S. L. Winegrad, Chief,
AGO 90
Opinion NO. 90
Pennsylvania Attorney General Opinions
Opinion Of The Attorney General
August 23, 1933
Business corporation—Public service company—'Certificates of authority and articles of incorporation.
Existing corporation laws of this Commonwealth do not permit the formation of a domestic business corporation or the admission of a foreign business corporation with authority to transact the business of a public service company, and, conversely, a domestic public service company may not be formed, or a foreign public service company may not be registered for any purpose applicable only to business corporations. Therefore, the Department of State should not accept any papers which do not reflect this distinction.
S. L. Winegrad, Chief, Corporation Bureau, Department of State Harrisburg, Pennsylvania.
Sir: You state that applications for certificates of authority and articles of incorporation have been presented to your department, containing purpose clauses which would authorize a corporation to engage in a business permissible by the laws of this Commonwealth for both public service companies and business corporations.
You inquire whether your department should treat such corporations as public service companies or as business corporations.
Your inquiry is undoubtedly prompted by the enactment of the Business Corporation Law, which became effective July 3, 1933, and which completely revised and codified the laws of the Commonwealth relating to the formation, regulation and dissolution of all corporations for profit, except cooperative associations, public service companies, banks, trust companies, building and loan associations and insurance companies (see Section 4). Among other things, a new method was prescribed for the incorporation of domestic business corporations (Article II), and for the registration of foreign business corporations desiring to do business in the Commonwealth (Article X). No change whatsoever was made in existing laws relating to the incorporation, regulation and dissolution of domestic public service companies or the registration of foreign public service companies. All prior laws relating to corporations for profit were repealed in so far as they related to business corporations (Section 1202).
Accordingly, the existing legislative pattern of our corporation laws makes a clear distinction between business...
