DEPARTMENT OF STATE Corporation Bureau; Official Forms [42 Pa.B. 7869]
[Saturday, December 29, 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 are 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 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 on January 22, 2013. Act 152 authorizes a new type of business corporation called a benefit corporation. Amended forms for articles of incorporation to organize as a benefit corporation and amendment of existing articles of incorporation to become a benefit corporation, as well as a new form for an annual benefit report, were published at 42 Pa.B. 7215 (November 24, 2012). Further existing forms which require revision are the Application for Certificate of Authority and the Docketing Statement.
DSCB:15-4124/6124 (Application for Certificate of Authority)
This form relates to the registration of a foreign corporation. If formed in a state that authorizes the formation of benefit corporations, the foreign corporation may register as a foreign benefit corporation in this Commonwealth. The Department has updated the Application for Certificate of Authority form so that it contains the option of benefit corporation in section 8.
DSCB:15-134A (Docketing Statement)
This form relates to the docketing statement authorized by 15 Pa.C.S. § 134 (relating to docketing statement). The Department proposes to update the form so that it provides the option of benefit corporation for both domestic and foreign entities which may be registering with the Department for the first time.
The forms DSCB:15-4124/6124 and DSCB:15-134A and corresponding instructions, which are codified in 19 Pa. Code (relating to corporations and business associations), are proposed to be deleted and replaced with the revised forms of the same names. Both forms are set forth in Annex A. 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 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 com- ment requirement under section 201 of the CDL.
G. Public Comment
Under 15 Pa.C.S. § 133(a)(1), which requires that pub- lication 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. 12-2541. Filed for public inspection December 28, 2012, 9:00 a.m.]
