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PA Bulletin, Doc. No. 17-185

NOTICES

DEPARTMENT OF STATE

Bureau of Corporations and Charitable Organizations; Proposed Official Forms

[47 Pa.B. 567]
[Saturday, January 28, 2017]

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

A. Effective Date

 The proposed forms will be effective on February 21, 2017.

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 revises 21 of the 68 existing forms and instructions promulgated by the Department relating to association and fictitious name filings under 15 Pa.C.S. (relating to corporations and unicorporated associations) and 54 Pa.C.S. (relating to names) and currently published in the Pennsylvania Code. This proposal also introduces 11 new forms. Finally, three forms are repealed. The need for these revisions is based on the passage of two acts by the General Assembly: the act of November 3, 2016 (P.L. 1053, No. 135) (Act 135) and the act of November 21, 2016 (P.L. 1328, No. 170) (Act 170), as well as the Department's ongoing review of its forms and procedures.

 Act 135 became effective on January 2, 2017. Act 135 exempts veterans and reservists who are starting a small business in this Commonwealth from the payment of a business fee. The Bureau is amending seven of its business formation forms to include a checkbox for veterans and reservists who are claiming the exemption and information about how to obtain the fee waiver in the instructions.

 Act 170 will be effective on February 21, 2017. Act 170 amends 15 Pa.C.S. and 54 Pa.C.S. to repeal and replace existing Commonwealth law on general partnerships, limited partnerships and limited liability companies with the most recent revisions of three acts promulgated by the Uniform Law Commission: the Uniform Partnership Act; the Uniform Limited Partnership Act; and the Uniform Limited Liability Company Act. Act 170 also includes amendments to Commonwealth law on limited liability partnerships and limited liability limited partnerships. Amendments were also made to general provisions of 15 Pa.C.S. and 54 Pa.C.S., including conforming amendments to 15 Pa.C.S. Part II, Subpart B (relating to Business Corporation Law of 1988) and 15 Pa.C.S. Part II, Subpart C (relating to Nonprofit Corporation Law of 1988).

 The result of Act 170 is that a significant number of the Bureau's forms require revision. The Bureau also developed 11 new forms to comply with Act 170. The Bureau is continuing its practice of numbering forms relating to the statutory title and section which authorize or require the filing. The Bureau's new and revised forms also maintain the more recently adopted practice of barcoding all forms and giving the option of e-mail return of filings. 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.


New Forms Required by Act 170

DSCB Form Number Form Name
15-8433 Certificate of Partnership Authority
15-8434 Certificate of Denial of Partnership Authority
15-8482(b)(2)(i) Certificate of Dissolution
15-8482(b)(2)(vi) Certificate of Termination
15-8636 Certificate of Negation
15-8681.1 Voluntary Termination by Partners (never transacted business)
15-8832 Certificate of Authority/Amend/Cancel
15-8833 Certificate of Denial
15-8872(b)(2)(i) Certificate of Dissolution—Domestic Limited Liability Company
15-8878 Voluntary Termination by Members/Organizers (never transacted business)
15-8898 Annual Benefit Report (Benefit LLC)

Form Amendments Required by Act 170

DSCB Form Number Form Name (New Name and Number if Applicable)
15-209 Application for Registration of Name of Nonregistered Foreign Association
15-412 Foreign Registration Statement
15-413 Amendment of Foreign Registration Statement
15-418 Transfer of Foreign Registration
15-1507/5507/ 8506/8906 Statement or Certificate of Change of Registered Office
(New number—15-1507/5507/8625/8825)
15-1971/5971 Articles of Dissolution Before Commencement of Business—Domestic Corporation
(New name—Voluntary Dissolution (Never Transacted Business) Domestic Business Corporation)
15-3331 Annual Benefit Report
15-8201A Statement of Registration—Domestic Registered Limited Liability Partnership
(new name—Statement of Registration—Domestic Limited Liability Partnership)
15-8201B/8201C Statement of Amendment/Termination—Domestic Registered Limited Liability Partnership
15-8221/8998 Certificate of Annual Registration
15-8511 Certificate of Limited Partnership
(new number 15-8621)
15-8512/8951 Certificate of Amendment—Limited Partnership/Limited Liability Company
(new number—15-8622/8822)
15-8524/8532 Certificate of Withdrawal by Partner
(new name and number—15-8474/8665 Certificate of Dissociation as General Partner)
15-8513 Certificate of Cancellation—Limited Partnership
(new name and number—15-8682(e) Certificate of Termination—Limited Partnership)
15-8913 Certificate of Organization—Domestic Limited Liability Company
(new number 15-8821)
15-8975 Certificate of Dissolution—Domestic Limited Liability Company
(new name and number—15-8872(f) Certificate of Termination—Domestic Limited Liability Company)
54-502 Registration of Unincorporated Association Name
(new name—Registration or Renewal of Unincorporated Association Name)

Form Amendments Required by Act 135

15-1306/2102/
2303/2703/2903/
3101/3303/7102
Articles of Incorporation (for profit)
15-5306/7102 Articles of Incorporation (nonprofit)
DSCB:54-311 Registration of Fictitious Name

Forms Deleted by Act 170

15-8205 Statement of Withdrawal from Registered Limited Liability Partnership
15-8515 Certificate Pursuant to Judicial Order—Limited Partnership
15-8519 Certificate of Summary of Record—Limited Partnership

Other Form Amendments

15-134A Docketing Statement—New

 The new and revised 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 the Commonwealth necessarily requires a filing with the Department. This proposal simply updates the sample forms relating to association and fictitious name filings to comply with current law.

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 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, Office of Chief Counsel, 306 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Pa.B. Doc. No. 17-185. Filed for public inspection January 27, 2017, 9:00 a.m.]


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