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PA Bulletin, Doc. No. 24-1793

NOTICES

DEPARTMENT OF STATE

Bureau of Corporations and Charitable Organizations; Proposed Official Forms

[54 Pa.B. 8207]
[Saturday, December 14, 2024]

 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 January 1, 2025.

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 therefore are 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), referred to as the Commonwealth Documents Law (CDL).

C. Description of Proposed Revisions

 This proposal introduces two new forms based on the enactment of Act No. 122 of 2022, signed into law on November 3, 2022. Section 5 of Act 122 (relating to annual reports) became effective January 3, 2024. Under 15 Pa.C.S. § 146(c) and (h) (relating to annual report), annual reports begin with the calendar year after which an entity or association first becomes subject to this section, for example, January 1, 2025.

Form DSCB: 15-146 (Annual Report)

 This form is for the purpose of reporting the continued existence and operation of associations registered with the Department. The annual report requires the name, jurisdiction of formation, Department identifier number, registered office and principal office addresses, the name of at least one governor and the names and titles of the principal officers, if any. The types of domestic and foreign associations that must file an annual report include: business corporations; nonprofit corporations; limited liability companies; limited partnerships; limited liability general partnerships; electing partnerships; professional associations; and business trusts. The annual report deadlines for filing the report are based on the type of association. Corporations must file during the period from January 1 to June 30; limited liability companies must file between January 1 and September 30; all other association types must file in the period from January 1 to December 31. The fee for the annual report is $7 for associations with a for-profit purpose. Fees are not charged for annual reports filed by associations with a not-for-profit purpose. An annual report must be made each year, beginning with the calendar year after which an association first registers with the Department.

Form DSCB: 15-146(f) (Annual Report Update—Change in Information)

 This form is for the purpose of changing any information previously reported on an annual report (Form DSCB: 15-146). The annual report update allows the association to update information related to names of governors, names and titles of principal officers, registered office address and principal office address. This form may be used only to update a previously filed annual report made in the same calendar year. No fee is charged for this form.

 These forms and instructions will be published in 19 Pa. Code Appendix C. 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 have fiscal impact upon the Commonwealth, its political subdivisions and the private sector, a formal fiscal analysis was not conducted because this form is exempt from the requirements of section 612 of The Administrative Code of 1929.

E. Paperwork Requirements

 These forms effectuate a new mandatory filing and a new optional filing with the Department that were created by Act No. 122 of 2022.

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 Bureau 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, 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.

AL SCHMIDT, 
Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

[Pa.B. Doc. No. 24-1793. Filed for public inspection December 13, 2024, 9:00 a.m.]


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