In the Commonwealth of Pennsylvania, corporate entities are not required to file annual reports. They are required, however, to file a decennial report during 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?
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 if a Company Fails 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 or claim by any company registering to do business in the Commonwealth of Pennsylvania. 54 Pa. C.S. § 504.
Another company registering your business name and reclaiming it for use can be quite expensive, and much like web domains can be taken by registration and held hostage by their new “owners,” there is nothing to stop the same practice with regard to corporate names. This stark reality is highlighted by the provision that a corporation or other association which has failed to file a report may do so at any later time, at which time filing shall reinstate the name of the association on the register of the Department of State unless its name has been appropriated during the period of the delinquency. 54 Pa. C.S. § 505.
The failure to file your decennial report could be a costly mistake.
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 completion of the required filing, the lawyers in the corporate department at The Lynch Law Group can assist with compliance.
Jacquelyn Core, an experienced member of The Lynch Law Group’s Corporate Practice.
Jacquelyn focuses on representing small, medium, and large enterprises in complex commercial transactions, including mergers and acquisitions. She also assists with contracts and compliance. Jacquelyn is available for consultations to structure, negotiate, and close deals in the COVID-19 environment and beyond, as well as to assist with corporate restructurings and other business needs. Please call (724) 776-8000 or email her directly at email@example.com to schedule a time to discuss your business needs.Share This: