DEPARTMENT OF STATE Bureau of Corporations and Charitable Organizations; Proposed Official Forms [45 Pa.B. 2973]
[Saturday, June 13, 2015]The Department of State (Department), Bureau of Corporations and Charitable Organizations (Bureau) proposes to delete 19 Pa. Code Appendix B (relating to official forms) and republish all official forms as Appendix C (relating to official forms), to read as set forth in Annex A.
A. Effective Date
The proposed forms will be effective on July 1, 2015.
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 republishes all existing forms and instructions promulgated by the Department and currently published in the Pennsylvania Code. As of June 30, 2015, the Bureau had 74 forms relating to association and fictitious name filings, under 15 and 54 Pa.C.S. (relating to Associations Code; and names) and the Bureau's regulations in 19 Pa. Code (relating to corporations and business associations). This proposal contains 68 forms relating to 15 and 54 Pa.C.S. The Bureau has promulgated 17 new forms. Fifty-one forms have been amended or retained. Finally, the proposal deletes or replaces 23 of the former 74 forms. The eight Uniform Commercial Code forms are republished without change.
The need for these revisions is based on two factors: the act of October 22, 2014 (P. L. 2640, No. 172) (relating to Association Transactions Act) (act) which is effective July 1, 2015; and the addition of a bar code to all forms. The act significantly alters 15 Pa.C.S. and many of the filings made with the Bureau. The act, based on the Model Entity Transactions Act, substantially rearranges 15 Pa.C.S. to consolidate the provisions of each entity law on names (new Chapter 2), on fundamental transactions (mergers, interest exchanges, conversions, divisions and domestications) (new Chapter 3) and registration of foreign entities (new Chapter 4). Current provisions in each entity law relating to these subjects are repealed. The result is that many of the Bureau's forms required revision. The Bureau also developed 17 new forms to comply with the act. The addition of bar coding of all forms will assist the Bureau in more efficiently processing the forms which are submitted to the Bureau.
The Bureau has also added an e-mail return option at the top of each form to enable return of a document by e-mail, should the filer request this optional service. 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.
The Bureau has continued its practice of numbering forms relating to the statutory title and section which authorize or require the filing (for example Form DSCB:15-355 (Statement of Conversion) relates to 15 Pa.C.S. § 355 (relating to statement of conversion; effectiveness) and DSCB:54-311 (Application for Registration of Fictitious Name) relates to 54 Pa.C.S. § 311 (relating to registration). This numbering configuration does not apply to Uniform Commercial Code forms, which are not promulgated directly by the Department.
New Forms Required by Association Transactions Act
DSCB form number Form name 15-133/145/153 Copy/Certification Request 15-141 Statement of Abandonment 15-152(1) Preclearance of Document 15-153(a)(17) Special Processing 15-208 Reservation of Name/Transfer of Reservation 15-209 Application for Registration of Name of Nonregistered Foreign Association 15-335 Statement of Merger 15-335AD Statement of Merger—Addendum 15-345 Statement of Interest Exchange 15-355 Statement of Conversion 15-366 Statement of Division 15-366AD Statement of Division—Addendum 15-375 Statement of Domestication 15-412 Foreign Registration Statement 15-413 Amendment—Foreign Registration Statement 15-415/417 Statement of Withdrawal—Foreign Registration 15-418 Transfer of Registration—Foreign Form Amendments Required by Association Transactions Act
DSCB form number Form name 15-134B Docketing Statement—Changes 15-138 Statement of Correction 15-153(a)(15) Expedited Service Request 15-161 Statement of Domestication—Other 15-1507/5507/ 8506/8906 Statement or Certificate of Change of Registered Office 15-1902/5902 Statement of Termination—Business/
Nonprofit Corporation15-8975 Certificate of Dissolution—Domestic Limited Liability Company The remaining forms are not substantially revised other than the addition of bar coding and e-mail return options at the top of each form. 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. The incorporation or formation of most associations in this Commonwealth necessarily requires a filing with the Department. This proposal simply updates the sample forms relating to association and fictitious name filings.
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 the 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.
PEDRO A. CORTÉS,
SecretaryAnnex A TITLE 19. CORPORATIONS AND BUSINESS ASSOCIATIONS PART I. DEPARTMENT OF STATE APPENDIX B. [OFFICIAL FORMS] (Reserved) (Editor's Note: The Bureau is reserving 19 Pa. Code Appendix B, pages Appx. 3—Appx. 226, serial pages (374641), (374642), (368555), (368556), (356223), (284505), (284506), (356117)—(356122), (366607)—(366612), (284519)—(284524), (356125), (356127), (356128), (284529), (284530), (366613), (366614), (284533)—(284536), (368557)—(368560), (284541)—(284546), (371611), (371612), (284547)—(284550), (356129)—(356132), (284555)—(284598), (366615)—(366618), (284603), (284604), (356133), (356134), (284607)—(284610), (356135)—(356138), (368561)—(368564), (366623)—(366626), (356141), (356142), (284621)—(284638), (356143)—(356145), (284643)—(284646), (374643)—(374648), (284653), (284654), (366627), (366628), (284659)—(284664), (356147)—(356149), (374649)—(374652), (284673)—(284696), (356151)—(356154), (284701), (284702), (368565), (368566), (284707)—(284722), (368567)—(368571), (366629), (366630) and (356227)—(356240), and replacing them with the following forms adopted in 19 Pa. Code Appendix C.)
APPENDIX C. OFFICIAL FORMS (Editor's Note: The following forms are new and printed in regular type to enhance readability.)
DSCB form number Form name Title 15 forms 15-108 Statement of Change of Registered Office by Agent 15-133/145/153 Copy/Certification Request 15-134A Docketing Statement—New Entity 15-134B Docketing Statement—Changes 15-138 Statement of Correction 15-141 Statement of Abandonment 15-152(1) Preclearance of Document 15-153(a)(15) Expedited Service Request 15-153(a)(17) Special Processing 15-154 Statement of Unpaid Fee 15-161 Statement of Domestication—Other 15-208 Reservation of Name/Transfer of Reservation 15-209 Application for Registration of Name of Nonregistered Foreign Association 15-335 Statement of Merger 15-335AD Statement of Merger—Addendum 15-345 Statement of Interest Exchange 15-355 Statement of Conversion 15-366 Statement of Division 15-366AD Statement of Division—Addendum 15-375 Statement of Domestication 15-412 Foreign Registration Statement 15-413 Amendment of Foreign Registration Statement 15-415/417 Statement of Withdrawal—Foreign Registration 15-418 Transfer of Registration—Foreign 15-1306/2102/ 2303/2702/2903/ 3101/3303/7102 Articles of Incorporation—For Profit 15-1311/5311/9305 Statement of Summary of Record 15-1341/5341 Statement of Revival—Domestic Corporation 15-1507/5507/ 8506/8906 Statement or Certificate of Change of Registered Office 15-1522 Statement with Respect to Shares—
Domestic Business Corporation15-1902/5902 Statement of Termination—Domestic Corporation 15-1915/5915 Articles of Amendment—Domestic Corporation 15-1971/5971 Articles of Dissolution Before Commencement of Business—Domestic Corporation 15-1977/5977 Articles of Dissolution—Domestic Corporation 15-1989/5989 Articles of Involuntary Dissolution—Domestic Corporation 15-2104/2305 Articles of Amendment—Domestic Business Corporation—Election of Nonstock Status/Statutory Close Status 15-2309A/2309B Domestic Business/Statutory Close Corporation—Breach or Cure of Breach of Qualifying Conditions 15-2704/2904/3304 Articles of Amendment—Domestic Business Corporation—Election of Management/Professional/Benefit Corporation Status 15-2905 Statement of Election of Professional Corporation Status 15-3331 Annual Benefit Report 15-5110 Annual Statement—Nonprofit Corporation 15-5306/7102 Articles of Incorporation—Nonprofit 15-7104/7105/ 7106/7107 Articles of Amendment—Election/
Termination of Cooperative Corporation Status15-8201A Statement of Registration—Domestic Registered Limited Liability Partnership 15-8201B/8201C Statement of Amendment/
Termination—Domestic Registered Limited Liability Partnership15-8205 Statement of Withdrawal from Registered Limited Liability Partnership 15-8221/8998 Certificate of Annual Registration 15-8511 Certificate of Limited Partnership 15-8512/8951 Certificate of Amendment—Limited Partnership/Limited Liability Company 15-8513 Certificate of Cancellation—Limited Partnership 15-8515 Certificate Pursuant to Judicial Order—Limited Partnership 15-8519 Certificate of Summary of Record—Limited Partnership 15-8524/8532 Certificate of Withdrawal by Partner 15-8701A/8701B/ 8701C Statement of Election/Amendment/
Termination—Partnership15-8913 Certificate of Organization—
Domestic Limited Liability Company15-8975 Certificate of Dissolution—Domestic Limited Liability Company 15-9120 Unincorporated Nonprofit Association—Agent for Service of Process—Appointment/
Amendment/Cancellation15-9120D Unincorporated Nonprofit Association—Agent for Service of Process—Resignation of Agent 19 Pa. Code forms 19-17.2 Consent to Appropriation of Name Title 54 forms 54-311 Application for Registration of Fictitious Name 54-312/313 Fictitious Name—Amendment, Withdrawal, Cancellation 54-502 Application for Registration of Unincorporated Association Name 54-503 Decennial Report of Association Continued Existence 54-506 Statement of Termination of Registration of Association Name 54-1112 Application for Registration of Trademark or Service Mark 54-1114/1115 Application for Renewal/Assignment of Registration of Trademark or Service Mark 54-1311/1312 Registration/Amendment of Insignia 54-1314/1515 Decennial Report of Insignia or Mark Used With Articles or Supplies 54-1511/1512 Registration/Amendment of Mark Used with Articles or Supplies Title 13 forms UCC1 Uniform Commercial Code—
Financing StatementUCC1Ad Uniform Commercial Code—
Financing Statement AddendumUCC1AP Uniform Commercial Code—
Financing Statement Additional PartyUCC3 Uniform Commercial Code—
Financing Statement AmendmentUCC3Ad National Uniform Commercial Code—Financing Statement Amendment Addendum UCC3AP Uniform Commercial Code—
Financing Statement Amendment Additional PartyUCC5 Information Statement UCC11 Information Request 
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[Pa.B. Doc. No. 15-1148. Filed for public inspection June 12, 2015, 9:00 a.m.]
