The Pennsylvania legislature has overhauled the state’s business laws, making extensive changes designed to “improve the integration of the various Pennsylvania entity laws into a more coherent code.” The changes, due to take effect on July 1, 2015, provide businesses with greater flexibility with four transaction types: mergers, conversions, interest exchanges and domestications. The new rules also create a central set of provisions for entity names and for registering to do business as a foreign entity.
These changes are captured in the 2015 Edition of Pennsylvania Laws Governing Business Entities, releasing this month. The 2015 Edition contains statutes updated through Chapter 204 of the 2014 Regular Session of the General Assembly, including the extensive changes made by Act 172. All changes are listed in the book’s Table of Sections Affected.
The book includes analysis of the new legislation prepared by legal advisor William H. Clark, Jr., a partner in the Corporate & Securities Practice Group of Drinker Biddle and Reath LLP, and one of the principle draftsmen of the new legislation.
The 2015 Edition includes 25 new case annotations from state court decisions interpreting Pennsylvania business law, which are listed in the Table of New Annotations and marked with gray bars for quick identification. Five full-text cases from the past year highlighting recent legal developments have also been included, concerning dissolution of an LLC, the attorney-client privilege of a dissolved corporation, self-dealing, foreign corporations, and the standing of shareholders to sue.
New to the book are Divisions 1, 8 and 9 of the Commercial Code, covering investment securities and secured transactions.
The companion CD-ROM contains over 100 Pennsylvania forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types. A listing of forms and contact information for the Pennsylvania Corporations Bureau can be found in the Appendix.
Pennsylvania Laws Governing Business Entities is available as a softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.
To learn more about the 2015 Edition of Pennsylvania Laws Governing Business Entities, call 1.800.533.1637 or visit us online at www.lexisnexis.com/csc.
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