Pennsylvania Act 1992-169 — GAA AMENDMENTS ACT OF 1992

Act text

GAA AMENDMENTS ACT OF 1992
                 Act of Dec. 18, 1992, P.L. 1333, No. 169             Cl. 15
                             Session of 1992
                               No. 1992-169

     SB 1083

                                  AN ACT

     Amending Titles 1 (General Provisions), 15 (Corporations and
        Unincorporated Associations) and 54 (Names) of the
        Pennsylvania Consolidated Statutes, relating to associations;
        making revisions, corrections and additions; and making
        repeals.

        The General Assembly of the Commonwealth of Pennsylvania
     hereby enacts as follows:

     Section 1.  Short title.
        This act shall be known and may be cited as the GAA
     Amendments Act of 1992.
     Section 2.  Amendment of Title 1.
        The introductory paragraph and the definition of "person" in
     section 1991 of Title 1 of the Pennsylvania Consolidated
     Statutes are amended to read:
      § 1991.  Definitions.
        The following words and phrases, when used in any statute
     finally enacted on or after September 1, 1937, unless the
     context clearly indicates otherwise, shall have the meanings
     [ascribed] given to them in this section:
        * * *
        "Person."  Includes a corporation, partnership, [and
     association, as well as a] business trust, other association,
     government entity (other than the Commonwealth), estate, trust,
     foundation or natural person.
        * * *
     Section 4.  Amendment of Title 54.
        As much of Title 54 as is hereinafter set forth is amended to
     read:
      § 321.  Decennial filings required.
        * * *
        (b)  Requirement satisfied by other filings.--Subsection (a)
     shall not apply to a registrant which during the preceding ten
     years has made any filing with the department under this chapter
     other than a report required by subsection (a).
        * * *
      § 502.  Certain additions to register.
        (a)  [Corporations.--] Corporation names.--
            (1)  A domestic corporation not-for-profit incorporated
        prior to May 16, 1923 may register its name with the
        department under this chapter by effecting the filing
        specified in 15 Pa.C.S. § 5311 (relating to filing of
        certificate of summary of record by certain corporations).
            (2)  Any person who is not eligible to make a filing
        under 15 Pa.C.S. § 4131 (relating to registration of name) or
        6131 (relating to registration of name) may register a
        corporation name with the department by filing an application
        for registration of name, executed by the person, which shall
        set forth:
                (i)  The name of the corporation.
                (ii)  The address, including street and number, if
            any, of the person who executed the application.
        * * *
        (d)  Annual renewal.--A person who has in effect a
     registration of a corporate name may renew the registration from
     year to year by annually filing an application for renewal
     setting forth the facts required to be set forth in an original
     application for registration. A renewal application may be filed
     between October 1 and December 31 in each year and shall extend
     the registration for the following calendar year.
        [(d)] (e)  Cross reference.--See 15 Pa.C.S. § 134 (relating
     to docketing statement).
      § 503.  Decennial filings required.
        * * *
        (b)  Exceptions.--Subsection (a) shall not apply to:
            (1)  a corporation or other association which during the
        preceding ten years has made any filing in the department, a
        permanent record of which is retained by the department,
        other than a report required by subsection (a); or
            (2)  a corporation whose name is registered pursuant to
        section 501(a)(4) (relating to register established).
        * * *
      § 1314.  Decennial filings required.
        * * *
        (b)  Requirement satisfied by other filings.--Subsection (a)
     shall not apply to a registrant which during the preceding ten
     years has made any filing with the department under this chapter
     other than a report required by subsection (a).
        * * *
      § 1515.  Decennial filings required.
        * * *
        (b)  Requirement satisfied by other filings.--Subsection (a)
     shall not apply to a registrant which during the preceding ten
     years has made any filing with the department under this chapter
     other than a report required by subsection (a).
        * * *
     Section 5.  Repeals.
        The following acts and parts of acts are repealed:
        Act of May 3, 1855 (P.L.423, No.448), entitled "An act
     relating to corporations."
        Act of May 24, 1921 (P.L.1071, No.394), entitled "An act
     requiring banks, banking corporations, copartnerships, or
     associations, cooperative banking associations, trust, safe
     deposit, real estate, mortgage, title insurance, guaranty,
     surety, and indemnity companies, savings institutions, savings
     banks, provident institutions, building and loan associations,
     lodges and societies, to file of record names of persons
     authorized to make entries on records of mortgages; imposing
     certain duties on recorders of deeds; and declaring certain
     entries void."
        Act of April 18, 1935 (P.L.43, No.21), entitled "An act to
     permit certain cooperative associations to give chattel
     mortgages, on rotating stocks of goods or inventories, to secure
     loans from banks for cooperatives, organized under the Farm
     Credit Act of one thousand nine hundred thirty-three, or from
     Federal intermediate credit banks, organized under the
     Agricultural Credits Act of one thousand nine hundred twenty-
     three."
        Act of July 17, 1935 (P.L.1139, No.364), entitled "An act
     relating to the recording of certificates of incorporation of
     domestic corporations, incorporated prior to July third, one
     thousand nine hundred and thirty-three; validating acts done,
     and transfers and conveyances made to or by corporations before
     the recording of their certificates, or of certified copies
     thereof; permitting the recording of such certificates or copies
     thereof; and making certified copies of the record of certified
     copies of certificates competent evidence for all purposes."
        Act of May 18, 1937 (P.L.704, No.181), known as the Limited
     Dividend Housing Company Law.
        Section 1412 of the act of November 30, 1965 (P.L.847,
     No.356), known as the Banking Code of 1965.
        Section 512 of the act of December 14, 1967 (P.L.746,
     No.345), known as the Savings Association Code of 1967.
        Section 106 of the act of December 21, 1988 (P.L.1444,
     No.177), known as the General Association Act of 1988.
        Section 403 of the act of December 19, 1990 (P.L.834,
     No.198), known as the GAA Amendments Act of 1990.
        15 Pa.C.S. §§ 1952(e) (relating to restrictions on certain
     distributions), 1998 ( relating to liability of shareholders)
     and 5998 (relating to liability of members).
     Section 6.  Suspension.
        15 Pa.C.S. § 8103 (relating to continuation of certain
     limited partnerships) is suspended retroactive to December 19,
     1990. The suspension of that section shall continue until such
     time, if any, as the Governor publishes a proclamation in the
     Pennsylvania Bulletin stating that the Governor has found that
     the Internal Revenue Service has published a revenue ruling to
     the effect that a provision of State law, a certificate of
     limited partnership or a partnership agreement that permits not
     less than a majority in interest of the partners of a limited
     partnership to elect to continue the business of the partnership
     or to appoint one or more replacement general partners following
     an event of withdrawal by a sole remaining general partner will
     not cause the partnership to have the characteristic of
     continuity of life. The Governor shall issue such proclamation
     upon being furnished with a copy of a ruling by the Internal
     Revenue Service to that, or similar, effect. The proclamation
     shall also state the suspension of 15 Pa.C.S. § 8103 shall be
     lifted, and that the section shall be deemed effective, as of
     the date of publication of the proclamation.
     Section 7.  Retroactivity.
        (a)  The amendment of 15 Pa.C.S. § 136 (relating to
     processing of documents by Department of State) shall be
     retroactive to December 19, 1990.
        (b)  The amendment of the definition of "distribution" in 15
     Pa.C.S. § 1103 (relating to definitions) and 15 Pa.C.S. §
     1504(d) (relating to amendment of voting provisions) shall be
     retroactive to October 1, 1989.
     Section 8.  Effective date.
        This act shall take effect in 60 days.

     APPROVED--The 18th day of December, A. D. 1992.

     ROBERT P. CASEY