§ 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.
Source The provisions of this § 17.2 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Immediately preceding text appears at serial pages (109842) and (87011).
Cross References This section cited in 19 Pa. Code § 17.41 (relating to foreign association names); and 19 Pa. Code § 17.204 (relating to general restrictions on name availability).
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