A Decennial Report must be filed by all corporations who have not had any filings with the Department of State from January 1, 2012 thru December 31, 2021 by the end of 2021. These corporations should be receiving a notice from the Department of State this week, but there is no guarantee it will reach them given the current mail delays. Corporations who fail to file could lose their exclusive right to their corporate name.
A Decennial Report is a report of an entity’s continued existence or a report of continued use of certain marks. Decennial filings are made every ten years during the years ending with the numeral “1” (e.g. 2001, 2011, 2021). The legislative intent for requiring these filings is to identify business names and marks that are no longer in use, so that they may be reissued and placed back into the stream of commerce.
All domestic and foreign business corporations, non-profit corporations, limited liability companies, limited partnerships, limited liability partnerships that are not also limited partnerships, business trusts, as well as insignias and marks used with articles and supplies that have not made a new or amended filing with the Bureau of Corporations and Charitable Organizations from January 1, 2012 thru December 31, 2021, must file a decennial report that they continue to exist. This report must be filed with the Bureau during the calendar year 2021.
By postcard dated January 15, 2021, the Department of State gave notice of the decennial filing requirement to all affected associations or entities by mail at the registered office address of each entity. Failure by the Department to give notice to a party, or failure by a party to receive notice of a decennial filing requirement does not relieve a party of the obligation to make the decennial filing. If your registered office address has changed or the notice is lost in the mail, you are still required to file this report.
Failure to file a decennial report before December 31, 2021, will result in the entity losing its exclusive use of its corporate name on or after January 1, 2022. While the business entity continues to exist, its name becomes available for any corporation or other association registering to do business in the Commonwealth of Pennsylvania.
If your corporate entity is required to file this Decennial Report, please give us a call and we can help. If you aren’t sure if you are required to file, a searchable document available here identifies all association and marks that are required to file a decennial report in 2021. If your corporate entity is on this list, give us a call and we will assist you in preparing and filing a report to ensure that you maintain the exclusive right to your corporate name.