DEPARTMENT OF STATE
Bureau of Corporations and Charitable Organizations; Expedited Services
[43 Pa.B. 7515]
[Saturday, December 21, 2013]
Under section 55 of the act of July 9, 2013 (P. L. 476, No. 67) (Act 67), the Department of State (Department), Bureau of Corporations and Charitable Organizations (Bureau) gives notice that it is ready to provide expedited services under 15 Pa.C.S. § 153(a)(16) (relating to fee schedule).
Expedited services will be effective for documents deposited with the Department on or after January 6, 2014. The policies and procedures of the Department for the expedited processing of documents and services are as follows.
1. Scope and Levels of Services
Act 67 creates a tiered system of expedited service options for all business entity and Uniform Commercial Code filings filed with the Bureau. Three levels of expedited services are available: same-day service, 3-hour service and 1-hour service. Documents intended for same-day service must be received by the Bureau before 10 a.m. Documents intended for 3-hour service must be received by the Bureau before 2 p.m. Documents intended for 1-hour service must be received by the Bureau before 4 p.m.
The previous schedules for the anticipated completion of expedited services are based on full business days (8 a.m. to 5 p.m., Monday through Friday). When the Bureau is closed for all or part of a day due to a holiday or an emergency (for example, inclement weather, unanticipated building closure), the schedules may be extended for a like period of time.
2. Fees and Payment
Expedited service fees are in addition to the statutory fees associated with the type of document submitted or service sought. Expedited service fees are as follows:
1 hour service $1,000 in addition to filing fee 3-hour service $300 in addition to filing fee Same-day service $100 in addition to filing fee
Expedited service fees may be paid by credit card, check, money order or customer deposit account, when these accounts are already established. Cash payment will not be accepted. All fees are nonrefundable.
Expedited service fees are charged by the document, not the entity. Multiple documents require separate expedited services submissions and fees. See Multiple Submissions as follows.
Multiple submissions may be paid for with one check, one money order or in the case of service companies, by deducting from deposit accounts in one transaction.
3. Delivery to Department
Documents for expedited processing must be delivered in person to the Bureau's office at 401 North Street, Room 206, Harrisburg, PA by the times indicted previously to receive the requested tier of expedited processing. At this time, documents sent by mail (United States Postal Service mail or United States Postal Service Express Mail), facsimile/fax, e-mail or ground delivery (UPS/FedEx/DHL) are not eligible for expedited processing.
A document is delivered to the Department for filing and is deemed received for expedited services when it is identified as an ''expedite'' and date- and time-stamped by Bureau personnel. The Bureau will follow usual and customary dates for daylight standard time and daylight savings time.
Each document must be accompanied by an Expedited Service Request (Request) form (DSCB:15-153(a)(16)) prescribed by the Department. A sample Request form follows. The completed Request form must be placed on top of each document submission that is subject to expedited service so the submission can be readily identified as a request for expedited service. Multiple documents require separate submissions. See Multiple Submissions as follows.
Payment for all required fees (including expedited service fee and statutory fees for the type of document submitted or service sought) must accompany the expedited service request.
The completed Request form may not include information that is not required on the form. Necessary extraneous information should be included on a cover letter, which should be placed immediately behind the Request form. The Request form will not be date- and time-stamped and will not constitute a document filed in, with or by the Department for any purposes except 18 Pa.C.S. § 4904 (relating to unsworn falsification to authorities).
4. Delivery to Requestor
Expedited documents are considered processed and completed when they are either accepted for filing or rejected. Upon acceptance or rejection of the expedited submission, the document will be e-mailed to the address provided or printed for personal acceptance. The default mechanism for returning a completed document to the submitter is by e-mail. The submitter may choose to wait for the document to be processed and accept personal delivery of a paper copy of the processed document at the Bureau's office location. Note: All requests for certifications, copies and subsistence certificates will be returned to the requestor at the Bureau counter only due to e-mail constraints and file size considerations.
Only one method of delivery of the completed expedited request may be indicated on the Request form. Only one e-mail address may be provided if e-mail delivery is requested. Service company submissions will be emailed to the service company at the single service company email on file with the Bureau. The e-mail or cover sheet accompanying the completed document will indicate the time submitted for expedited processing and the time such processing was completed.
It is the responsibility of the submitter to provide a valid e-mail for delivery of completed expedited service requests. Servers or SPAM filters often block important messages or send them to junk mail folders because they don't recognize the sender. To help ensure e-mail delivery of the accepted or rejected documents, customers should add RAemail@example.com and the domain name @pa.gov to e-mail address books, e-mail contacts and Safe Sender lists.
The Bureau will rely on the time clock provided by its Outlook system to indicate when the completed request was e-mailed. Bureau staff will monitor the expedited service e-mail resource account periodically in an attempt to ensure all completed expedited service requests were successfully e-mailed to their intended recipient. In the case that an e-mail is returned as undeliverable, staff will make every effort to inform the submitter of this fact. If the e-mailed document is not received by the submitter in the requested time period due to an issue with the submitter's e-mail server, the submitter may request that another e-mail be sent.
5. Multiple Submissions
Each document submitted for expedited service must have its own completed Request form on top and will be charged a separate expedited service fee. Example 1: Articles of incorporation and articles of merger are submitted for a corporation. To expedite the processing of both of these documents, an expedited service fee will be charged for each document, in addition to the statutory filing fee associated with each document. Example 2: A domestic limited liability company has domesticated itself under the laws of another jurisdiction and submits articles of dissolution, while simultaneously registering to do business as a foreign LLC. To expedite the processing of the articles of dissolution by domestication and the application for foreign registration, an expedited service fee will be charged for each document, in addition to the statutory filing fee for each document.
Note: When a business filing requires a docketing statement, this is not considered a multiple submission and there is no additional expedite fee for the docketing statement.
If two or more documents that relate to the same entity or transaction are submitted on the same day for expedited service, they should be submitted together under existing Bureau procedures for special handling. The document to be processed first should be placed on top to be date- and time-stamped first. Submitters should indicate by means of a cover sheet or adhesive note on each submission to ''file first'' and ''file second'' on the appropriate document. The cover sheet should be placed behind the Request form for each submission.
The Bureau will use its best efforts to timely review and process documents submitted to it for expedited services in accordance with these instructions and procedures. Expedited service requests will be processed, to the extent possible, in the order in which they are received within the levels of service requested.
Documents which already have been submitted for regular processing will not be upgraded to receive expedited processing. A new and separate request, with all applicable fees, must be submitted to receive expedited processing. No refund will be given for the document previously submitted under nonexpedited time lines. Similarly, documents which already have been submitted for one level of expedited processing may not be upgraded or downgraded to the next level of expedited processing without the submission of a new and separate expedited request and fees.
Expedited service time frames are dependent upon all necessary technology functioning properly. The Bureau will make every effort to process an expedited document within the requested time frame. However, there may be circumstances beyond the Bureau's control (such as technical or facilities issues or unanticipated office closings) which would prohibit the Bureau from processing a submission within the requested time period or which would merit the refusal to accept documents for expedited filing.
If the Bureau is unable to process an expedited document within the requested time frame for reasons within its control, staff will contact the requestor and inform him of the failure to process the document in the required time. The Bureau will provide a partial refund to the submitter if the document cannot be processed in the specified time, when the delay was due to circumstances within the control of the Bureau. For example, if a document is submitted with a request for 1-hour processing and the Bureau processes the document in 2 hours, the Bureau will adjust the expedited service fee due for the document from $1,000 to $300 and refund or credit the payor $700. The statutory fee associated with the type of document submitted will not be refunded.
Requests to expedite large volumes of documents or very complex or lengthy documents will be subject to Bureau approval based on service demand levels and availability of Bureau resources. The Bureau reserves the right to refuse for expediting large volumes of documents or complex documents and extensive requests for copies if the documents cannot be processed in the required expedited service period. Documents may be refused for expedited processing if the Bureau cannot meet the time deadline. Bureau staff will inform the submitter of the inability to meet the requested time period prior to accepting the documents for expedited processing. Service companies are encouraged to coordinate large volumes of filings with the Bureau to ensure that documents receive expedited processing.
Staff will continually monitor the Bureau's capacity to process expedited documents and will accept and process expedited submissions whenever possible.
7. Deficiencies, Corrections and Rejections
Document submissions must be acceptable for filing as presented to the Bureau at the time of the expedited service request. This means that documents must comply with 15 Pa.C.S. § 135 (relating to requirements to be met by filed documents) (for business entity documents) or 13 Pa.C.S. Chapter 95 (relating to filing) (for Uniform Commercial Code documents) and the regulations of the Department to be accepted for filing.
Persons submitting expedited requests for business entity filings should ensure that:
• The document submitted is of a type and nature which is filed by the Department.
• The document is legible and contains enough information to index the document, including a name, type of filing and operative dates.
• A docketing statement follows (when appropriate).
• If a document creates a new association or effects or reflects a change in name:The document must be accompanied by a name reservation or the proposed name must be available for use under applicable standards established by 15 and 54 Pa.C.S. (relating to Associations Code; and names) (including written consent, when appropriate).
• Tax clearance certificates are as follows (when appropriate).
• Required approvals by any department, board, commission or other agency of the Commonwealth as a prerequisite to the filing of the document are as follows.
• The document is executed.
If a document submitted for expedited services contains a deficiency, the requestor will be notified of all identified deficiencies within the time frame of the requested expedited service by the manner in which the requestor elected to have the document returned (e-mail or counter pickup). The expedited service fee is deemed to be fully utilized upon acceptance or rejection of the document.
Any resubmission of a document after a rejection will require a new Request form and expedited fee if the resubmitted document is to be expedited. The requestor is responsible for making the necessary corrections and resubmitting the document to the Bureau. The initial date of submission to the Department will become the date the document is accepted for filing if all corrections are made within 30 days of the date of rejection; the dates on documents or certificates which are needed to support the original submittal are operative or effective on or as of the original date of submission and one of the following applies:
(i) There has been no definitive filing or interim filing utilizing the association name.
(ii) Evidence of reservation of an involved association name accompanies the document.
See 19 Pa. Code § 11.12 (relating to processing of documents by Department).
If a document submitted for expedited service is rejected, the statutory filing fee and expedited service fee will not be refunded.
Visit the Bureau's web site at any time for more information at www.dos.state.pa.us/corps. The Bureau may be reached by calling (717) 787-1057. The telephone lines are available from 8 a.m. to 4:45 p.m.
[Pa.B. Doc. No. 13-2397. Filed for public inspection December 20, 2013, 9:00 a.m.]
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