DEPARTMENT OF STATE Corporation Bureau; Official Forms [42 Pa.B. 7215]
[Saturday, November 24, 2012]The Department of State (Department), Corporation Bureau (Bureau) proposes to amend 19 Pa. Code Appendix B (relating to official forms).
A. Effective Date
The proposed forms will be effective upon final-form 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 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—745.12). 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 introduces one new form and revises two 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 act of October 24, 2012 (P. L. 1228, No. 152) (Act 152), effective January 22, 2013. Act 152 authorizes a new type of business corporation called a benefit corporation. Corporations may file articles of incorporation to organize as a benefit corporation or may amend existing articles of incorporation to become a benefit corporation. Act 152 requires benefit corporations to file an annual benefit report with the Department of State.
DSCB:15-1306/2102/2303/2702/2903/3101/3303/7102 (Articles of Incorporation-For Profit)
This form relates to articles of incorporation for business corporations. The Department has updated and renamed the form so that it better comports with 15 Pa.C.S. § 1306 (relating to articles of incorporation) and contains elements required and authorized by 15 Pa.C.S. § 3303 (relating to formation of benefit corporations).
DSCB:15-2704/2904/3304 (Articles of Amendment-Domestic Business Corporation, Election of Manage- ment/Professional/Benefit Corporation Status)
This form relates to articles of amendment for business corporations. The Department has updated and renamed the form so that it comports with 15 Pa.C.S. § 3304 (relating to election of benefit corporation status).
Form DSCB:15-3331 (Annual Benefit Report)
This form is created in response to the new requirement for an annual benefit report to be filed with the Department by all benefit corporations. The Department has created a form which comports with 15 Pa.C.S. § 3331 (relating to annual benefit report).
Forms DSCB:15-1306/2102/2303/2702/2903/3101/7102 and DSCB:15-2704/2904 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:15-1306/2102/2303/2702/2903/3101/3303/7102 and DSCB:15-2704/2904/3304. Form DSCB:15-3331 is new. All the forms are set forth as follows. Even though Rule 2.10(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 other than that required by Act 152.
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, 301 North Office Building, Harrisburg, PA 17120 within 30 days following publication of this notice in the Pennsylvania Bulletin. Reference Corporation Bureau—Official Forms when submitting comments.
CAROL AICHELE,
Secretary
[Pa.B. Doc. No. 12-2286. Filed for public inspection November 21, 2012, 9:00 a.m.]
