Pennsylvania law requires corporations and other associations that are registered with the Department of State and that haven’t made a filing with the Department of State in ten years to file a report of continued existence in order to keep the exclusive right to their name.
The Decennial Report filing is required to be made in each year that ends with the numeral “1”. It’s now 2021 — which means business entities to which this compliance requirement applies must file their report.
This article provides a summary of this important reporting requirement that all Pennsylvania domestic and foreign business entities need to be aware of to make sure they don’t lose one of their most valuable assets — their name.
Who has to file a Decennial Report?
All Pennsylvania domestic and foreign business corporations, nonprofit corporations, LLCs, LPs, LLPs, and business trusts registered with the Department of State that have not made a new or amended filing with the Department of State from January 1, 2012, through December 31, 2021, must file a Decennial Report with the Department’s Bureau of Corporations and Charitable Organizations in 2021.
Why does Pennsylvania require a Decennial Report to be filed?
A Decennial Report is required to show that business entities that have not made a filing with the Department of State in the last ten years still exist. It is required by Title 54 of the Pennsylvania Consolidated Statutes, Sec. 503. The legislative intent for requiring these filings is to identify business names that are no longer in use, so that they may be reissued and placed back into the stream of commerce.
Which entities are exempt from filing a Decennial Report?
A Decennial Report does not have to be filed by domestic and foreign business corporations, nonprofit corporations, LLCs, LPs, LLPs, and business trusts that have made a new or amended filing with the Department of State from January 1, 2012, through December 31, 2021 — other than a decennial filing, name reservation, name search, consent to appropriation of name, or fictitious name registration. Nor does it have to be filed by a business corporation that has had its officer information updated with the Department of Revenue and forwarded to the Department of State. Nonqualified foreign entities that registered their name with the Department of State are also exempt.
What document has to be filed and when is it due?
Business entities subject to this requirement must file a Decennial Report of Association Continued Existence with the Bureau of Corporations and Charitable Organizations. The filing may be made at any time during the 2021 calendar year.
The form requires the business entity’s name, registered office information, a statement that it has not made a filing in the last ten years, and a statement that it continues to exist. The form must be signed by an authorized representative of the business entity. There is a $70 filing fee.
What happens if a business entity fails to file a Decennial Report during 2021?
A business entity to which this requirement applies that fails to file a Decennial Report during the 2021 calendar year loses the exclusive use of its name as of January 1, 2022. It will not cause a dissolution or termination of the business entity.
However, any other business entity may register the same or an otherwise conflicting name with the Department of State on or after January 1, 2022.
A business entity that failed to file a report during 2021 may still file the report in 2022 or beyond and the filing will reinstate its name on the register of the Department of State unless its name had been appropriated during the period of delinquency.
A Pennsylvania domestic or foreign business entity that needs assistance with filing its Decennial Report can contact a CT Corporation specialist.
