In the Commonwealth of Pennsylvania, corporate entities are not required to file annual reports. They are required, however, to file a decennial report during the calendar year 2021.
What is a Decennial Report?
The decennial report is a report filed to indicate that a Pennsylvania entity continues to exist and that its name is still in use. Pennsylvania entities are required to file the decennial report, as the name suggests, every ten tears. The report must be filed in the years ending with “1”: for example, 2011, 2021, and 2031.
Decennial reports exist to allow the Commonwealth to identify business names and marks that are no longer in use so that the Commonwealth can reissue the names to other entities. Therein lies the danger: those not filing a report risk having their name placed back into the stream of commerce and eligible for use by another company.
Who Must File a Decennial Report?
All domestic and foreign business corporations, non-profit corporations, limited liability companies, limited partnerships, and limited liability partnerships, as well as business trusts, that have not made a new or amended filing with the Pennsylvania Bureau of Corporations and Charitable Organizations from January 1, 2012 through December 31, 2021 must file a report noting that they are still in existence. Fictitious names and trademarks are exempt from the requirement to file a decennial report.
What Are the Consequences of Failing to File?
If a company that is required to file fails to file a decennial report between January 1, 2021 and December 31, 2021, it will no longer have exclusive use of its name as of January 1, 2022. While the business entity continues to exist, its name becomes available for use by any company registered to do business in the Commonwealth of Pennsylvania that requests it. 54 Pa. C.S. § 504.
Another company registering your business name and claiming it for use can be an expensive event to attempt to remedy. Much like web domains, company names can be taken by another company and held hostage by their new “owners.”
Can a Company File Late?
A corporation or other association that has failed to file a report may do so at any later time, provided the name has not already been re-registered to another company. Such a filing will preserve the name of the association with the Corporations Bureau of the Department of State. 54 Pa. C.S. § 504
Be mindful that decennial filings cannot be submitted online or emailed to the Department and thus must be mailed to: PA Department of State, PO Box 8722, Harrisburg, PA 17105-8722
How Does a Company Know if it Needs to File?
Entities required to file should have received a postcard from the Commonwealth postmarked January 15, 2021, but many business owners report not having received them. The notices were to be mailed to the registered office address of each entity. Businesses should note that not receiving notice of a decennial filing requirement does not relieve a party of the obligation to make the decennial filing if required. 15 Pa. C.S. § 132(d).
If a company is unsure of its requirement to file a decennial report or needs assistance with the completion of the required filing, the lawyers in the corporate department at The Lynch Law Group can assist with compliance.