DEPARTMENT OF STATE
Corporation Bureau; Official Forms
[40 Pa.B. 6847]
[Saturday, November 27, 2010]
The Department of State (Department), Corporation Bureau (Bureau) proposes to amend 19 Pa. Code Appendix B (relating to official forms).
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—745.12). 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 Amendments
This proposal amends seven of the existing forms and instructions promulgated by the Department currently published in the Pennsylvania Code.
Form DSCB: 54-503 (Decennial Report of Association Continued Existence)
Form DSCB: 54-1314/1515 (Decennial Report/Insignia/Mark Used With Articles of Supplies)
The forms DSCB: 54-503 and DSCB: 54-1314/1515 relate to filings required by law to be made every 10 years with the Bureau. The last decennial reports took place in 2001 and the next decennial filings shall be made in calendar year 2011. The Department has updated the existing forms to reflect the new decennial period, as well as to provide greater clarity about the purpose and time period for the filing.
Form DSCB: 54-3.104 (Statement of Unpaid Fee)
This form is revised to correct a previous error in the legal citations contained in the name of the form. The proper name is DSCB: 15-154 (Statement of Unpaid Fee).
Form DSCB: 54-1112 (Application for Registration of Trademark or Service Mark)
This form relates to registration of trademarks and service marks under 54 Pa.C.S. Chapter 11 (relating to Pennsylvania Trademark Act) (act). The act adopts the general classes of goods and services established by the United States Patent and Trademark Office in accordance with the International Classification System. The form is amended to reflect revisions to the International Classification System listing of classes.
Form DSCB: 15-4126/6126 (Application for Amended Certificate of Authority Foreign Corporation)
This form relates to amendments of certificates of authority for foreign corporations. The Department has updated the form so that it better comports with 15 Pa.C.S. §§ 4126 and 6126 (relating to amended certificate of authority).
Form DSCB: 15-8221/8998 (Certificate of Annual Registration)
This form is updated every 3 years to reflect the change in base annual registration fees payable by limited liability partnerships and restricted professional companies in accordance with 15 Pa.C.S. §§ 8221(b) and 8998(b) (relating to annual registration).
Form DSCB: 15-8981/8211/8582 (Application for Registration—Foreign)
This form is updated to better indicate that a foreign limited liability company, foreign limited liability partnership or foreign limited partnership may adopt a name to register and do business in this Commonwealth that is different from the name in its formation documents filed in its state of domicile.
This proposal also republishes all Uniform Commercial Code forms used by the Bureau's Uniform Commercial Code Unit (Unit). The Unit accepts and makes available on its web site (www.dos.state.pa.us/corps) the National Uniform Commercial Code forms as promulgated by The American Law Institute and the National Conference of Commissioners on Uniform State Laws. This complies with 13 Pa.C.S § 9521 (relating to uniform form of written financing statement and amendment), which provides that a filing office which accepts written records may not refuse to accept a written initial financing statement or an amendment ''in the form and format set forth in the final official text of the 1999 revisions of the Uniform Commercial Code promulgated by The American Law Institute and the National Conference of Commissioners on Uniform State Laws, except for a reason set forth in section 9516(b) (relating to refusal to accept record; filing does not occur).'' The National Uniform Commercial Code forms currently in use are as follows:
Form DSCB:UCC-1 (Uniform Commercial Code-Financing Statement)
Form DSCB:UCC-1ad (Uniform Commercial Code-Financing Statement Addendum)
Form DSCB:UCC-1ap (Uniform Commercial Code-Financing Statement Additional Party)
Form DSCB:UCC-3 (Uniform Commercial Code-Financing Statement Change)
Form DSCB:UCC-3ad (Uniform Commercial Code-Financing Statement Change Addendum)
Form DSCB:UCC-3ap (Uniform Commercial Code-Financing Statement Change Additional Party)
Form DSCB:UCC-11 (Uniform Commercial Code-Request for Information or Copies)
Form DCSB:UCC-5 (Statement of Claim)
The previously-referenced forms and instructions, which are codified in 19 Pa. Code (relating to corporations and business associations), are being deleted and replaced with the following revised forms. 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.
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.
BASIL L. MERENDA,
[Pa.B. Doc. No. 10-2286. Filed for public inspection November 24, 2010, 9:00 a.m.]
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