Section 11.13. Immediate certified copy

(a) If a duplicate copy, which may be either a signed or conformed copy, of articles or other document authorized or required by the code or related legislation to be filed in the Department is delivered to the Department with the original signed document, the Department is required by section 136(b) of the code (relating to processing of documents by Department of State) to compare the duplicate copy with the original signed document and, if it finds that they are identical, to certify the duplicate copy by making upon it the same endorsement that is required to appear upon the original, together with a further endorsement that the duplicate copy is a true copy of the original signed document, and to return the duplicate copy to the person who delivered it to the Department.

(b) If the duplicate copy is delivered by hand to the Department at Room 308, North Office Building, Harrisburg, at least 4 hours before the close of business on a day not a holiday and relates to a matter other than a filing made under 54 Pa.C.S. (relating to names) or the reservation or registration of a name under the code or 17 Pa.C.S. (relating to Credit Unions Code), and in the case of a document that creates an association, effects or reflects a change in name, or qualifies a foreign association to do business in this Commonwealth is accompanied by evidence that the name has been reserved or registered by or on behalf of the applicant, the Department before the close of business on that day will either:

(1) Certify the duplicate copy as required by this section and make the certified copy available at Room 308, North Office Building, Harrisburg, to or upon the order of the person who delivered it to the Department. In lieu of comparing the duplicate copy with the original signed document as provided in this paragraph, the Department may make a copy of the original signed document at the cost of the person who delivered it to the Department.

(2) Make available at Room 308, North Office Building, Harrisburg, to or upon the order of the person who delivered it to the Department a brief statement in writing of the reasons of the Department for refusing to certify the duplicate copy.

(c) A request for an immediate certified copy shall be accompanied by the expedited filing fee in § 3.27 (relating to immediate certified copy fee).

(d) It is the policy of the Department to facilitate the processing of submittals of certification requests whenever necessary to accommodate transactional deadlines. Parties contemplating major transactions, such as those relating to large registered corporations, are encouraged to advise the Office of the Secretary of the Commonwealth directly of the probable nature and timing of the transaction, in order to permit the Departmental management sufficient time to coordinate fully an appropriate and timely response to the related submittals or certification requests. A person who expects to make a submittal to the Department, or who will require Departmental certifications, with respect to an association which will require immediate or prompt action by the Department—for example, reincorporations, mergers, divisions, conversions, and the like—and which may involve novel or difficult administrative decisions by the personnel of the Department, are urged to preclear the document with the Department or otherwise afford the Department advance notice of the planned submittal or required certifications and the issues, if any, involved therein.

The provisions of this § 11.13 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

Notation

Cross References

This section cited in 19 Pa. Code § 3.27 (relating to immediate certified copy fee); and 19 Pa. Code § 11.16 (relating to summary judicial review of rejection of documents not involving examination of mark or insignia).