Once Every 10 Years: The PA Decennial Filing
Once Every 10 Years: The PA Decennial Filing – What You Need to Know
Ten Years After – And I Don’t Know What to Do!
The late ‘60s era British blues rock band Ten Years After released the memorable “I’d Love To Change The World” that contained this notable lyric: “I’d love to change the world, but I don’t know what to do.”
That plaintive remark applies to the PA Decennial filing – back after its last release in 2011. You may have recently received a postcard from the PA Department of State regarding this report.
We want to help you know what to do about this interesting requirement for PA businesses.
The PA Decennial Filing: What it IS and what it is NOT
The Decennial Report IS: The Decennial Report IS a report of an entity’s continued existence or a report of continued use of certain marks. Decennial filings are made every ten years during the years ending with the numeral “1” (e.g. 2001, 2011, 2021.)
The legislative intent for requiring these filings is to identify business names and marks that are no longer in use, so that they may be reissued and placed back into the stream of commerce. The report is filed with the PA Department of State.
The Decennial Report is NOT:
• A PA tax filing for any purpose. Tax documents are filed more frequently with either the PA Department of Revenue OR for payroll taxes, the Department of Labor and Industry
• The annual renewal for PA charitable organizations. Those forms, typically Form BCO-10 or BCO-23, are filed annually and separately with the PA Bureau of Corporations and Charitable Organizations.
Who must file?
All Pennsylvania domestic and foreign business corporations, nonprofit corporations, LLCs, LPs, LLPs, and business trusts registered with the Department of State that have not made a new or amended filing with the Department of State from January 1, 2012, through December 31,
2021, must file a Decennial Report with the Department’s Bureau of Corporations and Charitable Organizations in 2021.
How do I know if my entity/organization must file?
Perhaps you received a postcard dated January 15, 2021 from the PA Department of State regarding notice of the decennial filing requirement to all affected associations or entities. The notice was made by mail at the registered office address of each entity, and contained a website link to the appropriate decennial filing forms and instructions. Searchable documents (links below) identify all association and marks that are required to file a decennial report in 2021. If, after checking those documents, an association or registrant of an insignia/mark is not sure whether it is required to file a decennial report, it may call the Bureau’s customer service line at (717) 787-1057.
Searchable business documents – PA Decennial Filing
- Business names: !-E: https://www.dos.pa.gov/BusinessCharities/Business/Resources/Documents/Decennial-Filing-PDF-1.pdf
- Business names: E-M: https://www.dos.pa.gov/BusinessCharities/Business/Resources/Documents/Decennial-Filing-PDF-2.pdf
- Business names: M-T: https://www.dos.pa.gov/BusinessCharities/Business/Resources/Documents/Decennial-Filing-PDF-3.pdf
- Business name: T-Z: https://www.dos.pa.gov/BusinessCharities/Business/Resources/Documents/Decennial-Filing-PDF-4.pdf
What forms need to be filed and when are they due?
There are two possible forms
For associations (domestic and foreign profit and non-profit corporations, limited liability companies, limited partnerships, limited liability partnerships that are not also limited partnerships, and business trusts), the form is the Decennial Report of Association Continued Existence [DSCB:54-503]. https://www.dos.pa.gov/BusinessCharities/Business/RegistrationForms/Documents/Updated%202017%20Registration%20Forms/Miscellaneous%20Forms/54-503%20Decennial%20Rpt%20of%20Assn%20Cont%20Exist.pdf
For insignias and “marks used with articles and supplies,” the form is Decennial Report - Insignia or Mark Used with Articles or Supplies [DSCB:54-1314/1515]. https://www.dos.pa.gov/BusinessCharities/Business/RegistrationForms/Documents/Updated%202017%20Registration%20Forms/Trademarks%20Insignias%20Marks%20used%20with%20Articles%20or%20Supplies/54-1314_1515%20Dec%20Rpt%20Insig-Mrk%20Usd%20w%20Art%20of%20Sup.pdf
Due date and filing fee
The applicable form can be filed anytime during 2021 but not later than December 31, 2021 and should be mailed to Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, P.O. Box 8722, Harrisburg, PA 17105-8722 along with a filing fee of $70 payable to the PA Department of State.
What happens if a business entity fails to file a Decennial Report during 2021?
A business entity to which this requirement applies that fails to file a Decennial Report during the 2021 calendar year loses the exclusive use of its name as of January 1, 2022. It will not cause a dissolution or termination of the business entity.
However, any other business entity may register the same or an otherwise conflicting name with the Department of State on or after January 1, 2022.
A business entity that failed to file a report during 2021 may still file the report in 2022 or beyond and the filing will reinstate its name on the register of the Department of State unless its name had been appropriated during the period of delinquency.
The PA Decennial Report: A tedious – but necessary - requirement
The PA Decennial Report filing is a tedious but necessary requirement for the use of a registered business name in Pennsylvania. Thankfully, it is only required every ten years. Please contact your Herbein consultant if you have questions regarding the report or if you need assistance.
Article compiled by Barry D. Groebel.
