Pennsylvania Code
Pennsylvania Code & Bulletin
COMMONWEALTH OF PENNSYLVANIA

• No statutes or acts will be found at this website.

The Pennsylvania Bulletin website includes the following: Rulemakings by State agencies; Proposed Rulemakings by State agencies; State agency notices; the Governor’s Proclamations and Executive Orders; Actions by the General Assembly; and Statewide and local court rules.

PA Bulletin, Doc. No. 14-2077

NOTICES

DEPARTMENT OF STATE

Bureau of Corporations and Charitable Organizations; Proposed Official Forms

[44 Pa.B. 6295]
[Saturday, October 4, 2014]

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

A. Effective Date

 The proposed forms will be effective 30 days after publication in the Pennsylvania Bulletin.

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—745.12a). 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 revises three of the existing forms and instructions promulgated by the Department and currently published in the Pennsylvania Code. The need for these revisions is based on the Department's ongoing review of its forms and procedures.

DSCB:15-5306/7102 (Articles of Incorporation—Nonprofit)

 This form relates to the registration of a domestic nonprofit corporation or nonprofit cooperative corporation. Formerly DSCB:15-5306/7102B, the form is being renamed to reflect the proper statutory citation for the cooperative corporation provisions. Box 5 is being amended to clarify that all nonprofit corporations may be organized on a non-stock basis or a stock-share basis per 15 Pa.C.S. § 5306(a)(6) (relating to articles of incorporation). Box 6 is being amended to clarify the organization's choice to have members or no members. Box 6 is also being amended to better express the statement required under 15 Pa.C.S. § 5331 (relating to incorporation of unincorporated associations), wherein a statement that the incorporators constitute a majority of the members of the committee of the unincorporated association authorized to incorporate the association by the requisite vote required by the organic law of the association for the amendment of the organic law.

DSCB:15-8981/8211/8582 (Application for Registration—Foreign)

 This form relates to the registration of foreign limited liability companies, limited liability partnerships and limited partnerships. It conforms box 2 to the procedures for registration of a foreign corporation (DSCB:15-4124/6124—Application for Certificate of Authority). If the name of the foreign entity is not available, it may adopt an available name for use in this Commonwealth. As with foreign corporation registrations, the available name must be simultaneously registered under 54 Pa.C.S. §§ 301—332 (Fictitious Names Act) and the Bureau will cross-index both names in its records management database.

DSCB:15-8511 (Certificate of Limited Partnership)

 This form relates to the registration of domestic limited partnerships. It eliminates box 4, which is duplicative of the information provided in box 5, and conforms this form to other forms. Under 15 Pa.C.S. § 136(c) (relating to processing of documents by Department of State) and 15 Pa.C.S. § 8511(b) (relating to certificate of limited partnership) a document forming a limited partnership is effective upon filing in the Department unless a future effective date is specified for the formation of the limited partnership.

 The forms DSCB:15-5306/7102B, DSCB:15-8981/8211/8582 and DSCB:15-8511 and corresponding instructions, which are codified in 19 Pa. Code (relating to corporations and business associations), are being deleted and replaced with the revised forms DSCB:15-5306/7102, DSCB:15-8981/8211/8582 and DSCB:15-8511. 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.

F. Regulatory Review

 Under section 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 these 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.

CAROL AICHELE, 
Secretary










[Pa.B. Doc. No. 14-2077. Filed for public inspection October 3, 2014, 9:00 a.m.]


No part of the information on this site may be reproduced for profit or sold for profit.

This material has been drawn directly from the official Pennsylvania Bulletin full text database. Due to the limitations of HTML or differences in display capabilities of different browsers, this version may differ slightly from the official printed version.