NOTICES

DEPARTMENT OF STATE

Bureau of Corporations and Charitable Organizations; Proposed Official Forms

[45 Pa.B. 2973]
[Saturday, June 13, 2015]

 The Department of State (Department), Bureau of Corporations and Charitable Organizations (Bureau) proposes to delete 19 Pa. Code Appendix B (relating to official forms) and republish all official forms as Appendix C (relating to official forms), to read as set forth in Annex A.

A. Effective Date

 The proposed forms will be effective on July 1, 2015.

B. Statutory Authority

 The Department has the authority to promulgate Bureau sample forms and instructions under 15 Pa.C.S. § 133 (relating to powers of Department of State). Section 133(a)(1) of 15 Pa.C.S. specifies that sample filing forms shall not be agency regulations and are therefore explicitly excluded from the requirements of section 612 of The Administrative Code of 1929 (71 P. S. § 232) and review under the Commonwealth Attorneys Act (71 P. S. §§ 732-101—732-506) and the Regulatory Review Act (71 P. S. §§ 745.1—745.14). Section 133(a)(1) of 15 Pa.C.S. does, however, require that the forms and instructions be subject to the opportunity for public comments under section 201 of the act of July 31, 1968 (P. L. 769, No. 240) (45 P. S. § 1201), known as the Commonwealth Documents Law (CDL).

C. Description of Proposed Revisions

 This proposal republishes all existing forms and instructions promulgated by the Department and currently published in the Pennsylvania Code. As of June 30, 2015, the Bureau had 74 forms relating to association and fictitious name filings, under 15 and 54 Pa.C.S. (relating to Associations Code; and names) and the Bureau's regulations in 19 Pa. Code (relating to corporations and business associations). This proposal contains 68 forms relating to 15 and 54 Pa.C.S. The Bureau has promulgated 17 new forms. Fifty-one forms have been amended or retained. Finally, the proposal deletes or replaces 23 of the former 74 forms. The eight Uniform Commercial Code forms are republished without change.

 The need for these revisions is based on two factors: the act of October 22, 2014 (P. L. 2640, No. 172) (relating to Association Transactions Act) (act) which is effective July 1, 2015; and the addition of a bar code to all forms. The act significantly alters 15 Pa.C.S. and many of the filings made with the Bureau. The act, based on the Model Entity Transactions Act, substantially rearranges 15 Pa.C.S. to consolidate the provisions of each entity law on names (new Chapter 2), on fundamental transactions (mergers, interest exchanges, conversions, divisions and domestications) (new Chapter 3) and registration of foreign entities (new Chapter 4). Current provisions in each entity law relating to these subjects are repealed. The result is that many of the Bureau's forms required revision. The Bureau also developed 17 new forms to comply with the act. The addition of bar coding of all forms will assist the Bureau in more efficiently processing the forms which are submitted to the Bureau.

 The Bureau has also added an e-mail return option at the top of each form to enable return of a document by e-mail, should the filer request this optional service. It should be noted that, like the filer return address which has appeared on forms and filed documents since at least 2001, the e-mail return address also will appear on the filed document and thus will be publically available as part of the filed document in the same manner.

 The Bureau has continued its practice of numbering forms relating to the statutory title and section which authorize or require the filing (for example Form DSCB:15-355 (Statement of Conversion) relates to 15 Pa.C.S. § 355 (relating to statement of conversion; effectiveness) and DSCB:54-311 (Application for Registration of Fictitious Name) relates to 54 Pa.C.S. § 311 (relating to registration). This numbering configuration does not apply to Uniform Commercial Code forms, which are not promulgated directly by the Department.

New Forms Required by Association Transactions Act

DSCB form number	Form name
15-133/145/153	Copy/Certification Request
15-141	Statement of Abandonment
15-152(1)	Preclearance of Document
15-153(a)(17)	Special Processing
15-208	Reservation of Name/Transfer of Reservation
15-209	Application for Registration of Name of Nonregistered Foreign Association
15-335	Statement of Merger
15-335AD	Statement of Merger—Addendum
15-345	Statement of Interest Exchange
15-355	Statement of Conversion
15-366	Statement of Division
15-366AD	Statement of Division—Addendum
15-375	Statement of Domestication
15-412	Foreign Registration Statement
15-413	Amendment—Foreign Registration Statement
15-415/417	Statement of Withdrawal—Foreign Registration
15-418	Transfer of Registration—Foreign

Form Amendments Required by Association Transactions Act

DSCB form number	Form name
15-134B	Docketing Statement—Changes
15-138	Statement of Correction
15-153(a)(15)	Expedited Service Request
15-161	Statement of Domestication—Other
15-1507/5507/ 8506/8906	Statement or Certificate of Change of Registered Office
15-1902/5902	Statement of Termination—Business/ Nonprofit Corporation
15-8975	Certificate of Dissolution—Domestic Limited Liability Company

 The remaining forms are not substantially revised other than the addition of bar coding and e-mail return options at the top of each form. All the forms are set forth in Annex A. Even though Rule 2.12(a) of the Pennsylvania Code and Bulletin Style Manual recommends that forms be referenced in regulations rather than adopted in regulations, 15 Pa.C.S. § 133 requires that the forms and instructions be published in the Pennsylvania Code.

D. Fiscal Impact

 Although this proposal would not have measurable fiscal impact upon the Commonwealth, its political subdivisions or the private sector, a formal fiscal analysis was not conducted because these forms are exempt from section 612 of The Administrative Code of 1929.

E. Paperwork Requirements

 This proposal would not create new paperwork. The incorporation or formation of most associations in this Commonwealth necessarily requires a filing with the Department. This proposal simply updates the sample forms relating to association and fictitious name filings.

F. Regulatory Review

 Under 15 Pa.C.S. § 133(a), sample forms are exempt from the requirements of the Regulatory Review Act, but shall be subject to the opportunity of public comment requirement under section 201 of the CDL.

G. Public Comment

 Under 15 Pa.C.S. § 133(a)(1), which requires that publication of the forms be subject to the opportunity for public comment, the Department invites interested persons to submit written comments, suggestions or objections regarding this proposal to Martha H. Brown, Assistant Counsel, Department of State, 301 North Office Building, Harrisburg, PA 17120, within 30 days following publication of this notice in the Pennsylvania Bulletin. Reference Bureau of Corporations and Charitable Organizations—Official Forms when submitting comments.

PEDRO A. CORTÉS, 
Secretary

Annex A

TITLE 19. CORPORATIONS AND BUSINESS ASSOCIATIONS

PART I. DEPARTMENT OF STATE

APPENDIX B. [OFFICIAL FORMS] (Reserved)

 (Editor's Note: The Bureau is reserving 19 Pa. Code Appendix B, pages Appx. 3—Appx. 226, serial pages (374641), (374642), (368555), (368556), (356223), (284505), (284506), (356117)—(356122), (366607)—(366612), (284519)—(284524), (356125), (356127), (356128), (284529), (284530), (366613), (366614), (284533)—(284536), (368557)—(368560), (284541)—(284546), (371611), (371612), (284547)—(284550), (356129)—(356132), (284555)—(284598), (366615)—(366618), (284603), (284604), (356133), (356134), (284607)—(284610), (356135)—(356138), (368561)—(368564), (366623)—(366626), (356141), (356142), (284621)—(284638), (356143)—(356145), (284643)—(284646), (374643)—(374648), (284653), (284654), (366627), (366628), (284659)—(284664), (356147)—(356149), (374649)—(374652), (284673)—(284696), (356151)—(356154), (284701), (284702), (368565), (368566), (284707)—(284722), (368567)—(368571), (366629), (366630) and (356227)—(356240), and replacing them with the following forms adopted in 19 Pa. Code Appendix C.)

APPENDIX C. OFFICIAL FORMS

 (Editor's Note: The following forms are new and printed in regular type to enhance readability.)

DSCB form number	Form name
Title 15 forms
15-108	Statement of Change of Registered Office by Agent
15-133/145/153	Copy/Certification Request
15-134A	Docketing Statement—New Entity
15-134B	Docketing Statement—Changes
15-138	Statement of Correction
15-141	Statement of Abandonment
15-152(1)	Preclearance of Document
15-153(a)(15)	Expedited Service Request
15-153(a)(17)	Special Processing
15-154	Statement of Unpaid Fee
15-161	Statement of Domestication—Other
15-208	Reservation of Name/Transfer of Reservation
15-209	Application for Registration of Name of Nonregistered Foreign Association
15-335	Statement of Merger
15-335AD	Statement of Merger—Addendum
15-345	Statement of Interest Exchange
15-355	Statement of Conversion
15-366	Statement of Division
15-366AD	Statement of Division—Addendum
15-375	Statement of Domestication
15-412	Foreign Registration Statement
15-413	Amendment of Foreign Registration Statement
15-415/417	Statement of Withdrawal—Foreign Registration
15-418	Transfer of Registration—Foreign
15-1306/2102/ 2303/2702/2903/ 3101/3303/7102	Articles of Incorporation—For Profit
15-1311/5311/9305	Statement of Summary of Record
15-1341/5341	Statement of Revival—Domestic Corporation
15-1507/5507/ 8506/8906	Statement or Certificate of Change of Registered Office
15-1522	Statement with Respect to Shares— Domestic Business Corporation
15-1902/5902	Statement of Termination—Domestic Corporation
15-1915/5915	Articles of Amendment—Domestic Corporation
15-1971/5971	Articles of Dissolution Before Commencement of Business—Domestic Corporation
15-1977/5977	Articles of Dissolution—Domestic Corporation
15-1989/5989	Articles of Involuntary Dissolution—Domestic Corporation
15-2104/2305	Articles of Amendment—Domestic Business Corporation—Election of Nonstock Status/Statutory Close Status
15-2309A/2309B	Domestic Business/Statutory Close Corporation—Breach or Cure of Breach of Qualifying Conditions
15-2704/2904/3304	Articles of Amendment—Domestic Business Corporation—Election of Management/Professional/Benefit Corporation Status
15-2905	Statement of Election of Professional Corporation Status
15-3331	Annual Benefit Report
15-5110	Annual Statement—Nonprofit Corporation
15-5306/7102	Articles of Incorporation—Nonprofit
15-7104/7105/ 7106/7107	Articles of Amendment—Election/ Termination of Cooperative Corporation Status
15-8201A	Statement of Registration—Domestic Registered Limited Liability Partnership
15-8201B/8201C	Statement of Amendment/ Termination—Domestic Registered Limited Liability Partnership
15-8205	Statement of Withdrawal from Registered Limited Liability Partnership
15-8221/8998	Certificate of Annual Registration
15-8511	Certificate of Limited Partnership
15-8512/8951	Certificate of Amendment—Limited Partnership/Limited Liability Company
15-8513	Certificate of Cancellation—Limited Partnership
15-8515	Certificate Pursuant to Judicial Order—Limited Partnership
15-8519	Certificate of Summary of Record—Limited Partnership
15-8524/8532	Certificate of Withdrawal by Partner
15-8701A/8701B/ 8701C	Statement of Election/Amendment/ Termination—Partnership
15-8913	Certificate of Organization— Domestic Limited Liability Company
15-8975	Certificate of Dissolution—Domestic Limited Liability Company
15-9120	Unincorporated Nonprofit Association—Agent for Service of Process—Appointment/ Amendment/Cancellation
15-9120D	Unincorporated Nonprofit Association—Agent for Service of Process—Resignation of Agent
19 Pa. Code forms
19-17.2	Consent to Appropriation of Name
Title 54 forms
54-311	Application for Registration of Fictitious Name
54-312/313	Fictitious Name—Amendment, Withdrawal, Cancellation
54-502	Application for Registration of Unincorporated Association Name
54-503	Decennial Report of Association Continued Existence
54-506	Statement of Termination of Registration of Association Name
54-1112	Application for Registration of Trademark or Service Mark
54-1114/1115	Application for Renewal/Assignment of Registration of Trademark or Service Mark
54-1311/1312	Registration/Amendment of Insignia
54-1314/1515	Decennial Report of Insignia or Mark Used With Articles or Supplies
54-1511/1512	Registration/Amendment of Mark Used with Articles or Supplies
Title 13 forms
UCC1	Uniform Commercial Code— Financing Statement
UCC1Ad	Uniform Commercial Code— Financing Statement Addendum
UCC1AP	Uniform Commercial Code— Financing Statement Additional Party
UCC3	Uniform Commercial Code— Financing Statement Amendment
UCC3Ad	National Uniform Commercial Code—Financing Statement Amendment Addendum
UCC3AP	Uniform Commercial Code— Financing Statement Amendment Additional Party
UCC5	Information Statement
UCC11	Information Request

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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