Every entity doing business in Pennsylvania, whether domestic or foreign, and whether a corporation, limited liability company, limited liability partnership, limited partnership or business trust, must register with the Pennsylvania Department of State (“Department”). One aspect of this registration ensures that the registered entity’s name will not be issued or claimed by another entity doing business in Pennsylvania. Specifically, upon the application by a new entity for registration with the Department, the name stated in the application is cross-referenced with the registered entity list to ensure that the proposed name is not already registered to an existing Pennsylvania entity.
This registered entity list maintained by the Department may include names of entities which have dissolved but which have failed to notify the Department regarding the dissolution. Accordingly, the Pennsylvania legislature has mandated a decennial filing to “clean-up” this registered entity list.
Every entity doing business in Pennsylvania is required to file every ten years during the years ending with a numeral “1”, such as 2011, a Decennial Report of Association Continued Existence (“Report”). The Report details the filing entity’s current name, address and registered agent to ensure the Department’s records are accurate. Further, the Report contains a statement that the entity continues to exist. However, if the entity has made or amended a filing with the Department within the past nine (9) years (January 1, 2002 – December 31, 2010), the entity is exempt from this filing for 2011.
So what’s the big deal? If your entity is required to file the 2011 Report and it fails to do so, your entity no longer has exclusive use of its name after December 31, 2011. That means that your entity still continues to exist but a new, unrelated applicant may apply for and be granted to use of your company name.
The Department will give notice to each entity required to file a 2011 Report via mail at the affected entity’s registered office. However, if either (a) the entity’s registered office on file is no longer current or (b) the Department makes an administrative error, the entity may not receive this notice. The Department has indicated that in 2011, it will provide a searchable database on its website that will identify all entities required to file a 2011 Report. Therefore, it is advisable that in early 2011, you visit the Department’s website, locate this database, and ascertain whether your company must file this 2011 Report.
If you have any questions, please contact Greg Allison at firstname.lastname@example.org to assist you in this regard.
Schneider Downs provides accounting, tax, wealth management, technology and business advisory services through innovative thought leaders who deliver the expertise to meet the individual needs of each client. Our offices are located in Pittsburgh, PA and Columbus, OH.
This advice is not intended or written to be used for, and it cannot be used for, the purpose of avoiding any federal tax penalties that may be imposed, or for promoting, marketing or recommending to another person, any tax-related matter.