Statement of Cure of or Breach of Qualifying Condition for Domestic Business Corporation, Statutory Close Corporation (Pennsylvania)
This form relates to involuntary termination of statutory close corporation status; proceedings to prevent loss of status, or notice of cure of breach in Pennsylvania. The form provided here is simply a sample of what the actual Form 2309A/2309B looks like.
PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU
Domestic Business Corporation
Statutory Close Corporation
(15 Pa.C.S.)
____ Statement of Breach of Qualifying Condition (§ 2309A)
____ Statement of Cure of Breach of Qualifying Condition (§ 2309B)
Name _____________________________
Address ___________________________
City _______________________________
State ______________________
Zip Code __________________
Document will be returned to the name and address you enter
In compliance with the requirements of the applicable provisions (relating to involuntary termination of statutory close corporation status; proceedings to prevent loss of status)/(relating to notice of cure of breach), the undersigned business corporation which is a statutory close corporation hereby states that:
1. The name of the corporation is: ____________________________
2. The (a) address of this corporation's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):
(a) Number and Street _____________________________
City ______________________________
State _____________________________
Zip ____________________
County _________________
(b) Name of Commercial Registered Office Provider c/o __________________ County ___________
3. Check box relating to applicable provision:
____ Statement of Breach: The provision included in its Articles pursuant to 15 Pa.C.S. § 2304(a) (relating to additional contents of articles of statutory close corporations) to qualify it as a statutory close corporation has been breached.
____ Statement of Cure of Breach: No breach of the provision included in its Articles pursuant to 15 Pa.C.S. § 2304(a) (relating to additional contents of articles of statutory close corporations) to qualify it as a statutory close corporation exists.
IN TESTIMONY WHEREOF, the undersigned corporation has caused this Statement of Breach of Qualifying Condition/Statement of Cure of Breach of Qualifying Condition to be signed by a duly authorized officer thereof this __________________ day of ________________, _________.
________________________________________________ (Name of Corporation)
________________________________________________ (Signature)
________________________________________________ (Title)
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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Department of State
Corporation Bureau
P.O. Box 8722
Harrisburg, PA 17105-8722
(717) 787-1057
web site: www.dos.state.pa.us/corps
A. Typewritten is preferred. If not, the form shall be completed in black or blue-black ink in order to permit reproduction. The filing fee for this form is $70 made payable to the Department of State.
B. 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. This form and all accompanying documents shall be mailed to the address listed above.
Instruction for Statement of Breach of Qualifying Condition Only
E. Under 15 Pa.C.S. § 2309(a)(1) this form shall be filed within 30 days after the occurrence of the event amounting to a "public offering" of any of the shares of any class of the corporation within the meaning of the Securities Act of 1933 (15 U.S.C. § 77a et seq.), or within 30 days after the event has been discovered, whichever is later. The corporation shall within the same period furnish a copy of this form to each shareholder.
F. Under 15 Pa.C.S. § 2309(a)(2) the corporation is required concurrently with filing of this form to take such steps as are necessary to correct the situation. When the situation has been remedied this form shall be filed under the direction of Statement of Cure of Breach of Qualifying Condition.