Did you receive a Decennial Notice from the Pennsylvania (PA) Department of State? Are you wondering why you received this notice? Join the club. Here’s the scoop. 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 or marks that are no longer in use so that they may be reissued and placed back into the stream of commerce. Let’s look at the question & answers on PA’s website
Q. Who is required to file a decennial report?
- In general, it is a report of an entity’s continued existence or use of certain marks. 54 Pa.C.S. § 503, § 1314, § 1515. All domestic and foreign profit and nonprofit corporations, limited liability companies, limited partnerships, limited liability partnerships that are not also limited partnerships, business trusts, insignias and “marks used with articles and supplies” that have not made a new or amended filing with the Corporation Bureau from January 1, 2002 through December 31, 2011 shall during the year 2011, file in the Department of State a report that they continue to exist. 54 Pa.C.S. § 503(b)(1), § 1314(b), § 1515(b). Fictitious names and trademarks are not required to make decennial filings.
Exceptions to decennial filing requirement 54 Pa.C.S. § 503(b)
- Any 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 Corporation Bureau from January 1, 2002 through December 31, 2011 other than a decennial filing, a name reservation, name search, consent to appropriation of name or fictitious name registration.
- Any nonqualified foreign business corporation which has registered its name pursuant to 15 Pa.C.S. §4131 (requiring annual renewal of the name).
- A 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).
Q. When are the above required to file the decennial report?
- The 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; in the calendar year 2021, from January 1, 2021 through December 31, 2021).
Q. What if an entity required to file a decennial report does not receive a notice?
- 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)
Q. How will entities required to file a decennial report be notified?
- On or after November 1, 2010, the Department will give notice of the decennial filing requirement to all affected associations or entities. The notice will be made by mail at the registered office address of each affected entity, and will be accompanied by appropriate decennial filing forms and instructions. 15 Pa.C.S. § 132(d). Decennial Report – Insignia/Mark Used With Articles or Supplies or Decennial Report of Association Continued Existence will accompany the notice.A separate database will be available on the Bureau’s website that will identify all entities which are required to file a decennial report. The database will be searchable by entity name and/or number.
Q. Is there a fee associated with the filing of the Decennial Report? (Silly of you to ask such a foolish question).
- The filing fee is $70, made payable to the Department of State.
Q. What are the consequences if a corporation or other association which is required to file a decennial report does not make a Decennial filing?
- If any non-exempt entity fails to file a decennial report during the filing period from January 1, 2011 through December 31, 2011, it no longer has exclusive use of its name on or after January 1, 2012. 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
Q. 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?
- If an entity having a registered insignia or “mark used with articles and supplies” does not file a decennial report prior to January 1, 2012, 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)
Q. What if a decennial report is filed after the deadline?
- A corporation or other association which has failed to file a report from January 1 through December 31, 2011 may do so at any later time, which filing shall reinstate the name of the corporation or other association on the register unless its name has been appropriated during the period of the delinquency. 54 Pa.C.S. § 505
Q. Will there be forms to complete for the decennial filing requirement?
- The 2011 decennial filing forms will be available on the forms page on December 30, 2010. Decennial reports should not be filed before January 1, 2011.