act-2000-0-43•Pennsylvania Act 2000-43 — ASSOCIATIONS CODE (15 PA.C.S.) AND NAMES (54 PA.C.S.) - AMEND
Pennsylvania Act 2000-43 — ASSOCIATIONS CODE (15 PA.C.S.) AND NAMES (54 PA.C.S.) - AMEND
act-2000-0-432000 Pa. Act 43Law
Act text
ASSOCIATIONS CODE (15 PA.C.S.) AND NAMES (54 PA.C.S.) - AMEND
Act of Jun. 22, 2000, P.L. 356, No. 43 Cl. 15
Session of 2000
No. 2000-43
HB 368
AN ACT
Amending Titles 15 (Corporations and Unincorporated
Associations) and 54 (Names) of the Pennsylvania Consolidated
Statutes, further providing for filing requirements, for
corporate names and for senior corporation name changes;
further providing for fictitious name definitions, scope,
registration and decennial filings; further providing for
name registration, for change by order of court and for
decennial filings and delaying the date of a decennial filing
relating to names.
The General Assembly of the Commonwealth of Pennsylvania
hereby enacts as follows:
Section 1. Section 135 of Title 15 of the Pennsylvania
Consolidated Statutes is amended by adding a subsection to read:
§ 135. Requirements to be met by filed documents.
* * *
(e) Distinguishable names.--A name shall not be considered
distinguishable upon the records of the department from another
name for purposes of this title and 54 Pa.C.S. (relating to
names) solely because the names differ from each other in any or
all of the following respects:
(1) Use of punctuation marks.
(2) Use of a definite or indefinite article.
(3) Use of any of the following terms to designate the
status of an association: corporation, company, incorporated,
limited, association, fund, syndicate, limited partnership,
limited liability company, trust or business trust. This
paragraph includes abbreviations, in any language, of the
terms listed in this paragraph.
Section 2. Sections 1303(b) introductory paragraph and (1)
introductory and last paragraphs and (i), introductory
paragraph, (A) and (D) and (ii) and 1304(b) of Title 15 are
amended to read:
§ 1303. Corporate name.
* * *
(b) Duplicate use of names.--The corporate name shall [not]
be [the same as or confusingly similar to] distinguishable upon
the records of the department from:
(1) The name of any other domestic corporation for
profit or not-for-profit which is either in existence or for
which articles of incorporation have been filed but have not
yet become effective, or of any foreign corporation for
profit or not-for-profit which is either authorized to do
business in this Commonwealth or for which an application for
a certificate of authority has been filed but has not yet
become effective, [or of any domestic or foreign limited
partnership that has filed in the Department of State a
certificate or qualified under Chapter 85 (relating to
limited partnerships) or under corresponding provisions of
prior law,] or the name of any association registered at any
time under 54 Pa.C.S. Ch. 5 (relating to corporate and other
association names), unless:
(i) [where the name is the same or confusingly
similar,] the other association:
(A) has stated that it is about to change its
name, or to cease to do business, or is being wound
up, or is a foreign association about to withdraw
from doing business in this Commonwealth, and the
statement and [the] a written consent [of the other
association] to the adoption of the name is filed in
the Department of State;
* * *
(D) has had the registration of its name under
54 Pa.C.S. Ch. 5 terminated [and, if the termination
was effected by operation of 54 Pa.C.S. § 504
(relating to effect of failure to make decennial
filings), the application for the use of the name is
accompanied by a verified statement stating that at
least 30 days' written notice of intention to
appropriate the name was given to the delinquent
association at its registered office and that, after
diligent search by the affiant, the affiant believes
the association to be out of existence; or
(ii) where the name is confusingly similar, the
consent of the other association to the adoption of the
name is filed in the Department of State.
The consent of the association shall be evidenced by a
statement to that effect executed by the association].
* * *
§ 1304. Required name changes by senior corporations.
* * *
(b) Enforcement of undertaking to release name.--If a
corporation has used a name [the same as or confusingly similar
to] which is not distinguishable upon the records of the
department from the name of another corporation or other
association as permitted by section [1303(b)(1)(i)] 1303(b)(1)
(relating to duplicate use of names) and the other corporation
or other association continues to use its name in this
Commonwealth and does not change its name, cease to do business,
be wound up or withdraw as it proposed to do in its consent or
change its name as required by subsection (a), any court having
jurisdiction, upon the application of:
(1) the Attorney General, acting on his own motion or at
the instance of any administrative department, board or
commission of this Commonwealth; or
(2) any person adversely affected;
may enjoin the other corporation or other association from
continuing to use its name [or a confusingly similar name].
Section 3. The definitions of "entity" and "fictitious name"
in section 302 of Title 54 are amended and the section is
amended by adding a definition to read:
§ 302. Definitions.
The following words and phrases when used in this chapter
shall have, unless the context clearly indicates otherwise, the
meanings given to them in this section:
* * *
"Entity." Any individual[,] or any corporation, association,
partnership, joint-stock company, business trust, syndicate,
joint adventureship or other combination or group of persons.
"Fictitious name." Any assumed or fictitious name, style or
designation other than the proper name of the entity using such
name. The term includes [the] a name [of any association,]
assumed by a general partnership, [business trust,] syndicate,
joint adventureship or similar combination or group of persons.
"Proper name." The name set forth in:
(1) the articles of incorporation, for a corporation;
(2) the statement of registration, for a limited
liability partnership;
(3) the certificate of limited partnership, for a
limited partnership;
(4) the statement of election, for an electing
partnership;
(5) the certificate of organization, for a limited
liability company;
(6) the articles of association, for a professional
association;
(7) the deed of trust or other trust instrument, for a
business trust; or
(8) a publicly filed document in another jurisdiction
which is of a type listed in paragraphs (1) through (7).
Section 4. Sections 303(b)(2)(iii), (v), (vi), (vii) and
(viii), 311(e), 321, 501(a), 502(c), 503, 504, 702(b)(5), 1314
and 1515 of Title 54 are amended to read:
§ 303. Scope of chapter.
* * *
(b) Mandatory registration.--
* * *
(2) Paragraph (1) shall not apply to any:
* * *
[(iii) Limited partnership which is registered in
the department pursuant to 15 Pa.C.S. Ch. 85 (relating to
limited partnerships) or under corresponding provisions
of prior law. The preceding sentence shall not apply to
any entity which includes the limited partnership as a
participant unless the entity is itself such a limited
partnership.]
* * *
[(v) Electing partnership existing under 15 Pa.C.S.
Ch. 87 (relating to electing partnerships).
(vi) Limited liability company which is registered
in the department pursuant to 15 Pa.C.S. Ch. 89 (relating
to limited liability companies).
(vii) Registered limited liability partnership which
is registered in the department pursuant to 15 Pa.C.S.
Ch. 82 (relating to registered limited liability
partnerships).
(viii) Business trust which is registered in the
department pursuant to 15 Pa.C.S. Ch. 95 (relating to
business trusts).]
* * *
§ 311. Registration.
* * *
(e) Duplicate use of names.--The fictitious name shall [not]
be [the same as or confusingly similar to] distinguishable upon
the records of the department from:
(1) The name of any domestic corporation, or any foreign
corporation authorized to do business in this Commonwealth,
or the name of any corporation or other association
registered at any time under Chapter 5 (relating to corporate
and other association names) unless such name is available or
is made available for use under the provisions or procedures
of 15 Pa.C.S. § 5303(b)(1)(i) or (ii) (relating to duplicate
use of names) or the equivalent.
[(2) The name of any limited partnership organized under
15 Pa.C.S. Ch. 85 (relating to limited partnerships).]
(3) The name of any administrative department, board or
commission or other agency of this Commonwealth.
(4) A name the exclusive right to which is at the time
reserved by any other person whatsoever in the manner
provided by statute.
* * *
[§ 321. Decennial filings required.
(a) General rule.--Every registrant of a fictitious name
registered under this chapter shall decennially, during the year
2000 and each year thereafter divisible by ten, file in the
department a report, which shall be executed in the same manner
as an application for amendment of fictitious name registration,
and shall set forth:
(1) The fictitious name as theretofore registered.
(2) An identification of the last preceding filing in
the department with respect to the fictitious name.
(3) A statement that the business or activity set forth
of record continues to be carried on, under or through the
fictitious name or that the parties desire that the
registration of the fictitious name be continued in effect.
(4) Such other information necessary to the
administration of this chapter as the department may specify
by regulation.
(b) Requirement satisfied by other filings.--Subsection (a)
shall not apply to a registrant which during the preceding ten
years has made any filing with the department under this chapter
other than a report required by subsection (a).
(c) Effect of failure to make decennial filings.--On January
1 of the year following the year during which a report is
required to be filed under subsection (a), every fictitious name
with respect to which no such report has been filed during the
immediately preceding year shall be deemed to be no longer
registered under this chapter. Such registration may thereafter
be restored only by the filing under this chapter of an original
application for registration of fictitious name.
(d) Cross reference.--See 15 Pa.C.S. § 134 (relating to
docketing statement).]
§ 501. Register established.
(a) General rule.--A register is established by this chapter
which shall consist of such of the following names as are not
deleted therefrom by operation of section 504 (relating to
effect of failure to make [decennial] filings) or 506 (relating
to voluntary termination of registration by corporations and
other associations):
(1) A name registered prior to February 13, 1973, under
the act of May 16, 1923 (P.L.246, No.160), relating to
registration of certain names.
(2) A name registered under section 502 (relating to
certain additions to register).
(3) In the case of a domestic or qualified foreign
corporation, a name rendered unavailable for corporate use by
other corporations by reason of any filing in the department
by such domestic or qualified foreign corporation.
(4) A name registered under 15 Pa.C.S. § 4131 (relating
to registration of name) or any similar provision of law.
(5) In the case of a business trust which exists subject
to 15 Pa.C.S. Ch. 95 (relating to business trusts), the name
of the trust as set forth in the instrument filed in the
department under 15 Pa.C.S. § 9503 (relating to documentation
of trust).
(6) In the case of a limited partnership or limited
liability company subject to 15 Pa.C.S. Ch. 85 (relating to
limited partnerships) or 89 (relating to limited liability
companies), the name of the partnership or company as set
forth in the certificate of limited partnership, certificate
of organization or application for registration as a foreign
limited partnership or foreign limited liability company, as
the case may be.
(7) In the case of a business trust which exists subject
to 15 Pa.C.S. Ch. 95 (relating to business trusts), the name
of the trust as set forth in the instrument filed in the
department under 15 Pa.C.S. § 9503 (relating to documentation
of trust), or in the application for registration filed
pursuant to 15 Pa.C.S. § 9507 (relating to foreign business
trusts).
(8) In the case of a registered limited liability
partnership subject to 15 Pa.C.S. Ch. 82 (relating to
registered limited liability partnerships) that is not also a
limited partnership, the name of the partnership as set forth
in the statement of registration or application for
registration as a foreign registered limited liability
partnership.
* * *
§ 502. Certain additions to register.
* * *
(c) Limitation on names which may be registered.--
Notwithstanding subsections (a) and (b), no new name shall be
registered or deemed to be registered under this section which
is not distinguishable upon the records of the [same as or
confusingly similar to] department from any other name then
registered or deemed to be registered under this chapter,
without the consent of the senior registrant.
* * *
§ 503. Decennial filings required.
(a) General rule.--[Every] Except as otherwise provided in
this section, every corporation or other association whose name
is registered under this chapter shall [decennially], during the
year [2000] 2001 and [each] every tenth year thereafter
[divisible by ten], file in the department a report, which shall
be executed by the corporation or other association, and shall
set forth:
(1) The name of the corporation or other association.
(2) The address, including street and number, if any, of
its registered or other office.
(3) A statement that the corporation or other
association continues to exist.
(4) Such other information necessary to the
administration of this chapter as the department may specify
by regulation.
(b) Exceptions.--Subsection (a) shall not apply to any of
the following:
(1) [a] A corporation or other association which during
the preceding ten years has made any filing in the
department, [a permanent record of which is retained by the
department,] other than:
(i) a report required by subsection (a); or
(ii) a filing required by:
(A) 15 Pa.C.S. § 1305 (relating to reservation
of corporate name);
(B) 15 Pa.C.S. § 5305 (relating to reservation
of corporate name);
(C) 15 Pa.C.S. § 8203(b) (relating to name);
(D) 15 Pa.C.S. § 8505(b) (relating to name); or
(E) 15 Pa.C.S. § 8905(b) (relating to name).
(2) [a] A corporation whose name is registered pursuant
to section 501(a)(4) (relating to register established).
(3) A corporation which has had officer information
forwarded to the department by the Department of Revenue
during the preceding ten years under 15 Pa.C.S. § 1110
(relating to annual report information).
(b.1) Exemption.--An entity which made a filing after
December 31, 1989, and before January 1, 1991, pursuant to a
provision of this title or 15 Pa.C.S. (relating to corporations
and unincorporated associations) shall be exempt from the 2001
decennial filing. For purposes of this subsection, none of the
following shall be considered a filing:
(1) A filing under:
(i) 15 Pa.C.S. § 1305;
(ii) 15 Pa.C.S. § 5305;
(iii) 15 Pa.C.S. § 8203(b);
(iv) 15 Pa.C.S. § 8505(b); or
(v) 15 Pa.C.S. § 8905(b).
(2) A name registration under section 501(a)(4).
(3) Forwarding of information to the department by the
Department of Revenue under 15 Pa.C.S. § 1110.
(c) Cross reference.--See 15 Pa.C.S. § 134 (relating to
docketing statement).
§ 504. Effect of failure to make [decennial] filings.
On January 1 of the year following the year during which a
report is required to be filed under section 503 (relating to
decennial filings required), the name of every corporation and
association which has failed to comply with such section shall
no longer be deemed to be registered under this chapter.
§ 702. Change by order of court.
* * *
(b) Procedure.--Prior to entry of an order of approval of
change of name, all of the following shall apply:
* * *
(5) The procedure in this subsection shall not apply to
proceedings involving:
(i) An election to resume a prior surname pursuant
to section 704 (relating to divorced person may resume
prior name).
(ii) Name changes involving minor children in
adoption proceedings pursuant to 23 Pa.C.S. § 2904
(relating to name of adoptee).
(iii) A name change involving a minor child whose
name is being changed pursuant to section 703 (relating
to effect on children).
* * *
§ 1314. Decennial filings required.
(a) General rule.--Every registrant of any insignia
registered under this chapter shall [decennially], during the
year [2000] 2001 and [each] every tenth year thereafter
[divisible by ten], file in the department a report, which shall
set forth:
(1) The name of the organization and its address,
including street and number, if any.
(2) An identification of the last preceding filing in
the department with respect to the insignia.
(3) A statement that the insignia shall continue to be
registered in the department.
(4) Such other information necessary to the
administration of this chapter as the department may specify
by regulation.
(b) Requirement satisfied by other filings.--Subsection (a)
shall not apply to a registrant which during the preceding ten
years has made any filing with the department under this chapter
other than a report required by subsection (a).
(c) Effect of failure to make [decennial] filings.--On
January 1 of the year following the year during which a report
is required to be filed under subsection (a), every insignia
theretofore registered under this chapter with respect to which
no such report has been filed during the immediately preceding
year shall cease to be registered under this chapter. Such
registration may thereafter be restored only by the filing under
this chapter of an original application for registration of the
insignia.
(d) Cross reference.--See 15 Pa.C.S. § 134 (relating to
docketing statement).
§ 1515. Decennial filings required.
(a) General rule.--Every registrant of a mark registered
under this chapter shall [decennially], during the year [2000]
2001 and [each] every tenth year thereafter [divisible by ten],
file in the department a report, which shall set forth:
(1) The name and address, including street and number,
if any, of the registrant.
(2) An identification of the last preceding filing in
the department with respect to the mark.
(3) A statement that the mark continues to be used in
connection with the articles or supplies specified in the
registration.
(4) Such other information necessary to the
administration of this chapter as the department may specify
by regulation.
(b) Requirement satisfied by other filings.--Subsection (a)
shall not apply to a registrant which during the preceding ten
years has made any filing with the department under this chapter
other than a report required by subsection (a).
(c) Effect of failure to make [decennial] filings.--On
January 1 of the year following the year during which a report
is required to be filed under subsection (a), every mark
theretofore registered under this chapter with respect to which
no such report has been filed during the immediately preceding
year shall cease to be registered under this chapter. Such
registration may thereafter be restored only by the filing under
this chapter of an original application for registration of the
mark.
(d) Cross reference.--See 15 Pa.C.S. § 134 (relating to
docketing statement).
Section 5. This act shall take effect as follows:
(1) The amendment of 15 Pa.C.S. §§ 135(e),
1303(b)(1)(i)(A) and (D) and (ii) and 1304(b) and 54 Pa.C.S.
§§ 302, 303(b)(2)(iii), (v), (vi), (vii) and (viii), 311(e),
502(c) and 702(b)(5) shall take effect in 60 days.
(2) The remainder of this act shall take effect
immediately.
APPROVED--The 22nd day of June, A. D. 2000.
THOMAS J. RIDGE
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