4161 - Domestication.
SUBCHAPTER D DOMESTICATION Sec. 4161. Domestication. 4162. Effect of domestication. § 4161. Domestication. (a) General rule.--Any qualified foreign business corporation may become a domestic business corporation by filing in the Department of State articles of domestication. The articles of domestication, upon being filed in the department, shall constitute the articles of the domesticated foreign corporation, and it shall thereafter continue as a corporation which shall be a domestic business corporation subject to this subpart. (b) Articles of domestication.--The articles of domestication shall be executed by the corporation and shall set forth in the English language: (1) The name of the corporation. If the name is in a foreign language, it shall be set forth in Roman letters or characters or Arabic or Roman numerals. If the name is one that is rendered unavailable by any provision of section 1303(b) or (c) (relating to corporate name), the corporation shall adopt, in accordance with any procedures for changing the name of the corporation that are applicable prior to the domestication of the corporation, and shall set forth in the articles of domestication an available name. (2) Subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office in this Commonwealth. (3) A statement that upon domestication the corporation will be subject to the domestic corporation provisions of the Business Corporation Law of 1988 and, if desired, a brief statement of the purpose or purposes for which it is to be domesticated which shall be a purpose or purposes for which a domestic business corporation may be incorporated under Article B (relating to domestic business corporations generally) and which may consist of or include a statement that the corporation shall have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law of 1988. (4) The term for which upon domestication it is to exist, if not perpetual. (5) Any desired provisions relating to the manner and basis of reclassifying the shares of the corporation. (6) A statement that the filing of articles of domestication and, if desired, the renunciation of the original charter or articles of the corporation has been authorized (unless its charter or other organic documents require a greater vote) by a majority 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. (7) Any provisions desired providing special treatment of shares held by any shareholder or group of shareholders if the laws of the jurisdiction under which the corporation was incorporated prior to its domestication permit such special treatment. (8) Any other provisions authorized by Article B to be set forth in the original articles. (c) 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.; June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (b)(1) and (c). 1990 Amendment. Act 198 amended subsec. (b)(6). Cross References. Section 4161 is referred to in sections 161, 162, 1980 of this title.