DECENNIAL FILING PENNSYLVANIA DEPARTMENT
OF STATE CORPORATION
54 Pa.C.S. § 503 requires a
decennial filing for any association that has not made or amended any filing
with the Corporation Bureau from January 1, 2012 to December 31, 2020. Failure
to file the decennial report between January 1, 2021 and December 31, 2021
eliminates the association's exclusive right to the name.
More information from the
Department of State’s Bureau of Corporations and Charitable Organizations
(Bureau) is below:
What is a decennial filing or decennial report?
a report of an entity’s continued existence or a report of continued use of
certain marks. 54 Pa.C.S. § 503, § 1314, § 1515. Decennial
filings are made every ten years during the years ending with the numeral “1”
(e.g. 2001, 2011, 2021). The legislative intent for requiring these filings is
to identify business names and marks that are no longer in use, so that they
may be reissued and placed back into the stream of commerce.
is required to file a decennial report in 2021?
domestic and foreign business corporations, non-profit corporations, limited
liability companies, limited partnerships, limited liability partnerships that
are not also limited partnerships, business trusts, as well as insignias and
marks used with articles and supplies that have not made a new or amended
filing with the Bureau of Corporations and Charitable Organizations (Bureau)
from January 1, 2012 thru December 31, 2021, must file a report that they continue
to exist. This report must be filed with the Bureau (part of the Pennsylvania
Department of State) during the calendar year 2021. 54 Pa.C.S. §
503(b)(1), § 1314(b), § 1515(b). Fictitious names and trademarks
are not required to make decennial filings.
to decennial filing requirement (54 Pa.C.S. § 503(b)):
domestic and foreign business corporation and non-profit corporation,
limited liability company, limited partnership, limited liability
partnership that is not also a limited partnership or business trust that
has made a new or amended filing with the Bureau from
January 1, 2012 thru December 31, 2021 other than a
decennial filing, name reservation, name search, consent to appropriate
name or fictitious name registration.
nonqualified foreign association which as registered its name pursuant to
15 Pa.C.S. § 209 (relating to registration of name of nonregistered
business corporation that has had officer information forwarded to the
Department of State by the Department of Revenue during the preceding ten
years under 15 Pa.C.S. § 1110 (relating to annual report information).
When are the above required to file the decennial report?
decennial report must be filed every ten years in the years ending with
the numeral “1” (e.g. in the calendar year 2011 (from January 1, 2011
through December 31, 2011). The current decennial reports must be filed in
the calendar year 2021 (from January 1, 2021 through December 31, 2021).
How will entities required to file a decennial report be notified?
postcard dated January 15, 2021, the Department gave notice of the
decennial filing requirement to all affected associations or entities. The
notice was made by mail at the registered office address of each entity, and
contained a website link to the appropriate decennial filing forms and
instructions. Searchable documents (links below) identifies all
association and marks that are required to file a decennial report in
2021. If, after checking those documents, an association or
registrant of an insignia/mark is not sure whether it is required to
file a decennial report, it may call the Bureau’s customer service line at
Filing PDF 1 (file size: 50mb, pages 1-5000, Business
Filing PDF 2 (file size: 50mb, pages 5001-10,000,
Business names: E-M)
Filing PDF 3 (file size: 50mb, pages 10,001-15,000,
Business names: M-T)
Filing PDF 4 (file size: 22mb, pages 15,001-17,174,
Business name: T-Z)
Are there forms to complete for the decennial filing requirement?
associations (domestic and foreign profit and non-profit corporations, limited
liability companies, limited partnerships, limited liability partnerships
that are not also limited partnerships, and business trusts), the form is
Report of Association Continued Existence [DSCB:54-503].
This form must be completed and mailed with payment
insignias and “marks used with articles and supplies,” the form is Decennial
Report - Insignia or Mark Used with Articles or Supplies [DSCB:54-1314/1515].
What if an entity required to file a decennial report does not receive a
Failure by the Department to give notice to a party, or failure by a party to
receive notice of a decennial filing requirement does not relieve a party of
the obligation to make the decennial filing. 15 Pa.C.S. § 132(d). Associations
and marks/insignia may check the separate Decennial Reports document on the
Bureau’s website. This website lists all association and marks/insignia that
are required to file a decennial report in 2021.
there a fee associated with the filing of the decennial report?
filing fee is $70, made payable to the PA Department of State.
What are the consequences if a corporation or other association which is
required to file a decennial report does not make a decennial filing?
any non-exempt entity fails to file a decennial report during the filing
period from January 1, 2021 through December 31, 2021, it no longer has
exclusive use of its name on or after January 1, 2022. While the business
entity continues to exist, its name becomes available for any corporation
or other association registering to do business in the Commonwealth of
Pennsylvania which may request it. 54 Pa.C.S. § 504.
What are the consequences if an entity with a registered insignia or a mark
used with articles and supplies does not file a decennial report?
an entity having a registered insignia or “mark used with articles and
supplies” does not file a decennial report prior to January 1, 2022, it
shall no longer be deemed to be registered. Such registration may be
restored only by the filing of an original application for
registration. 54 Pa.C.S. §1314(c); 1515(c).
What if a decennial report is filed after the deadline?
corporation or other association which has failed to file a report from
January 1 through December 31, 2021 may do so at any later time, which
filing shall reinstate the name of the association on the register of the
Department of State unless its name has been appropriated during the
period of the delinquency. 54 Pa.C.S. § 505.
December 28, 2020