We’ve been fielding questions from various clients regarding the Pennsylvania Decennial Filing/Report. Many of our clients have received a postcard from the state outlining the requirements. Walz Group is here to discuss compliance on this matter.
The Pennsylvania Department of State has done a nice job explaining this filing/report through a Q&A. We’ve found this very helpful, especially several key areas which effect our clients:
Q. Who is required to file a decennial report in 2021?
A: All 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.
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 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.
- Any nonqualified foreign association which as registered its name pursuant to 15 Pa.C.S. § 209 (relating to registration of name of nonregistered foreign association).
- A 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).
Q. When are the above required to file the decennial report?
A: 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). 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?
A: By 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 (717) 787-1057.
Decennial Filing PDF 1 (file size: 50mb, pages 1-5000, Business names: !-E)
Decennial Filing PDF 2 (file size: 50mb, pages 5001-10,000, Business names: E-M)
Decennial Filing PDF 3 (file size: 50mb, pages 10,001-15,000, Business names: M-T)
Decennial Filing PDF 4 (file size: 22mb, pages 15,001-17,174, Business name: T-Z)
For the full Q&A, please visit: https://www.dos.pa.gov/Decennial-Filing.aspx