19 Pa. Code § 17.2 - Appropriation of the name of a senior corporation
(a) Section 802(a)(x) of the Banking Code
(7 P. S. §
802(a)(x)) and
section 1301(b)(1) of the BCL (relating to purposes) and section 5303(b)(1) of
the NPCL (relating corporate name) provide that a junior corporation may adopt
the name of another association if the other association meets the following
conditions:
(1) Is about to change its name,
or to cease to do business, or is being wound up, or is a foreign association
which is about to withdraw from doing business in this Commonwealth. In all
these cases, the written consent of a senior association to the adoption of its
name by the junior corporation shall be executed on Form DSCB:17.2 (Consent to
Appropriation of Name).
(2) Has
filed with the Department of Revenue a certificate of out of existence, or has
failed for a period of 3 successive years to file with the Department of
Revenue a report or return required by law. It is the responsibility of the
applicant to communicate directly with the Department of Revenue to ascertain
the status of the senior association. If the association is not in good
standing the applicant shall request the Department of Revenue to certify the
failure to file to the Department. See 61 Pa. Code §§151.11-151.13 (relating to termination;
minimum reporting; and resumption of reporting).
(3) Has abandoned its name under the laws of
its jurisdiction of incorporation, by amendment, merger, consolidation,
division, expiration, dissolution or otherwise, without its name being adopted
by a successor in a merger, consolidation, division or otherwise, and an
official record of that fact, certified as provided by
42 Pa.C.S. §
5328
(relating to proof of official records) is presented by a person to the
Department.
(4) Has had the
registration of its name under Subchapter B (relating to registration of names)
terminated. If the termination was effected by operation of §
17.102 (relating to decennial
filings), the application for the name shall be accompanied by a verified
statement stating that at least 30 days written notice of intention to
appropriate the name was given to the delinquent association at its registered
office, and that after diligent search by the affiant, the affiant believes the
association to be out of existence.
(b) A corporate name is the same as another
corporate name when the one is identical to the other, including spelling,
spacing and punctuation.
(c) If a
corporate name is made available on the basis set forth in subsection (a)(2),
the defaulting or out-of-existence association shall cease to have by virtue of
its prior registration the right to the use of the name. The association, upon
the withdrawal of the certificate of out of existence or upon the removal of
its delinquency in the filing of required reports or returns, shall make
inquiry with the Department with regard to the availability of its name. If the
name has been made available to another association under this section, the
association shall adopt a new name in accordance with law before resuming its
activities.
(d) If a corporate name
is made available on the basis set forth in subsection (a)(1) and the senior
association continues to use its name in this Commonwealth and does not change
its name, cease to do business, be wound up or withdraw as it proposed to do in
its consent, or if a senior corporation does not comply with the requirements
of subsection (c), the senior corporation is liable to injunction proceedings
at the instance of the Attorney General or a person adversely
affected.
Notes
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