Bureau of Corporations and Charitable Organizations; Proposed Official Forms [43 Pa.B. 5553]
[Saturday, September 14, 2013]The Department of State (Department), Bureau of Corporations and Charitable Organizations (Bureau) proposes to amend 19 Pa. Code Appendix B (relating to official forms) to read as set forth in the Annex A.
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—745.12a). 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 two new forms 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 July 9, 2013 (P. L. , No. 67) (Act 67), effective in part on September 7, 2013. Act 67 authorizes a new type of filing for unincorporated nonprofit associations, relating naming, amending and cancelling an agent for service of process. Act 67 also revises the information required on annual benefit reports and decreases the fee for change of registered office address. The new forms and alterations to existing forms implement these changes.
Form DSCB:15-9120 (Unincorporated Nonprofit Association—Agent for Service of Process)
This form is created in response to the new option for unincorporated nonprofit associations to appoint an agent to receive service of process, amend that appointment and cancel that appointment. The appointment, if elected by an unincorporated nonprofit association, is to be filed with the Department. The Department has created a form which comports with 15 Pa.C.S. § 9120 (relating to appointment of agent to receive service of process), which requires that both the unincorporated nonprofit association and the agent sign the appointment, amendment and cancellation.
Form DSCB:15-9120D (Unincorporated Nonprofit Association—Agent for Service of Process—Resignation of Agent)
This form is created in response to the new option for unincorporated nonprofit associations to appoint an agent to receive service of process. As part of this process, the agent may resign by delivering a resignation to the Department for filing and giving notice to the unincorporated nonprofit association. The Department has created a form which comports with 15 Pa.C.S. § 9120, which requires only the agent execute a resignation and is assigned a lower statutory fee than appointing, amending or cancelling an agent for service of process.
Form DSCB:15-3331 (Annual Benefit Report)
This form is amended in response to changes made by Act 67, which deleted the requirement to report the names of persons who own 5% or more of the outstanding shares of the benefit corporation on the annual benefit filed by benefit corporations. The Department has updated the form which comports with 15 Pa.C.S. § 3331 (relating to annual benefit report).
DSCB:15-1507/4144/5507/6144/8506/8906 (Statement or Certificate of Change of Registered Office)
This form exists to assist registered businesses in this Commonwealth to comply with the requirement that they notify the Department of any change in their registered office addresses. To encourage compliance with this obligation, Act 67 reduced the filing fee for change of registered office filings from $70 to $5. The Department also takes this opportunity to combine this form with DSCB:15-8906 (Certificate of Change of Registered Office—Limited Liability Company) so that there is one form for domestic associations and most foreign entities. The use of form DSCB:15-8906 will be discontinued.
The forms DSCB:15-3331, 15-1507/4144/5507/6144/8506 and DSCB:15-8906 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:15-3331 and DSCB:15-1507/4144/5507/6144/8506/8906. Forms DSCB:15-9120 and DSCB:15-9120D are new. All the 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 the act of October 24, 2012 (P. L. 1228, No. 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. 13-1703. Filed for public inspection September 13, 2013, 9:00 a.m.]
