Once a decade, Pennsylvania imposes a filing requirement on certain businesses that appears to be unique to Pennsylvania but affects entities in many other jurisdictions as well.
The Decennial Report can be a trap for the unwary because failure to comply may have material adverse consequences – including possible loss for an entity formed or registered to do business in Pennsylvania of the exclusive use in Pennsylvania of its entity name after December 31, 2021.
The risks of not filing can be avoided by simply completing a form and paying the $70 filing fee.
The requirement to file applies generally to the following associations formed or registered to do business in Pennsylvania that have not made certain types of filings with the Pennsylvania Secretary of State during the 10-year period between January 1, 2011 and December 31, 2020 (“Associations”):
- corporations
- limited liability companies
- limited partnerships
- limited liability partnerships that are not also limited partnerships
- business trusts
A related form is required for holders of certain insignias and “marks used with articles and supplies” that are registered in Pennsylvania.
Consequences of Failure to File
Any non-exempt Association that fails to file a report before December 31, 2021 (the “2021 Report”) loses exclusive use of its name in Pennsylvania on January 1, 2022. This means that any other entity formed or registering to do business in Pennsylvania may appropriate the name of such Association. However, an Association that failed to file its 2021 Report may subsequently do so to reinstate the registration of its name, unless its name has already been appropriated after January 1, 2022.
Any entity having a registered mark in Pennsylvania that does not file a Decennial Report prior to January 1, 2022 loses its registration. It must then file an original application for registration to restore its registration of the mark.
The Filing Process
The first step in the filing process is identifying whether your entity is required to file a Decennial Report based on the 17,174-page list provided by the Pennsylvania Department of State. The lists are searchable by name, entity number, and address and can be found at the Pennsylvania Department of State Decennial Filing page. However, the lists may not be all-inclusive and may have omissions or errors. The fact that an Association is not on the list does not exempt it from the need to file a Decennial Report.
The forms, which include instructions for filing, are available online:
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