With the start of a new year, 2021 brings an often forgotten and overlooked requirement for many business entities that are formed under the laws of the Commonwealth of Pennsylvania: the decennial report. The decennial report is a report of an entity’s continued existence. The report, which is filed every ten years during the years ending with the numeral “1” (e.g. 2011 and 2021), helps the Pennsylvania Department of State (“PA DOS”) identify business names that are no longer in use, so that they may be reissued and placed back into the stream of commerce.
What Is The Decennial Report?
The current decennial report must be filed at any point during the 2021 calendar year by all non-exempt (i) domestic and foreign business corporations, (ii) non-profit corporations, (iii) limited liability companies, (iv) limited partnerships, (v) limited liability partnerships that are not also limited partnerships and (vi) business trusts. Fictitious names are excluded from the requirement.
The decennial report form, Decennial Report of Association Continued Existence, must be completed and mailed with $70.00 payment made payable to the PA DOS.
Four searchable documents are available on the Bureau of Corporations and Charitable Organizations’ (“Bureau”) website that identifies all entities that are required to file a decennial report in 2021. Further, on January 15, 2021 notice was mailed to all affected entities at the registered office address of each such entity, and contained a website link to the appropriate decennial filing forms and instructions.
Are There Exceptions?
Yes, the following entities do not need to file the decennial report:
- 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 at any point from January 1, 2012 through 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 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 PA DOS by the Pennsylvania Department of Revenue during the preceding ten years under 15 Pa.C.S. § 1110 (relating to annual report information).
Consequences for Not Filing the Decennial Report
If any non-exempt entity fails to file a decennial report during the filing period from January 1, 2021 through December 31, 2021, it will no longer have exclusive use of its name on or after January 1, 2022. While the business entity will continue to exist, its name will become available for any corporation or other association registering to do business in the Commonwealth of Pennsylvania which may request it.
An entity which has failed to file the decennial report during the 2021 calendar year may do so at any later time, which filing shall reinstate the name of the entity on the register of the PA DOS unless its name has been appropriated during the period of the delinquency.
Matthew C. Cooper is an attorney in MacElree Harvey’s Business Department specializing in business and corporate law. He counsels businesses of various sizes and industries through all stages of the business life cycle, including representing management and boards of directors by helping them stay compliant with the ever-changing landscape of corporate law. Matthew frequently represents businesses in private financings, and is a trusted adviser to lenders and borrowers in commercial lending transactions. If you have any corporate or business law needs, please contact Matthew C. Cooper at (610) 840-0279 or [email protected].
