Current through Register Vol. 54, No. 45, November 9, 2024
Section 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. This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers); and 58 Pa. Code § 165.31 (relating to occupational and participation licenses).