6127 - Merger, consolidation or division of qualified foreign corporations.
§ 6127. Merger, consolidation or division of qualified foreign corporations. (a) General rule.--Whenever a qualified foreign nonprofit corporation is a nonsurviving party to a statutory merger, consolidation or division permitted by the laws of the jurisdiction under which it is incorporated, the corporation surviving the merger, or the new corporation resulting from the consolidation or division, as the case may be, shall file in the Department of State a statement of merger, consolidation or division, which shall be executed by the surviving or new corporation and shall set forth: (1) The name of each nonsurviving qualified foreign nonprofit corporation. (2) The name of the jurisdictions under the laws of which each nonsurviving qualified foreign nonprofit corporation was incorporated. (3) The date on which each nonsurviving qualified foreign nonprofit corporation received a certificate of authority to do business in this Commonwealth. (4) A statement that the corporate existence of each nonsurviving qualified foreign nonprofit corporation has been terminated by merger, consolidation or division, as the case may be. (5) In the case of a consolidation or division or if the surviving corporation was a nonqualified foreign nonprofit corporation prior to the merger, the statements on the part of the surviving or new corporation required by section 6124(a) (relating to application for a certificate of authority). (b) Effect of filing.--The filing of the statement shall operate, as of the effective date of the merger, consolidation or division, to cancel the certificate of authority of each nonsurviving constituent corporation that was a qualified foreign nonprofit corporation and to qualify the surviving or new corporation under this subchapter. If the surviving or new corporation does not desire to continue as a qualified foreign nonprofit corporation, it may thereafter withdraw in the manner provided by section 6129 (relating to application for termination of authority). (c) Surviving qualified foreign corporations.--It shall not be necessary for a surviving corporation that was a qualified foreign nonprofit corporation to effect any filing under this subchapter with respect to a merger or division or to procure an amended certificate of authority to do business in this Commonwealth unless the name of such corporation is changed by the merger or division. (d) Cross reference.--See section 134 (relating to docketing statement). (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment. Act 198 reenacted and amended the entire section.