15 Pa.C.S. § 4102 Foreign Domiciliary Corporations

• Library: Pennsylvania Statutes
• Edition: 2023
• Currency: Current through P.A. Acts 23-35
• Year: 2023
• Citation: 15 Pa.C.S. § 4102

(a) General rule.--Except as provided in subsection (b), a foreign business corporation is a foreign domiciliary corporation if it has as record holders of its shares persons having addresses in this Commonwealth who in the aggregate hold shares:

(1) representing 60% or more in interest of its outstanding shares whether or not entitled to vote; or

(2) entitled to cast at least 60% of the votes that all holders of outstanding shares are entitled to cast in an election of directors.

(b) Registered corporation exclusions.--None of the following is a foreign domiciliary corporation for the purposes of this subpart:

(1) Foreign corporation with registered securities.--A foreign business corporation that, if a domestic business corporation, would be a registered corporation.

(2) Subsidiary of registered corporation.--A foreign business corporation all of the shares of which are owned, directly or indirectly, by one or more registered corporations or corporations described in paragraph (1).

(c) Determination of outstanding shares.--For the purposes of subsection (a):

(1) Except as provided in paragraphs (2) and (3), any securities held to the knowledge of the corporation in the names of broker-dealers or nominees for broker-dealers shall not be considered outstanding.

(2) Persons who are identified as owners of shares pursuant to procedures equivalent to section 1763(c) (relating to certification by nominee) shall be deemed record holders of the shares owned.