Q. What is a decennial filing or decennial report?
It is a report of an entity’s continued existence or a report of continued use of certain marks.
54 Pa.C.S. § 503, § 1314, § 1515.
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.
Q. Who is required to file a decennial report in 2021?
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 (Bureau) from January 1, 2012 thru December 31, 2021, must file a report that they continue to exist. This report must be filed with the Bureau (part of the Pennsylvania Department of State) during the calendar year 2021.
54 Pa.C.S. § 503(b)(1), § 1314(b), § 1515(b). Fictitious names and trademarks are
not required to make decennial filings.
Exceptions to decennial filing requirement (54 Pa.C.S. § 503(b)):
- Any domestic and foreign business corporation and non-profit corporation, limited liability company, limited partnership, limited liability partnership that is not also a limited partnership or business trust that has made a
new or amended filing with the Bureau from January 1, 2012 thru December 31, 2021
other than a decennial filing, name reservation, name search, consent to appropriate name or fictitious name registration.
- Any nonqualified foreign association which as registered its name pursuant to 15 Pa.C.S. § 209 (relating to registration of name of nonregistered foreign association).
- A business corporation that has had officer information forwarded to the Department of State by the Department of Revenue during the preceding ten years under 15 Pa.C.S. § 1110 (relating to annual report information).
Q. When are the above required to file the decennial report?
- The decennial report must be filed every ten years in the years ending with the numeral “1” (e.g. in the calendar year 2011 (from January 1, 2011 through December 31, 2011). The current decennial reports must be filed in the calendar year 2021 (from January 1, 2021 through December 31, 2021).
Q. How will entities required to file a decennial report be notified?
- By postcard dated January 15, 2021, the Department gave notice of the decennial filing requirement to all affected associations or entities. The notice was made by mail at the registered office address of each entity, and contained a website link to the appropriate decennial filing forms and instructions. A searchable document available here identifies all association and marks that are required to file a decennial report in 2021. If,
after checking that document, an association or registrant of an insignia/mark is not sure whether it is required to file a decennial report, it may call the Bureau’s customer service line at (717) 787-1057.
Q. Are there forms to complete for the decennial filing requirement?
- For associations (domestic and foreign profit and non-profit corporations, limited liability companies, limited partnerships, limited liability partnerships that are not also limited partnerships, and business trusts), the form is the
Decennial Report of Association Continued Existence [DSCB:54-503]. This form must be completed and mailed with payment
For insignias and “marks used with articles and supplies,” the form is
Decennial Report - Insignia or Mark Used with Articles or Supplies [DSCB:54-1314/1515].
Q. What if an entity required to file a decennial report does not receive a notice?
A. 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.
15 Pa.C.S. § 132(d). Associations and marks/insignia may check the separate Decennial Reports document on the Bureau’s website. This website lists all association and marks/insignia that are required to file a decennial report in 2021.
Q. Is there a fee associated with the filing of the decennial report?
- The filing fee is $70, made payable to the PA Department of State.
Q. What are the consequences if a corporation or other association which is required to file a decennial report does not make a decennial filing?
- If any non-exempt entity fails to file a decennial report during the filing period from January 1, 2021 through December 31, 2021, it no longer has exclusive use of its 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 which may request it.
54 Pa.C.S. § 504.
Q. What are the consequences if an entity with a registered insignia or a mark used with articles and supplies does not file a decennial report?
- If an entity having a registered insignia or “mark used with articles and supplies” does not file a decennial report prior to January 1, 2022, it shall no longer be deemed to be registered. Such registration may be restored only by the filing of an original application for registration.
54 Pa.C.S. §1314(c); 1515(c).
Q. What if a decennial report is filed after the deadline?
- A corporation or other association which has failed to file a report from January 1 through December 31, 2021 may do so at any later time, which filing shall reinstate the name of the association on the register of the Department of State unless its name has been appropriated during the period of the delinquency.
54 Pa.C.S. § 505.
Updated December 28, 2020