58 Pa. Code § 165.52 - Corporations-voting and nonvoting stock
(a)
Requirement to obtain affidavits. When a transfer of stock of
a corporation which is licensed by the Commission, or of a corporation which
leases to the licensee the track at which it conducts pari-mutuel thoroughbred
horse races, or which owns 25% or more of the stock of the licensee, shall be
made to a corporation, the corporation shall obtain contemporaneously with the
transfer, whether original issuance or otherwise, an affidavit, in duplicate,
executed by the President, Secretary, Treasurer or other Executive Officer of
the corporate stock transferee, which shall contain:
(1) The name of the corporation.
(2) The state of its incorporation.
(3) The address of its registered
office.
(4) If a foreign
corporation, the address of its registered office, if any, in this
Commonwealth.
(5) The number and
class of shares transferred to the corporation.
(6) The names, addresses and ages of the
directors of the corporation.
(7)
The names, addresses and ages of the officers of the corporation.
(8) The names and addresses of registered
stockholders.
(9) A statement to
the effect that if there is a change in the status of the corporation with
respect to the matters set forth in paragraphs (5) to (7) inclusive, that it
shall forthwith file with the corporation a new affidavit setting forth such
change in status; and, in the case of paragraph (8), that it shall annually,
during the month of October, file with the corporation a new affidavit setting
forth any change in status; provided, however, that new affidavits need not be
filed if the only changes are changes in the age or address of officers,
directors or stockholders.
(b)
Affidavits of officers,
directors, stockholders and other persons connected with such
corporations. In addition to the affidavit required under subsection
(a), the corporate stock transferee shall file an affidavit in duplicate
containing the information set forth in subsection (a), executed by the
following:
(1) Each of the directors and
officers of such corporation.
(2)
In the case of a corporation having 25 stockholders or less, each stockholder
of such corporation.
(3) In the
case of a corporation having more than 25 stockholders, each stockholder who
holds 10% or more of the voting stock where voting is issued or transferred to
a corporation and each stockholder who holds 25% or more of the voting stock
where nonvoting stock is issued or transferred to a corporation.
(4) Every person who possesses, either
directly or indirectly, the power to direct or cause the direction of the
management and policies of the corporation whether through ownership of voting
securities, by contract, or otherwise, where voting stock is issued or
transferred to a corporation.
(c)
Change of status of affiant other
than by stock transfer. If, subsequent to the filing of any affidavit
required under subsections (a) and (b), the status of any affiant changes with
respect to any of the matters set forth in subsection (a)(5) to (8), inclusive,
in the case of a corporate affiant, and §
165.51(a)(5) to
(12) (relating to individual
stockholders-voting and nonvoting stock) in the case of individual affiants,
such affiant shall forthwith file with the corporation with which his affidavit
was originally filed a new affidavit setting forth with particularity such
change; provided, however, that new affidavits need not be filed by a corporate
affiant if the only changes are changes with regard to the age or address of
officers, directors or stockholders and that in the case of Item (8) of Section
2, Clause (a), new affidavits need be filed annually, during the month of
October only.
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