§ 8965. Effect of division.(a) Multiple resulting companies.--Upon the division becoming effective, the dividing company shall be subdivided into the distinct and independent resulting companies named in the plan of division, and, if the dividing company is not to survive the division, the existence of the dividing company shall cease. The resulting companies, if they are domestic limited liability companies, shall not thereby acquire authority to engage in any business or exercise any right that a company may not be organized under this chapter to engage in or exercise. Any resulting foreign limited liability company that is stated in the certificate of division to be a qualified foreign limited liability company shall be a qualified foreign limited liability company under Subchapter J (relating to foreign companies), and the certificate of division shall be deemed to be the application for registration of a foreign limited liability company of the limited liability company. (b) Property rights; allocations of assets and liabilities.-- (1) (i) All the property, real, personal and mixed, of the dividing company and all debts due on whatever account to it, including subscriptions for membership interests and other causes of action belonging to it, shall, except as otherwise provided in paragraph (2), to the extent allocations of assets are contemplated by the plan of division, be deemed without further action to be allocated to and vested in the resulting companies on such a manner and basis and with such effect as is specified in the plan, or per capita among the resulting companies as tenants in common if no specification is made in the plan, and the title to any real estate or interest therein vested in any of the companies shall not revert or be in any way impaired by reason of the division. (ii) Upon the division becoming effective, the resulting companies shall each thenceforth be responsible as separate and distinct companies only for such liabilities as each company may undertake or incur in its own name but shall be liable for the liabilities of the dividing company in the manner and on the basis provided in subparagraphs (iv) and (v). (iii) Liens upon the property of the dividing company shall not be impaired by the division. (iv) To the extent allocations of liabilities are contemplated by the plan of division, the liabilities of the dividing company shall be deemed without further action to be allocated to and become the liabilities of the resulting companies on such a manner and basis and with such effect as is specified in the plan; and one or more, but less than all, of the resulting companies shall be free of the liabilities of the dividing company to the extent, if any, specified in the plan if in either case: (A) no fraud on members or violation of law shall be effected thereby; and (B) the plan does not constitute a fraudulent transfer under 12 Pa.C.S. Ch. 51 (relating to fraudulent transfers). (v) If the conditions in subparagraph (iv) for freeing one or more of the resulting companies from the liabilities of the dividing company, or for allocating some or all of the liabilities of the dividing company, are not satisfied, the liabilities of the dividing company as to which those conditions are not satisfied shall not be affected by the division nor shall the rights of creditors thereunder or of any person dealing with the company be impaired by the division, and any claim existing or action or proceeding pending by or against the company with respect to those liabilities may be prosecuted to judgment as if the division had not taken place, or the resulting companies may be proceeded against or substituted in place of the dividing company as joint and several obligors on those liabilities, regardless of any provision of the plan of division apportioning the liabilities of the dividing company. (vi) The conditions in subparagraph (iv) for freeing one or more of the resulting companies from the liabilities of the dividing company and for allocating some or all of the liabilities of the dividing company shall be conclusively deemed to have been satisfied if the plan of division has been approved by the Pennsylvania Public Utility Commission in a final order issued after August 21, 2001, that has become not subject to further appeal. (2) (i) The allocation of any fee or freehold interest or leasehold having a remaining term of 30 years or more in any tract or parcel of real property situate in this Commonwealth owned by a dividing company (including property owned by a foreign limited liability company dividing solely under the law of another jurisdiction) to a new company resulting from the division shall not be effective until one of the following documents is filed in the office for the recording of deeds of the county, or each of them, in which the tract or parcel is situated: (A) A deed, lease or other instrument of confirmation describing the tract or parcel. (B) A duly executed duplicate original copy of the certificate of division. (C) A copy of the certificate of division certified by the Department of State. (D) A declaration of acquisition setting forth the value of real estate holdings in such county of the company as an acquired company. (ii) The provisions of 75 Pa.C.S. § 1114 (relating to transfer of vehicle by operation of law) shall not be applicable to an allocation of ownership of any motor vehicle, trailer or semitrailer to a new company under this section or under a similar law of any other jurisdiction but any such allocation shall be effective only upon compliance with the requirements of 75 Pa.C.S. § 1116 (relating to issuance of new certificate following transfer). (3) It shall not be necessary for a plan of division to list each individual asset or liability of the dividing company to be allocated to a new company so long as those assets and liabilities are described in a reasonable and customary manner. (4) Each new company shall hold any assets and liabilities allocated to it as the successor to the dividing company, and those assets and liabilities shall not be deemed to have been assigned to the new company in any manner, whether directly or indirectly or by operation of law. (c) Taxes.--Any taxes, interest, penalties and public accounts of the Commonwealth claimed against the dividing company that are settled, assessed or determined prior to or after the division shall be the liability of any of the resulting companies and, together with interest thereon, shall be a lien against the franchises and property, both real and personal, of all the companies. Upon the application of the dividing company, the Department of Revenue, with the concurrence of the Office of Employment Security of the Department of Labor and Industry, shall release one or more, but less than all, of the resulting companies from liability and liens for all taxes, interest, penalties and public accounts of the dividing company due the Commonwealth for periods prior to the effective date of the division if those departments are satisfied that the public revenues will be adequately secured. (d) Certificate of organization of surviving company.--The certificate of organization of the surviving company, if there be one, shall be deemed to be amended to the extent, if any, that changes in its certificate are stated in the plan of division. (e) Certificates of organization of new companies.--The statements that are set forth in the plan of division with respect to each new domestic limited liability company and that are required or permitted to be set forth in a restated certificate of organization of companies organized under this chapter or the certificate of organization of each new company set forth therein shall be deemed to be the certificate of organization of each new company. (f) Managers.--Unless otherwise provided in the plan, the managers, if any, of the dividing limited liability company shall be the initial managers of each of the resulting companies. (g) Disposition of membership interests.--Unless otherwise provided in the plan, the membership interests and other securities or obligations, if any, of each new company resulting from the division shall be distributable to: (1) the surviving company if the dividing company survives the division; or (2) the members of the dividing company in the proportions in which the members share in distributions, in any other case. (h) Conflict of laws.--It is the intent of the General Assembly that: (1) The effect of a division of a domestic limited liability company shall be governed by the laws of this Commonwealth and any other jurisdiction under the laws of which any of the resulting companies is organized. (2) The effect of a division on the assets and liabilities of the dividing company shall be governed solely by the laws of this Commonwealth and any other jurisdiction under the laws of which any of the resulting companies is organized. (3) The validity of any allocation of assets or liabilities by a plan of division of a domestic limited liability company, regardless of whether or not any of the new companies is a foreign limited liability company, shall be governed solely by the laws of this Commonwealth. (4) In addition to the express provisions of this subsection, this subchapter shall otherwise generally be granted the protection of full faith and credit under the Constitution of the United States. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (b) and (c) and added subsec. (h).
§ 8965. Effect of division.(a) Multiple resulting companies.--Upon the division becoming effective, the dividing company shall be subdivided into the distinct and independent resulting companies named in the plan of division, and, if the dividing company is not to survive the division, the existence of the dividing company shall cease. The resulting companies, if they are domestic limited liability companies, shall not thereby acquire authority to engage in any business or exercise any right that a company may not be organized under this chapter to engage in or exercise. Any resulting foreign limited liability company that is stated in the certificate of division to be a qualified foreign limited liability company shall be a qualified foreign limited liability company under Subchapter J (relating to foreign companies), and the certificate of division shall be deemed to be the application for registration of a foreign limited liability company of the limited liability company. (b) Property rights; allocations of assets and liabilities.-- (1) (i) All the property, real, personal and mixed, of the dividing company and all debts due on whatever account to it, including subscriptions for membership interests and other causes of action belonging to it, shall, except as otherwise provided in paragraph (2), to the extent allocations of assets are contemplated by the plan of division, be deemed without further action to be allocated to and vested in the resulting companies on such a manner and basis and with such effect as is specified in the plan, or per capita among the resulting companies as tenants in common if no specification is made in the plan, and the title to any real estate or interest therein vested in any of the companies shall not revert or be in any way impaired by reason of the division. (ii) Upon the division becoming effective, the resulting companies shall each thenceforth be responsible as separate and distinct companies only for such liabilities as each company may undertake or incur in its own name but shall be liable for the liabilities of the dividing company in the manner and on the basis provided in subparagraphs (iv) and (v). (iii) Liens upon the property of the dividing company shall not be impaired by the division. (iv) To the extent allocations of liabilities are contemplated by the plan of division, the liabilities of the dividing company shall be deemed without further action to be allocated to and become the liabilities of the resulting companies on such a manner and basis and with such effect as is specified in the plan; and one or more, but less than all, of the resulting companies shall be free of the liabilities of the dividing company to the extent, if any, specified in the plan if in either case: (A) no fraud on members or violation of law shall be effected thereby; and (B) the plan does not constitute a fraudulent transfer under 12 Pa.C.S. Ch. 51 (relating to fraudulent transfers). (v) If the conditions in subparagraph (iv) for freeing one or more of the resulting companies from the liabilities of the dividing company, or for allocating some or all of the liabilities of the dividing company, are not satisfied, the liabilities of the dividing company as to which those conditions are not satisfied shall not be affected by the division nor shall the rights of creditors thereunder or of any person dealing with the company be impaired by the division, and any claim existing or action or proceeding pending by or against the company with respect to those liabilities may be prosecuted to judgment as if the division had not taken place, or the resulting companies may be proceeded against or substituted in place of the dividing company as joint and several obligors on those liabilities, regardless of any provision of the plan of division apportioning the liabilities of the dividing company. (vi) The conditions in subparagraph (iv) for freeing one or more of the resulting companies from the liabilities of the dividing company and for allocating some or all of the liabilities of the dividing company shall be conclusively deemed to have been satisfied if the plan of division has been approved by the Pennsylvania Public Utility Commission in a final order issued after August 21, 2001, that has become not subject to further appeal. (2) (i) The allocation of any fee or freehold interest or leasehold having a remaining term of 30 years or more in any tract or parcel of real property situate in this Commonwealth owned by a dividing company (including property owned by a foreign limited liability company dividing solely under the law of another jurisdiction) to a new company resulting from the division shall not be effective until one of the following documents is filed in the office for the recording of deeds of the county, or each of them, in which the tract or parcel is situated: (A) A deed, lease or other instrument of confirmation describing the tract or parcel. (B) A duly executed duplicate original copy of the certificate of division. (C) A copy of the certificate of division certified by the Department of State. (D) A declaration of acquisition setting forth the value of real estate holdings in such county of the company as an acquired company. (ii) The provisions of 75 Pa.C.S. § 1114 (relating to transfer of vehicle by operation of law) shall not be applicable to an allocation of ownership of any motor vehicle, trailer or semitrailer to a new company under this section or under a similar law of any other jurisdiction but any such allocation shall be effective only upon compliance with the requirements of 75 Pa.C.S. § 1116 (relating to issuance of new certificate following transfer). (3) It shall not be necessary for a plan of division to list each individual asset or liability of the dividing company to be allocated to a new company so long as those assets and liabilities are described in a reasonable and customary manner. (4) Each new company shall hold any assets and liabilities allocated to it as the successor to the dividing company, and those assets and liabilities shall not be deemed to have been assigned to the new company in any manner, whether directly or indirectly or by operation of law. (c) Taxes.--Any taxes, interest, penalties and public accounts of the Commonwealth claimed against the dividing company that are settled, assessed or determined prior to or after the division shall be the liability of any of the resulting companies and, together with interest thereon, shall be a lien against the franchises and property, both real and personal, of all the companies. Upon the application of the dividing company, the Department of Revenue, with the concurrence of the Office of Employment Security of the Department of Labor and Industry, shall release one or more, but less than all, of the resulting companies from liability and liens for all taxes, interest, penalties and public accounts of the dividing company due the Commonwealth for periods prior to the effective date of the division if those departments are satisfied that the public revenues will be adequately secured. (d) Certificate of organization of surviving company.--The certificate of organization of the surviving company, if there be one, shall be deemed to be amended to the extent, if any, that changes in its certificate are stated in the plan of division. (e) Certificates of organization of new companies.--The statements that are set forth in the plan of division with respect to each new domestic limited liability company and that are required or permitted to be set forth in a restated certificate of organization of companies organized under this chapter or the certificate of organization of each new company set forth therein shall be deemed to be the certificate of organization of each new company. (f) Managers.--Unless otherwise provided in the plan, the managers, if any, of the dividing limited liability company shall be the initial managers of each of the resulting companies. (g) Disposition of membership interests.--Unless otherwise provided in the plan, the membership interests and other securities or obligations, if any, of each new company resulting from the division shall be distributable to: (1) the surviving company if the dividing company survives the division; or (2) the members of the dividing company in the proportions in which the members share in distributions, in any other case. (h) Conflict of laws.--It is the intent of the General Assembly that: (1) The effect of a division of a domestic limited liability company shall be governed by the laws of this Commonwealth and any other jurisdiction under the laws of which any of the resulting companies is organized. (2) The effect of a division on the assets and liabilities of the dividing company shall be governed solely by the laws of this Commonwealth and any other jurisdiction under the laws of which any of the resulting companies is organized. (3) The validity of any allocation of assets or liabilities by a plan of division of a domestic limited liability company, regardless of whether or not any of the new companies is a foreign limited liability company, shall be governed solely by the laws of this Commonwealth. (4) In addition to the express provisions of this subsection, this subchapter shall otherwise generally be granted the protection of full faith and credit under the Constitution of the United States. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (b) and (c) and added subsec. (h).
§ 8965. Effect of division.(a) Multiple resulting companies.--Upon the division becoming effective, the dividing company shall be subdivided into the distinct and independent resulting companies named in the plan of division, and, if the dividing company is not to survive the division, the existence of the dividing company shall cease. The resulting companies, if they are domestic limited liability companies, shall not thereby acquire authority to engage in any business or exercise any right that a company may not be organized under this chapter to engage in or exercise. Any resulting foreign limited liability company that is stated in the certificate of division to be a qualified foreign limited liability company shall be a qualified foreign limited liability company under Subchapter J (relating to foreign companies), and the certificate of division shall be deemed to be the application for registration of a foreign limited liability company of the limited liability company. (b) Property rights; allocations of assets and liabilities.-- (1) (i) All the property, real, personal and mixed, of the dividing company and all debts due on whatever account to it, including subscriptions for membership interests and other causes of action belonging to it, shall, except as otherwise provided in paragraph (2), to the extent allocations of assets are contemplated by the plan of division, be deemed without further action to be allocated to and vested in the resulting companies on such a manner and basis and with such effect as is specified in the plan, or per capita among the resulting companies as tenants in common if no specification is made in the plan, and the title to any real estate or interest therein vested in any of the companies shall not revert or be in any way impaired by reason of the division. (ii) Upon the division becoming effective, the resulting companies shall each thenceforth be responsible as separate and distinct companies only for such liabilities as each company may undertake or incur in its own name but shall be liable for the liabilities of the dividing company in the manner and on the basis provided in subparagraphs (iv) and (v). (iii) Liens upon the property of the dividing company shall not be impaired by the division. (iv) To the extent allocations of liabilities are contemplated by the plan of division, the liabilities of the dividing company shall be deemed without further action to be allocated to and become the liabilities of the resulting companies on such a manner and basis and with such effect as is specified in the plan; and one or more, but less than all, of the resulting companies shall be free of the liabilities of the dividing company to the extent, if any, specified in the plan if in either case: (A) no fraud on members or violation of law shall be effected thereby; and (B) the plan does not constitute a fraudulent transfer under 12 Pa.C.S. Ch. 51 (relating to fraudulent transfers). (v) If the conditions in subparagraph (iv) for freeing one or more of the resulting companies from the liabilities of the dividing company, or for allocating some or all of the liabilities of the dividing company, are not satisfied, the liabilities of the dividing company as to which those conditions are not satisfied shall not be affected by the division nor shall the rights of creditors thereunder or of any person dealing with the company be impaired by the division, and any claim existing or action or proceeding pending by or against the company with respect to those liabilities may be prosecuted to judgment as if the division had not taken place, or the resulting companies may be proceeded against or substituted in place of the dividing company as joint and several obligors on those liabilities, regardless of any provision of the plan of division apportioning the liabilities of the dividing company. (vi) The conditions in subparagraph (iv) for freeing one or more of the resulting companies from the liabilities of the dividing company and for allocating some or all of the liabilities of the dividing company shall be conclusively deemed to have been satisfied if the plan of division has been approved by the Pennsylvania Public Utility Commission in a final order issued after August 21, 2001, that has become not subject to further appeal. (2) (i) The allocation of any fee or freehold interest or leasehold having a remaining term of 30 years or more in any tract or parcel of real property situate in this Commonwealth owned by a dividing company (including property owned by a foreign limited liability company dividing solely under the law of another jurisdiction) to a new company resulting from the division shall not be effective until one of the following documents is filed in the office for the recording of deeds of the county, or each of them, in which the tract or parcel is situated: (A) A deed, lease or other instrument of confirmation describing the tract or parcel. (B) A duly executed duplicate original copy of the certificate of division. (C) A copy of the certificate of division certified by the Department of State. (D) A declaration of acquisition setting forth the value of real estate holdings in such county of the company as an acquired company. (ii) The provisions of 75 Pa.C.S. § 1114 (relating to transfer of vehicle by operation of law) shall not be applicable to an allocation of ownership of any motor vehicle, trailer or semitrailer to a new company under this section or under a similar law of any other jurisdiction but any such allocation shall be effective only upon compliance with the requirements of 75 Pa.C.S. § 1116 (relating to issuance of new certificate following transfer). (3) It shall not be necessary for a plan of division to list each individual asset or liability of the dividing company to be allocated to a new company so long as those assets and liabilities are described in a reasonable and customary manner. (4) Each new company shall hold any assets and liabilities allocated to it as the successor to the dividing company, and those assets and liabilities shall not be deemed to have been assigned to the new company in any manner, whether directly or indirectly or by operation of law. (c) Taxes.--Any taxes, interest, penalties and public accounts of the Commonwealth claimed against the dividing company that are settled, assessed or determined prior to or after the division shall be the liability of any of the resulting companies and, together with interest thereon, shall be a lien against the franchises and property, both real and personal, of all the companies. Upon the application of the dividing company, the Department of Revenue, with the concurrence of the Office of Employment Security of the Department of Labor and Industry, shall release one or more, but less than all, of the resulting companies from liability and liens for all taxes, interest, penalties and public accounts of the dividing company due the Commonwealth for periods prior to the effective date of the division if those departments are satisfied that the public revenues will be adequately secured. (d) Certificate of organization of surviving company.--The certificate of organization of the surviving company, if there be one, shall be deemed to be amended to the extent, if any, that changes in its certificate are stated in the plan of division. (e) Certificates of organization of new companies.--The statements that are set forth in the plan of division with respect to each new domestic limited liability company and that are required or permitted to be set forth in a restated certificate of organization of companies organized under this chapter or the certificate of organization of each new company set forth therein shall be deemed to be the certificate of organization of each new company. (f) Managers.--Unless otherwise provided in the plan, the managers, if any, of the dividing limited liability company shall be the initial managers of each of the resulting companies. (g) Disposition of membership interests.--Unless otherwise provided in the plan, the membership interests and other securities or obligations, if any, of each new company resulting from the division shall be distributable to: (1) the surviving company if the dividing company survives the division; or (2) the members of the dividing company in the proportions in which the members share in distributions, in any other case. (h) Conflict of laws.--It is the intent of the General Assembly that: (1) The effect of a division of a domestic limited liability company shall be governed by the laws of this Commonwealth and any other jurisdiction under the laws of which any of the resulting companies is organized. (2) The effect of a division on the assets and liabilities of the dividing company shall be governed solely by the laws of this Commonwealth and any other jurisdiction under the laws of which any of the resulting companies is organized. (3) The validity of any allocation of assets or liabilities by a plan of division of a domestic limited liability company, regardless of whether or not any of the new companies is a foreign limited liability company, shall be governed solely by the laws of this Commonwealth. (4) In addition to the express provisions of this subsection, this subchapter shall otherwise generally be granted the protection of full faith and credit under the Constitution of the United States. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (b) and (c) and added subsec. (h).
