Friday, January 7, 2011

Pennsylvania Decennial Filing

Friday, January 7, 2011
In November 2010, the Pennsylvania Department of State sent out notices with decennial filing requirements to entities registered to do business in Pennsylvania. Many are asking - "What is a decennial filing?"

Generally, a decennial filing is a report filed with the Pennsylvania Department of State which gives notice of an entity's continued existence or use of certain "marks". (54 Pa.C.S. § 503, § 1314, § 1515) It's a filing that ensures protection of the "corporate name". Decennial filings are made every ten years in years ending with the number "1" (e.g. 2011, 2021). The filing period for 2011 is January 1, 2011 through December 31, 2011, and the filing fee is $70.

If an entity fails to file a decennial report during the filing period noted above, it will no longer have exclusive use of its name effective January 1, 2012. The entity will continue to exist, but its name will become available to any entity registering to do business in the Commonwealth of Pennsylvania. If the entity files after December 31, 2011, the filing will reinstate the name of the entity unless its name has been appropriated during the period of delinquency. (54 Pa.C.S. § 504)

If an entity with a registered insignia or "mark used with articles and supplies" fails to file the report timely , that insignia or mark will no longer be deemed to be registered. Such registration may be restored only by filing an original application for registration. (54 Pa.C.S. § 1314(c); 1515(c))

"But I can't afford the $70 filing fee!" - there is an out for nonprofit corporations!

If a nonprofit corporation filed an "Annual Statement" with the Pennsylvania Department of State within the 10-year period from January 1, 2002 through December 31, 2011, then it does not have to file a 2011 Decennial Filing. An Annual Statement is required when there has been a change in officers of the nonprofit corporation; a requirement many nonprofit organizations fail to comply with.

If you are a Pennsylvania nonprofit corporation and want to protect your corporate name and/or registered insignia, but don't want to pay the $70 filing fee, then consider filing an Annual Statement if you changed officers in calendar year 2010. This Statement is due on or before April 30, 2011 (see Annual Statement - Nonprofit Corporation). By making this filing, the nonprofit corporation is giving notice to the PA Department of State that they are an active organization.

If you have any questions about your filing requirements or completion of the form, please contact Elko & Associates Ltd.


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