Pennsylvania Administrative Code

§ 29.1. Applicability of registered corporation provisions. (a) Section 2502 of the BCL (relating to registered corporation status) provides that a registered corporation is a domestic business corporation that meets one of the following conditions: (1) Has a class or series of s…

§ 29.2. Action by partial written consent of shareholders. Section 2524 of the BCL (relating to consent of shareholders in lieu of meeting) authorizes the articles of incorporation of a registered corporation to provide that action by the shareholders may be taken without a meeti…

GENERAL PROVISIONS § 3.1. Filing fees required. (a) A document for which a filing is required to be charged will be received, but will not be deemed to be filed, until the filing fee required by statute or regulation has been paid. (b) Subsection (a) supersedes 1 Pa. Code § 33.21…

METHOD § 3.101. General. The fees and charges in Subchapter A (relating to fees and charges generally) shall be paid in a manner specified in this subchapter. Source The provisions of this § 3.101 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 199…

§ 3.102. Method of payment. (a) Fees, charges and Departmental invoices shall be paid, and deposit account deposits established by money order, certified check, bank cashier’s check or personal check, made payable to the Department of State. Cash payment will not be accepted. (b)…

§ 3.103. Extension of credit by the Department. (a) Credit will not be extended by the Department for filing fees. (b) A person eligible for credit under subsection (e) for other fees or charges may effect services on a credit basis, in whole or in part. The Department will prepa…

§ 3.104. Returned checks; effect on filing. (a) An entity which issues a check not honored by the institution on which it is drawn will be charged an additional $20 processing fee. (b) The Department will prepare and transmit to the entity an invoice showing the amount or balance…

§ 3.105. Credit card payment of fees. A credit card may be used in payment of the fees and charges in Subchapter A (relating to fees and charges generally). This service will not be available to the public until after the Department publishes notice in the Pennsylvania Bulletin t…

FORMS § 3.111. Official forms. The following official form has been promulgated under this subchapter and appears in Appendix A: Form DS: 3.104 (Statement of Unpaid Fee). Source The provisions of this § 3.111 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended A…

§ 3.2. Date of deposit as filing date. (a) If the Department rejects a document because of the lack of fees or if it fails to conform with § 11.11 (relating to requirements to be met by filed documents), the Department will notify the person who deposited the document of the reje…

FEES § 3.21. Copy fees. (a) An uncertified copy of a document filed in the Department will be furnished at a charge of $2 per page. (b) Subsection (a) supersedes 1 Pa. Code § 33.23 (relating to copy fees). Source The provisions of this § 3.21 adopted June 22, 1973, effective June…

§ 3.22. Certification fees. (a) The fee for certifying copies of a document or paper on file in the Department shall be the fee in § 3.21(a) (relating to copy fees), if the Department furnished the copy, and the fee in § 3.23(b) (relating to search fees), if the Department conduc…

§ 3.23. Search fees. (a) Uniform Commercial Code. The fee for making a search of Uniform Commercial Code records is $12 per debtor name plus $1 for each financing statement found and for each statement of assignment reported therein. (b) Other written searches. The fee for prepar…

§ 3.24. Invoicing fee. (a) The fee for invoicing unpaid fees, when the fee specified in this section is required by Subchapter B (relating to method of payment), is $5 per filing. (b) The fee for providing monthly statements is $5 per monthly statement. Source The provisions of t…

§ 3.25. Daily filing lists. The fee for providing listings or copies, or both, of microfilm of complete daily filings of a class of documents or papers is 25¢ per filing listed or set forth therein. Source The provisions of this § 3.25 adopted June 22, 1973, effective June 23, 19…

§ 3.26. Facsimile fee. (a) There is no charge for filing documents or requesting services by facsimile machine with the Department. (b) If the submitter or applicant requesting services has requested that the document or services be transmitted or returned by the Department by fa…

§ 3.27. Immediate certified copy fee. If the submitter requests an immediate certified copy within 4 hours of filing under § 11.13 (relating to immediate certified copy) and the Department either files the document and provides an immediate certified copy within the 4-hour period…

§ 3.28. Cooperative contract filing fees. (a) The fee for filing a cooperative contract is $100. (b) The fee for amending the cooperative contract or for another ancillary transaction is $52. Source The provisions of this § 3.28 adopted June 22, 1973, effective June 23, 1973, 3 P…

§ 3.29. Service of process. The fee for receiving service of process is $52 for each defendant named or served. Source The provisions of this § 3.29 adopted June 22, 1973, effective June 23, 1973, 3 Pa.B. 1164; amended April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993. Imme…

§ 3.3. Mode of payment of fees. (a) A fee or charge shall be paid as provided by Subchapter B (relating to method of payment). (b) Subsection (a) supersedes 1 Pa. Code § 33.22 (relating to mode of payment of fees). Source The provisions of this § 3.3 adopted June 22, 1973, effect…

§ 3.30. Uniform Commercial Code. (a) The fee for filing a financing statement with the Department of State under 13 Pa.C.S. (relating to the Uniform Commercial Code) is $84 regardless of the number of debtors or pages. (b) The fee for filing a financing statement with the county …

§ 3.31. Fictitious names. (a) The fee for filing a fictitious name registration or performing a service in connection with an ancillary transaction is $52. (b) As used in this section, the term ‘‘ancillary transaction’’ includes preclearance of document, applications of amendment…

§ 3.32. Marks, insignia and the like. (a) The fee for filing the registration of trademarks, service marks, insignia or marks used with articles or supplies, or performing a service in connection with an ancillary transaction is $52. (b) As used in this section, the term ‘‘ancill…

§ 3.33. Association filings generally. The fee for performing the following services are as follows: ServiceFee(in dollars) Reservation and Registration of Names Reservation of association name$ 52 Registration of foreign or other corporation name$ 52 Domestic Corporations Articl…

§ 3.34. Association ancillary transactions. (a) The fee for performing services relating to each ancillary transaction is $52. (b) As used in this section, the term ‘‘ancillary transaction’’ includes the following: (1) Preclearance of document. (2) Amendment of articles or charte…

§ 3.35. Unincorporated association name transactions. (a) The fee for filing an unincorporated association name registration or performing a service in connection with an ancillary transaction is $52. (b) As used in this section, the term ‘‘ancillary transaction’’ includes precle…

§ 3.36. Contingent domestication. (a) The fee for filing a statement of contingent domestication is $100 plus $1,200 for each year, or portion thereof, during which a contingent domestication or temporary domiciliary status is in effect. (b) The fee for providing a service in con…

FORMS § 31.101. Official forms. The following official form has been promulgated under this chapter and appears in Appendix A: Form DSCB:15-2704 (Articles of Amendment-Election of Management Corporation Status-Domestic Business Corporation). Source The provisions of this § 31.101…

§ 33.2. Incorporators. (a) One or more corporations or natural persons of full age may incorporate a professional corporation. (b) Section 2923(a) of the BCL (relating to issuance and retention of shares) provides that shares of a professional corporation may be beneficially owne…

§ 33.3. Name. (a) The requirements set forth in § 23.3 (relating to business corporation names) are not applicable to a professional corporation name if the name contains and is restricted to the name or the last name of one or more of the present, prospective or former sharehold…

§ 33.4. Stated purposes. Section 2903 of the BCL (relating to formation of professional corporations) provides as follows: (1) Except as provided in paragraph (2), a corporation may be incorporated as a professional corporation in the manner provided in the BCL only for the purpo…

FORMS § 33.51. Official forms. The following official forms have been promulgated under this chapter and appear in Appendix A: Form DSCB: 15-2904 (Articles of Amendment-Election of Professional Corporation Status-Domestic Business Corporation). Form DSCB: 15-2905 (Statement of El…

§ 41.10. Incorporation of an unincorporated association. Section 5331 of the NPCL (relating to unincorporated associations) provides that in the case of the incorporation as a nonprofit corporation of an unincorporated association the articles of incorporation shall contain, in a…

§ 41.101. Official forms. The following official forms have been promulgated under the provisions set forth in this chapter and appear in Appendix A: Form DSCB:15-5110 (Annual Statement-Nonprofit Corporation). Form DSCB:15-5306 (Articles of IncorporationDomestic Nonprofit Corpora…

§ 41.11. Advertisement. (a) Section 5307 of the NPCL (relating to advertisement) requires that the incorporators shall advertise their intention to file or the corporation shall advertise the filing of articles of incorporation in the Department one time in two newspapers publish…

§ 41.2. Incorporators. (a) One or more corporations or natural persons of full age may incorporate a nonprofit corporation. (b) A foreign corporation for profit or a foreign corporation not-for-profit may incorporate a nonprofit corporation. It is not necessary that the incorpora…

§ 41.3. Nonprofit corporation names. (a) Section 5303 of the NPCL (relating to corporate name) does not require that the corporate name of a nonprofit corporation contain a corporate designator such as Corporation, Corp., Company, Co., Incorporated, Inc., and the like. (b) The co…

§ 41.4. Stated purposes. (a) Section 5301 of the code (relating to purposes) provides that a nonprofit corporation may be incorporated for a lawful purpose including one or more of the following or similar purposes: (1) Athletic. (2) A lawful business purpose to be conducted on a…

§ 41.5. Term of existence. The term of existence of a nonprofit corporation may be limited in the articles of incorporation. Section 5306(a) of the NPCL (relating to articles of incorporation) provides that the duration of a corporation is perpetual absent a provision in the arti…

§ 41.51. Statement of summary of record. (a) A nonprofit corporation which was incorporated prior to February 13, 1973, and which desires to effect one or more of the following transactions with the Department shall submit Form DSCB:15-1311/5311/9305 (Statement of Summary of Reco…

§ 41.52. Annual report. (a) Section 5110 of the NPCL (relating to annual report) requires that the following corporations that have effected a change in their officers during the preceding calendar year file Form DSCB:15-5110 (Annual Statement-Nonprofit Corporation) on or before …

§ 41.6. Share structure. (a) Section 5306(a)(6) of the NPCL (relating to articles of incorporation) permits a nonprofit corporation to be organized on a stock share basis, in which case the articles of incorporation are required to set forth the aggregate number of shares which t…

§ 41.7. Corporations without members. Section 5306(a)(7) of the NPCL (relating to articles of incorporation) authorizes the articles of incorporation of a nonprofit corporation to specify that the corporation is to have no members. In that case, section 5751(b) of the NPCL (relat…

§ 41.8. Naming of the first directors in the articles. (a) The first directors of the corporation may, but are not required to be named in the articles of incorporation. (b) Section 5306(c) of the NPCL (relating to articles of incorporation) provides that the naming of directors …

§ 41.9. Other provisions in the articles. Section 5306(a) of the NPCL (relating to articles of incorporation) authorizes the articles of incorporation of a nonprofit corporation to contain other provisions consistent with the NPCL which the incorporator may choose to insert if on…

FORMS § 51.101. Official forms. The following official forms have been promulgated under this chapter and appear in Appendix A: Form DSCB:15-7102B (Articles of Incorporation—Nonprofit Cooperative Corporation). Note: Cooperative corporations for profit should use form DSCB:15-1306…

GENERAL § 61.1. Scope. (a) Chapter 41 of the BCL (relating to foreign business corporations), and this chapter apply to foreign corporations for profit, except the following: (1) One or more of the following institutions or similar Federally chartered institutions engaged in this…