Title 15, CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

(a) General rule.--The Department of State shall be entitled to receive for services performed, as required by this title and other applicable provisions of law, such fees as are specified in or pursuant to Subchapter C (relating to Corporation Bureau and UCC fees). (b) Other ser…

The filing of articles or of any other papers or documents pursuant to the provisions of this title is required for the purpose of affording all persons the opportunity of acquiring knowledge of the contents thereof, but, except as otherwise provided by statute, no person shall b…

(a) General rule.--Information maintained or administered by or on behalf of a corporation or other association in the regular course of its business or activities, including shareholder or membership records, books of account and minute books, may be kept in record form. (b) Mea…

(a) General rule.--Where the registered office of a corporation or other association is stated to be in care of or is in fact in care of an agent who maintains the registered office for the corporation or other association and the agent changes its name or the location of its off…

(a) General rule.--Where any provision of this title authorizes or requires the inclusion of a registered office address in any document filed in the Department of State, the person filing the document may substitute in lieu thereof the term "c/o" followed by: (1) The name of an …

Unless displaced by the particular provisions of this title, the principles of law and equity, including, but not limited to, the law relating to principal and agent, estoppel, waiver, fraud, misrepresentation, duress, coercion, mistake, bankruptcy or other validating or invalida…

(a) General rule.--Except as set forth in subsection (b), this title modifies, limits and supersedes the Electronic Signatures in Global and National Commerce Act (Public Law 106-229, 15 U.S.C. § 7001 et seq.). (b) Exception.--This title does not do any of the following: (1) Modi…

(a) Requirements.--Unless otherwise provided in the organic rules of an entity or otherwise agreed between the sender and the recipient, an electronic communication is received when it: (1) enters an information processing system that the recipient has designated or uses for the …

(a) Permissible means.--Permissible means of delivery of a document in record form include: (1) personal delivery; (2) mail; (3) conventional commercial practice; and (4) electronic transmission. (b) Delivery to department.--Delivery to the department of a document in record form…

A domestic association other than a business corporation shall be subject to section 1510 (relating to certain specifically authorized debt terms) with respect to obligations, as defined in that section, governed by the laws of this Commonwealth or affecting real property situate…

As used in this subchapter, the term "this title" includes Titles 17 (relating to credit unions) and 54 (relating to names) and any other provision of law that: (1) makes reference to the powers and procedures of this subchapter; or (2) to the extent not inconsistent with this su…

(a) General rule.--The function of the Department of State under this title 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 papers relating to association affairs may be f…

(a) General rule.--The department has the power and authority reasonably necessary to enable it to administer this subchapter efficiently and to perform the functions specified in section 132 (relating to functions of Department of State), in 13 Pa.C.S. (relating to commercial co…

(a) General rule.--The department may, but shall not be required to, prescribe by regulation one or more official docketing statement forms designed to elicit from a person effecting a filing under this title information that the department has found to be necessary or desirable …

(a) General rule.--A document shall be accepted for filing by the department if it satisfies the following requirements: (1) The document purports on its face to relate to matters authorized or required to be filed under this title or contains a caption indicating that relationsh…

(a) Filing of documents.--Except as provided in subsection (f), if a document conforms to section 135 (relating to requirements to be met by filed documents) the Department of State shall forthwith file the document, certify that the document has been filed by endorsing upon the …

(a) General rule.--Whenever the Department of State rejects a document delivered for filing under this title, the original document or a copy thereof and any papers relating thereto may be delivered to the prothonotary or clerk of the court vested by or pursuant to Title 42 (rela…

(a) Filing of statement.--Whenever any document authorized or required to be delivered to the department for filing by any provision of this title has been so filed and is an inaccurate record of the action therein referred to or was defectively or erroneously executed, the docum…

(a) Requirement.--Except as provided in subsection (c) or (d), clearance certificates from the Department of Revenue and the Department of Labor and Industry, evidencing the payment by the association of all taxes and charges due the Commonwealth required by law, must be delivere…

(a) General rule.--Any orphan corporate and business record under the custody or control of a county, including the City and County of Philadelphia, may become a Commonwealth record in the manner provided in this section. The Department of State, with the concurrence of the count…

(a) General rule.--A document in record form delivered to the department for filing may be abandoned before it takes effect by delivering to the department for filing a statement of abandonment. (b) Requirements for statement of abandonment.--A statement of abandonment must: (1) …

(a) Affirmation of truth.--Signing a document delivered to the department for filing is an affirmation under the penalties provided in 18 Pa.C.S. § 4904 (relating to unsworn falsification to authorities) that the facts stated in the document are true in all material respects. (b)…

If a document that is delivered to the department for filing under this title and filed by the department contains inaccurate information at the time of delivery to the department, a person that suffers a loss by reliance on the information may recover damages for the loss from a…

(a) Petition.--If a person required by this title to sign a document or deliver a document to the department for filing under this title does not do so, another person that is aggrieved may petition the court to order: (1) the person to sign the document; (2) the person to delive…

(a) General rule.--On request of a person, the department shall issue: (1) a subsistence certificate for a domestic filing entity or domestic limited liability partnership; or (2) a certificate of registration for a registered foreign association. (b) Contents of certificate.--A …

(a) Required contents.--A domestic filing entity, domestic limited liability partnership, domestic electing partnership that is not a limited partnership or registered foreign association must deliver to the department for filing an annual report signed by the entity or associati…

(a) Short title.--This subchapter shall be known and may be cited as the Corporation Bureau and UCC Fee Law. (b) Application.--This subchapter contains an enumeration of fees to be charged by the bureau for services performed under this title or any other provision of law relatin…

The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise: "Ancillary transaction." Includes: (1) preclearance of document; (2) amendment of articles, charter, certificate or o…

(a) General rule.--The nonrefundable fees of the bureau, including fees for the public acts and transactions of the Secretary of the Commonwealth administered through the bureau, shall be as follows: (1) Domestic corporations: (i) Articles of incorporation, letters patent or simi…

(a) General rule.-- (1) The department shall not be required to receive or file any document or paper unless the same shall be accompanied by the proper fee, but the department may in its discretion permit the filing of any document or paper without first requiring payment of the…

(a) Corporation Bureau Restricted Account.--The Corporation Bureau Restricted Account, established under former section 814 of the act of April 9, 1929 (P.L.177, No.175), known as The Administrative Code of 1929, is continued. This account shall receive 30% of the amount received…

In statutes, regulations and orders, a reference to the Corporation Bureau shall be deemed a reference to the bureau. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 156.

(a) General rule.--Except as restricted by subsection (e), any association as defined in subsection (f) may become a domestic association by filing in the Department of State a statement of domestication. (b) Statement of domestication.--The statement of domestication shall be si…

2014 Repeal. Section 162 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.