Pennsylvania’s Corporation Bureau doesn’t require annual filings by Corporations, LLC or other entities to remain as active entities. To allow reuse of names for Companies no longer active, the State has a requirement for a decennial filing for companies every 10 years, if the Company has not made any filings with the Department of State during the prior decade. The Decennial filing is due the first year of each decade (that is 2021, 2031 etc.) The report is to be filed during the calendar year (January 1, 2021 to December 31, 2021.)
To alert existing organizations to the filing requirement, the Department of State is mailing postcards to advise that the Organization is required to the file the Decennial Report. For many of you, the postcard is more confusing than helpful. Also, many companies will find that the address on record with the Department of State, isn’t a current address and therefore won’t receive the postcard.
Who has to file a Decennial Report?
All domestic and foreign(not formed in Pennsylvania) 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 from January 1, 2012 thru December 31, 2021, must file a report that they continue to exist. This report must be filed with the Pennsylvania Department of State during the calendar year 2021. Fictitious names and trademarks are not required to make decennial filings.
So, entities formed after January 1, 2012 don’t have to file until 2031.
Also, if the entity filed an amended filing of any type, such as an amendment to the Articles of Organization, or an address change etc., they are exempted.
What is to be filed?
For associations (domestic and foreign profit and non-profit corporations, limited liability companies, limited partnerships, limited liability partnerships that are not also limited partnerships, and business trusts), the form is the Decennial Report of Association Continued Existence. This form must be completed and mailed with payment of $70.
For insignias and “marks used with articles and supplies,” the form is Decennial Report – Insignia or Mark Used with Articles or Supplies .
When is the Report to be filed?
The Decennial Report is required to be filed between January 1, 2021 and December 31, 2021.
What happens if no report is filed?
If no report is filed by an organization that is required to file a report, it no longer has exclusive use of its name on or after January 1, 2022. While the business entity continues to exist, its name becomes available for any corporation or other association registering to do business in the Commonwealth of Pennsylvania which may request it.
Do I need to file if I don’t receive notice?
Yes. The failure of the state to send you notice, or if the notice is sent to an old address, you are still required to file the Decennial Report.
Is filing my income tax return sufficient to maintain rights to the Organization’s name?
No, the requirement to file a Decennial Report with the Corporation Bureau is not related at all to any income tax filing that the Organization may file with the Department of Revenue.
How can I get help?
If you aren’t sure if you need to file or are looking for assistance in completing the forms or for other questions and issues in operating your Pennsylvania business corporations, non-profit corporations, limited liability companies, limited partnerships, limited liability partnerships contact us.