Pennsylvania Administrative Code

§ 11.3. Functions of Department generally. The function of the Department under the code and related provisions of law is to act in a manner comparable to the offices of recorder of deeds under former provisions of law as an office of public record wherein articles and other pape…

§ 11.4. Subordination of code to regulatory laws. (a) Section 103(a) of the code (relating to subordination of title to regulatory laws) provides that the code is not intended to authorize a corporation or other association to do an act prohibited by a statute regulating the busi…

§ 11.5. Powers of Department generally. The code provides that the Department has the power and authority reasonably necessary to enable it to administer Chapter 1 Subchapter B of the code (relating to functions and powers of Department of State) efficiently and to perform the fu…

§ 11.6. Limited Departmental review function. (a) Except to the extent required to determine whether the document complies with § 11.11 (relating to requirements to be met by filed documents), the Department is prohibited by law from examining articles and other documents authori…

§ 11.7. Size, shape and physical characteristics of filed documents. Articles and other documents authorized or required to be filed in the Department under the code and related legislation shall be in a format as to size, shape and other physical characteristics prescribed by Ch…

§ 11.8. Specification of required number of copies of documents. Section 133(d) of the code (relating to powers of Department of State) provides that the Department is authorized to require by regulation the submission of not to exceed three conformed copies of a document in addi…

§ 11.9. Engrossed certificates. (a) Whenever the Department has taken action under the code or related legislation, the Department will, upon request and payment of the applicable fee therefor (see § 3.22(d) (relating to certification fees)), prepare and issue to a person entitle…

GENERALLY § 13.1. Applicability of general rules. Under 1 Pa. Code § 31.1 (relating to scope of part), 1 Pa. Code Part II (relating to the general rules of administrative practice and procedure) is applicable to the activities of and proceedings before the Corporation Bureau, exc…

§ 13.10. Names. A submittal shall comply with Chapter 17 (relating to names). Source The provisions of this § 13.10 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

§ 13.11. Addresses. A submittal shall comply with Chapter 19 (relating to registered offices and addresses). Source The provisions of this § 13.11 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

§ 13.12. Docketing statements. (a) One or more separate docketing statements shall be submitted with a submittal only if notice of the requirement appears on the official format for the filing published in this part. See also § § 11.10 and 13.51 (relating to docketing statements;…

§ 13.13. Tax clearance certificates. (a) A domestic association may not file one or more of the following documents in the Department unless the document is accompanied by tax clearance certificates from the Department of Revenue and the Office of Employment Security of the Depar…

§ 13.14. Governmental approvals. The following governmental approvals are required as a condition precedent to effecting the related filing in the Department (see § 11.11(a)(9) (relating to requirements to be met by filed documents)): (1) Banking Code of 1965. Under sections 1005…

§ 13.2. Information and special instructions. (a) Information as to procedures followed by and practice before the Bureau will be furnished upon written or telephone application to: Director Corporation Bureau Department of State Room 308 North Office Building Harrisburg, Pennsyl…

§ 13.3. Communications and filings generally. (a) Communications and filings should be addressed as follows: Corporation Bureau Department of State Room 308 North Office Building Harrisburg, Pennsylvania 17120-0029 (b) Communications should be accompanied by the following: (1) A …

SEARCHES AND INFORMATION § 13.31. Searches and information; telephone inquiries. (a) Upon request, the Department will search and report on the status of, and if requested, provide certified or uncertified copies of documents or information of record in the Corporation Bureau. Se…

§ 13.4. Acknowledgment of filing. (a) A stamped self-addressed postcard describing the submittal, or a self-addressed stamped envelope with a copy of the submittal, may be transmitted to the Department with a submittal tendered under this subpart. Upon filing of the submittal, th…

§ 13.5. Form. (a) Except as otherwise provided in this section, a submittal deposited with the Corporation Bureau for filing under this subpart shall conform to other applicable provisions of this subpart and be typewritten in characters not smaller than pica or printed in not le…

FORMS § 13.51. Official forms. The following official forms have been promulgated under this chapter and appears in Appendix A: (1) Form DSCB: 15-134A (Docketing Statement) (2) Form DSCB: 15-134B (Changes—Docketing Statement) Source The provisions of this § 13.51 adopted April 17…

§ 13.6. Incorporation by reference. (a) Except as otherwise provided by statute or by this part, a submittal may not incorporate by reference a document already on file in the Department. A document may incorporate another document forming a part of the same submittal. (b) Subsec…

§ 13.7. Single submittal covering more than one matter. (a) Except as otherwise provided by statute, a submittal may not combine documents relating to two or more distinct transactions, whether or not related. (b) Subsection (a) supersedes 1 Pa. Code § 33.4 (relating to single pl…

§ 13.8. Execution. (a) Except as otherwise required by statute, a submittal filed by a corporation or other association may be subscribed by an authorized officer of the corporation or other association. The corporate or other association seal may be affixed and attested but the …

§ 13.9. Number of copies. (a) Except as otherwise required by statute or this subpart, only one copy of a submittal and one copy of related correspondence shall be furnished to the Department. In this subpart and the related forms a reference to ‘‘two copies’’ or ‘‘file in duplic…

§ 15.1. Transfer of custody and management of orphan corporate and business records. (a) The Department of State is authorized, under 15 Pa.C.S. § 140, to provide for the transfer on a progressive and phased basis to the custody and management of the Department any or all orphan …

GENERAL § 17.1. General standards. (a) An association name may be in any language, but shall be expressed in Roman letters or characters or Arabic or Roman numerals. As to the use of ‘‘Inc.’’ or an equivalent corporate designator, see the discussion in this subpart under the appl…

§ 17.10. Insurance names. (a) In section 1303(c)(1)(iii) of the BCL (relating to corporate name) it is provided that the name of a business corporation may not imply that the corporation is an insurance company nor contain the words ‘‘annuity,’’ ‘‘assurance,’’ ‘‘beneficial,’’ ‘‘b…

REGISTRATION § 17.101. Registration of names of certain domestic associations. (a) A domestic corporation not-for-profit incorporated prior to May 16, 1923 may register its name under 54 Pa.C.S. Chapter 5 (relating to corporate and other association names) by filing with the Depa…

§ 17.102. Decennial filings. (a) Every corporation or other association which has its name registered under 54 Pa.C.S. Chapter 5 (relating to corporate and association names) is required by 54 Pa.C.S. § 503 (relating to decennial filings required), decennially, during the year 20…

§ 17.103. Notice of decennial filing requirements. Whenever a decennial filing is required to be made in the Department under § 17.102 (relating to decennial filings), the Department under section 132(d) of the code (relating to functions of Department of State) shall, not earlie…

§ 17.104. Registration of nonqualified foreign business or nonprofit corporation name. (a) Section 4131 of the BCL and section 6131 of the NPCL (relating to registration of name) provide that a nonqualified foreign corporation may register its name under 54 Pa.C.S. Chapter 5 (rel…

§ 17.11. Public utility names. (a) In section 1303(c)(1)(iv) of the BCL (relating to corporate name) it is provided that the name of a business corporation may not imply that the corporation is a public utility corporation, as defined in the BCL, furnishing electric or gas servic…

§ 17.12. Young Men’s Christian Association names. In section 5303(c)(1)(iv) of the NPCL (relating to corporate name) it is provided that the name of a nonprofit corporation may not contain the words ‘‘Young Men’s Christian Association’’ or other words implying that the corporatio…

FORMS § 17.141. Official forms. The following official forms have been promulgated under this subchapter and appear in Appendix A: Form DSCB:15-4131/6131 (Application for Registration of Name—Nonqualified Foreign Corporation). Form DSCB:54-502 (Application for Registration of Uni…

§ 17.2. Appropriation of the name of a senior corporation. (a) Section 802(a)(x) of the Banking Code (7 P. S. § 802(a)(x)) and section 1301(b)(1) of the BCL (relating to purposes) and section 5303(b)(1) of the NPCL (relating corporate name) provide that a junior corporation may a…

GENERAL PROVISIONS § 17.201. General checklist for registering fictitious names. (a) The following is a checklist for registration of a fictitious name: (1) Submit a written request to the Department to determine whether the proposed name is available for use. (2) If the proposed…

§ 17.202. Definitions. The following words and terms, when used in this subchapter, have the following meanings, unless the context clearly indicates otherwise: Business—A commercial or professional activity. Entity—An individual, corporation, association, partnership, joint-stoc…

§ 17.203. Voluntary and mandatory registration. (a) In 54 Pa.C.S. § 303(a) (relating to scope of chapter), it is provided that one or more entities may elect to register a fictitious name under 54 Pa.C.S. Chapter 3 (relating to Fictitious Names Act) for the purpose of establishin…

§ 17.204. General restrictions on name availability. (a) Although the registration of a fictitious name under this subchapter does not automatically prevent another party from using the same or a confusingly similar name for association use, the law does not permit the Department…

§ 17.205. Use of corporate designators. In 54 Pa.C.S. § 311(b) (relating to registration) it is provided that a registered fictitious name: (1) May not contain a corporate designator such as ‘‘corporate,’’ ‘‘incorporated’’ or ‘‘limited’’ or a derivation or abbreviation thereof un…

§ 17.206. Agent for effecting amendments. In 54 Pa.C.S. § § 311(c) and 312 (relating to registration; and amendment) it is provided that an applicant for registration of a fictitious name or an amendment thereof may designate one or more parties who are authorized to execute Form…

§ 17.207. Execution. (a) In 54 Pa.C.S. § 311(d) (relating to registration) it is provided that: (1) If the application for registration relates to an entity which includes one or more participants which are partnerships or other entities composed of two or more parties, it is not…

§ 17.208. Official advertising of fictitious names involving individual parties. (a) Proofs of publication may not be submitted with the Form DSCB:54-311 (Application for Registration of Fictitious Name) or another form submitted under this subchapter. In 54 Pa.C.S. § 311(g) (rel…

§ 17.209. Decennial filings. (a) Every registrant of a fictitious name is required by 54 Pa.C.S. § 321(a) (relating to decennial filings required) decennially, during the year 2000 and each year thereafter divisible by ten, to file in the Department Form DSCB:54-321 (Decennial Re…

§ 17.210. Notice of decennial filing requirements. Whenever a decennial filing is required to be made in the Department under § 17.209 (relating to decennial filings), the Department under section 132(d) of the code (relating to functions of Department of State) shall, not earlie…

§ 17.211. Effect of nonregistration on enforceability of contracts. (a) An entity which has failed to register a fictitious name as required by § 17.203 (relating to voluntary and mandatory registration) is not permitted by 54 Pa.C.S. § 331(b) (relating to contracts entered into …

§ 17.212. Effect of registration. (a) In 54 Pa.C.S. § 332(a) (relating to effect of registration), it is provided that registration under this subchapter imparts no legal right to the registering entity other than that the conducting of business by it under a fictitious name will…

FORMS § 17.251. Official forms. The following official forms have been promulgated under this subchapter and appear in Appendix A: Form DSCB:54-311 (Application for Registration of Fictitious Name). Form DSCB:54-312/313 (Application for Amendment, Cancellation or Withdrawal-Ficti…