Section 27.6. Filings with respect to breach and cure of qualifying conditions

(a) Section 2309(a) of the BCL (relating to involuntary termination of statutory close corporation status; proceeding to prevent loss of status) provides that if an event occurs as a result of which the provision included in the articles of a statutory close corporation under § 27.3 (relating to additional contents of articles of statutory close corporations) to qualify it as a statutory close corporation has been breached, the status of the business corporation as a statutory close corporation shall terminate unless:

(1) Within 30 days after the occurrence of the event or within 30 days after the event has been discovered, whichever is later, the corporation:

(i) Files in the Department Form DSCB: 15-2309A (Statement of Breach of Qualifying Condition-Statutory Close Corporation-Domestic Business Corporation).

(ii) Furnishes a copy of the statement to each shareholder.

(2) The corporation concurrently with the filing of the statement takes steps that are necessary to correct the situation that threatens its status as a statutory close corporation.

(b) Section 2309(c) of the BCL provides that when the situation that threatened the status of the corporation as a statutory close corporation has been remedied and if the corporation has not amended its articles in accordance with § 27.5 (relating to voluntary termination of statutory close corporation status), the corporation shall file in the Department Form DSCB: 15-2309B (Statement of Cure of Breach of Qualifying Condition-Statutory Close Corporation-Domestic Business Corporation), and that upon the filing of the certificate, the status of the corporation as a statutory close corporation, theretofore if terminated by reason of subsection (a), shall be restored.

The provisions of this § 27.6 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.