e) Execution of filings.--All documents filed under this section shall be signed on behalf of the association by any authorized person. (f) Effect of filing statement of consummation of domestication.--Upon the filing of a statement of consummation of domestication, and until the filing of a statement of termination of domestication, the association shall have the status under the law of this Commonwealth of: (1) a business corporation domesticated under section 4161, in the case of a corporation subject to that section; (2) a nonprofit corporation domesticated under section 6161, in the case of a corporation subject to that section; (3) a limited partnership domesticated under section 8590, in the case of a limited partnership subject to that section; (4) a limited liability company domesticated under section 8982, in the case of a limited liability company subject to that section; or (5) an association domesticated under section 161, in any other case. (g) Effect of filing a statement of termination of domestication.--Upon the filing of a statement of termination of domestication, the association shall under the law of this Commonwealth revert to the status it held prior to the filing of: (1) the statement of consummation of domestication, if the statement of termination of domestication states that the statement of contingent domestication is reinstated; or (2) the statement of contingent domestication, if the statement of termination of domestication states that the statement of contingent domestication is withdrawn. (h) Annual renewal.--A renewal application may be filed between October 1 and December 31 in each year and shall extend the applicability of this section for the following calendar year. Otherwise the association shall not be entitled to any of the benefits of this section. See section 153(a)(14) (relating to contingent domestication). (i) Definition.--As used in this section, the term "association" includes any incorporated organization, private law corporation (whether or not organized for business purposes), public law corporation, partnership, proprietorship, joint venture, foundation, trust, association or similar organization or entity if such association or entity immediately prior to effecting an initial filing under this section is an association or entity governed by the law of any jurisdiction other than the United States or any state, Puerto Rico or any possession or territory of the United States. (j) Cross references.--See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; Dec. 7, 1994, P.L.703, No.106, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (c)(1) and (j). 1994 Amendment. Act 106 amended subsecs. (b) and (f). 1992 Amendment. Act 169 amended the section heading. 1990 Amendment. Act 198 renumbered section 152 to section 162 and amended subsecs. (a), (b), (c), (d), (e), (f), (g) and (h). Reference in Text. Section 153(a)(14), referred to in subsec. (b), is repealed. Cross References. Section 162 is referred to in sections 1104, 5104 of this title.