Fillable Form 375: *375* Statement of Domestication (Pennsylvania)

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Form 375: *375* Statement of Domestication (Pennsylvania)

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PENNSYLVANIA DEPARTMENT OF STATE
BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS
Read all instructions prior to completing.
Fee: $70
In compliance with the requirements of the applicable provisions of 15 Pa.C.S. § 375 (relating to Statement of
domestication), the undersigned entity, desiring to effect domestication, hereby states that:
A. For the domesticating entity:
1. The type of association is (check only one):
Business Corporation Limited Partnership Business Trust
Nonprofit Corporation Limited Liability (General) Partnership Professional Association
Limited Liability Company Limited Liability Limited Partnership Other ___________________
2. The name of the domesticating entity is: ______________________________________________________________
3. The jurisdiction of formation of the domesticating entity: _________________________________________________
4. Date on which the domesticating entity was created, incorporated or formed: _________________________________
(MM/DD/YYYY)
5. Check and complete one of the following addresses.
If the domesticating entity is a domestic filing entity, domestic limited liability partnership or registered
foreign association, the current registered office address as on file with the Department of State.
Complete part (a) OR (b) – not both:
(a) _________________________________________________________________________________________________
Number and street City State Zip County
(b) c/o: ______________________________________________________________________________________________
Name of Commercial Registered Office Provider County
If the domesticating entity is a domestic entity that is not a domestic filing entity or limited liability
partnership, the address, including street and number, if any, of its principal office:
____________________________________________________________________________________________________
Number and street City State Zip County
If the domesticating entity is a nonregistered foreign association, the address, including street and number, if
any, of its registered or similar office, if any, required to be maintained by the law of its jurisdiction of formation;
or if it is not required to maintain a registered or similar office, its principal office:
____________________________________________________________________________________________________
Number and street City State Zip
Return document by mail to:
Name
Address
City State Zip Code
Return document by email to: _________________________________
Statement of Domestication
DSCB:15-375
(7/1/2015)
*375*
375
DSCB:15-375-2
B. For the domesticated entity:
1. The name of the domesticated entity is: _______________________________________________________________
2. The jurisdiction of formation of the domesticated entity: __________________________________________________
3. Check and complete one of the following addresses.
If the domesticated entity is a domestic filing entity, domestic limited liability partnership or registered
foreign association, its registered office address. Complete part (a) OR (b) – not both:
(a) _________________________________________________________________________________________________
Number and street City State Zip County
(b) c/o: ______________________________________________________________________________________________
Name of Commercial Registered Office Provider County
If the domesticated entity is a domestic entity that is not a domestic filing entity or limited liability
partnership, the address, including street and number, if any, of its principal office:
____________________________________________________________________________________________________
Number and street City State Zip County
If the domesticated entity is a nonregistered foreign association, the address, including street and number, if
any, of its registered or similar office, if any, required to be maintained by the law of its jurisdiction of formation;
or if it is not required to maintain a registered or similar office, its principal office:
____________________________________________________________________________________________________
Number and street City State Zip
C. Effective date of Statement of Domestication (check, and if appropriate complete, one of the following):
This Statement of Domestication shall be effective upon filing in the Department of State.
This Statement of Domestication shall be effective on: _________________________ at __________________.
Date (MM/DD/YYYY) Hour (if any)
D. Approval of domestication by domesticating association (check only one):
For a domesticating entity that is a domestic entity – The domestication was approved in accordance with 15
Pa.C.S. Chapter 3, Subchapter B (relating to approval of entity transactions).
For a domesticating entity that is foreign entity – The domestication was approved in accordance with 15 Pa.C.S.
Chapter 3, Subchapter B, §373(b) (relating to approval of domestication).
E. Check if applicable:
The domesticating entity is to be a domestic entity in both this Commonwealth and the foreign jurisdiction.
F. Attachments (see Instructions for required and optional attachments).
IN TESTIMONY WHEREOF, the undersigned association has caused this Statement of Domestication to be signed by a
duly authorized officer thereof this ______________ day of ____________________________, 20____________.
_______________________________________________
Name of Domesticating Entity
___________________________________________________
Signature
___________________________________________________
Title
DSCB:15-375–Instructions
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722
(717) 787-1057
Web site: www.dos.state.pa.us/corps
General Information
Typewritten is preferred. If handwritten, the form must be
legible and completed in black or blue-black ink in order to
permit reproduction. The nonrefundable filing fee for this
form is $70. Checks should be made payable to the
Department of State. Checks must contain a commercially
pre-printed name and address.
This form and all accompanying documents, including any
necessary governmental approvals, shall be mailed to the
address stated above.
Applicable Law
The Association Transactions Act, effective July 1, 2015, sets
out the procedural aspects of domestications for all entity
types. Pennsylvania law governs the legal effect of a foreign
entity domesticating in Pennsylvania. The laws of the foreign
jurisdiction will govern the legal effect of a domestication of a
Pennsylvania entity in that jurisdiction. See, in general, 15
Pa.C.S. §§ 311-330; for domestication; 15 Pa.C.S. §§ 371-376.
The requirements for the Statement of Domestication are set
forth in 15 Pa.C.S. § 375. Statutes are available on the
Pennsylvania General Assembly website,
www.legis.state.pa.us, by following the link for Statutes.
Who should file this form?
A Statement of Domestication must be filed with the
Pennsylvania Department of State when a Pennsylvania entity
is moving its jurisdiction of formation to another
state/jurisdiction or a foreign entity is moving its jurisdiction
of formation to Pennsylvania.
The domesticated entity is the same entity as the
domesticating entity; it has simply changed the organic law to
which it is subject. When a domestication takes effect, the
entity continues to exist, but as a domestic entity of the same
type under the laws of a different state/jurisdiction.
Definitions
A domestic entity is an entity, the internal affairs of which are
governed by the law of this Commonwealth.
A foreign entity is an entity that is not a domestic entity.
A domesticating entity is either: (1) the domestic entity that
approves a plan of domestication pursuant to section 373(a)
(relating to approval of domestication) or (2) the foreign entity
that approves a domestication pursuant to section 373(b).
A domesticated entity is the domesticating entity as it
continues in existence after a domestication.
A domestic filing entity is a Pennsylvania business
corporation, nonprofit corporation, limited partnership, limited
liability company, professional association or business trust.
A registered foreign association is a foreign association
(formed in a jurisdiction other than Pennsylvania) that is
registered to do business in this Commonwealth pursuant to a
filing made in the Department of State.
Public organic record refers to Articles of Incorporation (for
corporations), Certificate of Limited Partnership (limited
partnerships), Certificate of Organization (limited liability
companies), Articles of Association (professional association)
or Declaration or Deed of Trust (business trusts).
Form Instructions
Enter the name and mailing address to which any
correspondence regarding this filing should be sent. This field
must be completed for the Bureau to return the filing. If the
filing is to be returned by email, an email address must be
provided. An email will be sent to address provided,
containing a link and instructions on how a copy of the filed
document or correspondence may be downloaded. Any email
or mailing addresses provided on this form will become part
of the filed document and therefore public record.
A. For the domesticating entity
A.1. Check the appropriate box to indicate the domesticating
entity type. A domesticating entity is one of the following: (1)
a Pennsylvania entity that is moving its jurisdiction of
formation out of Pennsylvania or (2) a foreign entity that is
moving its jurisdiction of formation to Pennsylvania. Only one
box for entity type may be checked. This field is required.
A.2. Give the exact name of the domesticating entity. If the
domesticating entity is an existing Pennsylvania filing entity
or domestic limited liability partnership, or is a foreign
association or foreign limited liability partnership already
registered in Pennsylvania, the name on this line must match
exactly the association name as shown in Department’s
records at the time the Statement is submitted for filing. This
field is required.
A.3. Give the jurisdiction of formation of the domesticating
entity. “Jurisdiction of formation” means the jurisdiction
whose law includes the governing statute of the entity. For
example, if the domesticating corporation was formed in
Delaware and is a Delaware corporation before the
domestication, then the jurisdiction of formation is Delaware.
This field is required.
A.4. Give the date on which the domesticating entity was
originally incorporated or formed. Provide month, day and
year. This field is required.
A.5. Check and complete one of the address boxes, based on
the criteria given. This field is required.
DSCB:15-375–Instructions
If the domesticating entity is a domestic filing entity, domestic
limited liability partnership or registered foreign association,
the address provided must be of its registered office (a) or
Commercial Registered Office Provider (b) as on file with the
Department of State.
If the domesticating entity is a domestic entity that is not a
domestic filing entity or limited liability partnership, the
address given must be the principal office, including street and
number, if any.
If the domesticating entity is a non-registered foreign
association, the address provided must be the address,
including street and number, if any, of its registered or similar
office required to be maintained by the law of its jurisdiction
of formation; or if it is not required to maintain a registered or
similar office, its principal office.
Post office boxes are not acceptable for any address. Under 15
Pa.C.S. § 135(c) (relating to addresses) an actual street or rural
route box number must be used as an address, and the
Department of State is required to refuse to receive or file any
document that sets forth only a post office box address.
B. For the domesticated entity.
B.1. Give the exact name of the domesticated entity. If the
domesticated entity is an existing Pennsylvania filing entity or
domestic limited liability partnership, or is a foreign
association or foreign limited liability partnership already
registered in Pennsylvania, the name on this line must match
exactly the association name as shown in Department’s
records at the time the Statement is submitted for filing. This
field is required.
NOTE – if the domesticated entity is a new filing entity, be
sure and include within the name the appropriate association
designator. For example, if a domestic corporation is being
registered as the domesticated entity, an acceptable corporate
identifier must be part of the association name. For domestic
filing entity name requirements, see 15 Pa.C.S. §§ 201-207.
For foreign association name requirements, see 15 Pa.C.S. §
412 and § 414. Statutes are available on the Pennsylvania
General Assembly website,
www.legis.state.pa.us, by
following the link for Statutes
B.2. Give the jurisdiction of formation of the domesticated
entity. “Jurisdiction of formation” means the jurisdiction
whose law includes the governing statute of the entity. For
example, if the domesticating corporation has become a
Pennsylvania corporation, then the jurisdiction of formation is
Pennsylvania. This field is required.
B.3. Check and complete one of the address boxes, based on
the criteria given. This field is required.
If the domesticated entity is a domestic filing entity, domestic
limited liability partnership or registered foreign association,
the address provided must be of its registered office (a) or
Commercial Registered Office Provider (b) as on file with the
Department of State.
If the domesticated entity is a domestic entity that is not a
domestic filing entity or limited liability partnership, the
address given must be the principal office, including street and
number, if any.
If the domesticated entity is a non-registered foreign
association, the address provided must be the address,
including street and number, if any, of its registered or similar
office required to be maintained by the law of its jurisdiction
of formation; or if it is not required to maintain a registered or
similar office, its principal office.
Post office boxes are not acceptable for any address. Under 15
Pa.C.S. § 135(c) (relating to addresses) an actual street or rural
route box number must be used as an address, and the
Department of State is required to refuse to receive or file any
document that sets forth only a post office box address.
C. Effective date. Any date specified as the effective date of
the Statement of Domestication must be a future effective date
(after the date and time of its delivery to the Department). A
specified effective date may not be retroactive (prior to the
date and time of the Statement’s delivery to the Department).
If a delayed effective date is specified, but no time is given,
then the time used will be 12:01 a.m. on the date specified. If
neither option for effective date is checked, it will be
presumed that no specified delayed effective date is intended
and the document will be effective upon filing. This field is
required.
D. Approval. See 15 Pa.C.S. §§ 321-330 and 15 Pa.C.S. §
373(b), which set forth the requirements for approval of
domestications by domestic entities and foreign entities,
respectively. Statutes are available on the Pennsylvania
General Assembly website,
www.legis.state.pa.us, by
following the link for Statutes. This field is required.
E. Check box only if the internal affairs of the domesticating
entity are governed by the laws of more than one jurisdiction
(one of which is Pennsylvania) at the same time. Under the
former domestication provisions in the Business Corporation
Law, a domesticating corporation was not required to
surrender its foreign charter, thus permitting it to be
incorporated in both the foreign jurisdiction and Pennsylvania
at the same time. That policy of permitting dual incorporation
is continued and generalized to apply to all types of entities.
See 15 Pa.C.S. § 375(b)(8). If the internal affairs of an entity
are governed by the laws of more than one jurisdiction at the
same time, it will no longer be a “registered organization”
under the Uniform Commercial Code. See 13 Pa.C.S. § 9102.
This field is optional.
F. Attachments
One of the following, in addition to the filing fee, shall
accompany this form:
(1) One copy of a completed form DSCB:15-134B
(Docketing Statement-Changes) for domesticating
entities which are domestic filing entities and are
domesticating out of Pennsylvania without
simultaneously registering as a foreign association.
DSCB:15-375–Instructions
(1) One copy of a completed form DSCB:15-134A
(Docketing Statement), with respect to a domesticated
association that is a Pennsylvania filing entity, if the
domesticated association was not previously registered
as a foreign association in Pennsylvania.
The following may be required to accompany this form:
(2) If the domesticated entity is a domestic filing entity,
one copy of its public organic record. For example, a
completed form DSCB:15-1306-7102 (Articles of
Incorporation-For Profit), DSCB:15-5306-7102 (Articles of
Incorporation-Nonprofit), DSCB:15-8511 (Certificate of
Limited Partnership), DSCB:15-8913 (Certificate of
Organization) or other public organic record should be
attached to the Statement of Domestication with respect to
the domesticated entity. If the domesticated entity is a
domestic limited liability partnership or a domestic limited
liability limited partnership not using the alternative
procedure in 15 Pa.C.S. § 8201(f), a DSCB:15-8201
(Statement of Registration) must be attached. The public
organic record does not need to be signed or state the name
or address of an incorporator of a corporation, organizer of
a limited liability company or similar person with respect to
any other type of entity.
(3) One copy of a separate completed form
DSCB:15-134A (Docketing Statement), with respect to
the domesticated association, unless the domesticated
association is a nonqualified foreign corporation.
(4) Any necessary copies of form DSCB:19-17.2
(Consent to Appropriation of Name) or a resolution from
the association’s governors adopting an alternate name,
if applicable.
(5) Any necessary governmental approvals. A
domestication involving a regulated entity may require
approval of a government agency before it can become
effective. See 15 Pa.C.S. § 103.
(6) Tax clearance certificates are required from the
Department of Revenue and the Department of Labor
and Industry, evidencing payment of all taxes and
charges payable to the Commonwealth, if the
domesticated association will be a nonregistered foreign
association. It is not necessary to deliver clearance
certificates if, simultaneously with the delivery of the
statement of domestication, the foreign association that
is the domesticated association registers to do business
in this Commonwealth, by submitting a DSCB:15-412
(Foreign Registration Statement). The DSCB:15-412
must be accompanied by the applicable fee and
attachments.
(7) Optional provisions required or authorized by law
may be added in an Exhibit/Attachment.
Signature and Verification
An authorized representative of the domesticating entity must
sign the Statement of Domestication.
Signing a document
delivered to the Department for filing is an affirmation under
the penalties provided in 18 Pa.C.S. § 4904 (relating to
unsworn falsification to authorities) that the facts stated in the
document are true in all material respects.
This field is
required.
Filing of Plan of Domestication in lieu of Statement of
Domestication
Pursuant to 15 Pa.C.S. §375(
e) (relating to filing of plan), a
plan of domestication that is signed by a domesticating entity
that is a domestic entity and meets all of the requirements of
§375(b) (relating to contents of Statement of Domestication)
may be delivered to the Department for filing instead of a
Statement of Domestication.
Pursuant to 15 Pa.C.S. §316(a), a
plan as delivered to the
Department for filing in lieu of a Statement of
Domestication may omit all provisions of the plan except
provisions, if any, that:
(1) are intended to amend or constitute the operative
provisions of the public organic record of a domestic
association as in effect subsequent to the effectiveness of
the plan;
(2) are required by this chapter in the statement in lieu
of which the plan is being delivered to the department for
filing; or
(3) allocate or specify the respective property and
liabilities of the resulting associations, in the case of a
plan of division.
However, if any of the provisions of a plan are omitted as
permitted under
§316(a), the plan must state that the full text
of the plan is on file at the principal office of the surviving or
resulting association or domesticated entity and provide the
address thereof in the filing made with the Department.
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Form 375: *375* Statement of Domestication (Pennsylvania)

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Completed 30 December 2021

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