Generally, registering your corporation, limited liability company, or limited partnership with the Pennsylvania Corporation Bureau ensures that no other entity will be able to take on or use that name within the Commonwealth of Pennsylvania. While this is a boon to the business or nonprofit entity and its owners, the cumulative effect of this policy over time is that many names are now legally off-limits even though the entities using that name are no longer in operation.
As a result, beginning in 2001 and continuing every ten years thereafter, the Commonwealth requires a “Decennial Report” from every corporation, limited liability company, limited partnership, limited liability partnership and business trust that is not specially excepted from the requirement by statute. Entities excepted from the requirement include an entity that has made a new or amended filing with the Corporation Bureau during the prior 10 years (most filings establish this exception, however, prior decennial filings, name registrations, consents to use of a fictitious name, and a fictitious name filings do not) or a corporation that has reported its change of officers to the Corporation Bureau during that time period.
This year 2011 is a reporting year. Reports, if required, must be received on or after December 31, 2011. The Decennial Report itself is quite simple, requiring the name of the entity, information on the registered office (updated if necessary), and a statement that the entity continues to exist. There is a filing fee of $70.00 that must accompany the Report.
For those entities not within the exception, the consequence of not filing a decennial filing is that the entity will no longer have the exclusive use of its name beginning as of January 1, 2012. While the entity will still be able to use its name, someone else will be able to, also.
The Corporation Bureau tries to give fair warning of the Decennial Report requirement. In late 2010, the Bureau sent out notices and a form report to the registered offices of affected entities. However, irrespective of whether the notice was sent to an old address, was lost in the mail, or was not sent by the Bureau at all, the affected entity’s responsibility to file the Decennial Report is not waived. Thus, it is advisable that corporations, limited liability companies, limited partnerships and like entities check their records and review the reporting requirement to ensure that they have either met the requirement or to demonstrate that they are an exception from the requirement. The Corporation Bureau website also provides a method of searching the names of all affected entities.
— Rod Fluck