A Decennial Report of Association Continued Existence is used by the Pennsylvania Department of State to identify those business names and marks which are no longer in use in order to allow the use of such names and marks by other businesses in the regular course of commerce. These reports must be filed every ten (10) years during the years ending in one (1), for instance, 2011, 2021, etc. Businesses that must file a decennial report include any domestic or foreign corporation or non-profit corporation, limited partnership, limited liability partnership, limited liability company, or business trust, as well as the holders of insignias and “marks used with articles and supplies” (excluding fictitious names and trademarks) which have not made a new or amended filing with the Pennsylvania Department of State, Corporations Bureau. The information required by the report includes the business name and address of its current registered office in Pennsylvania or the name of its commercial registered office provider and its county of venue, a statement that the business has not made any filing to the Department between January 1, 2002 through December 31, 2011 and it must be signed by a duly authorized officer of the business. Interestingly, the form also includes an area in which a business can change its registered office or can advise the Department that its commercial registered office provider will file such necessary information. Also, the cost for filing this decennial report is $70.00.
There are exceptions to the filing requirement. Obviously, if any of the businesses noted above have made a filing with the Corporations Bureau at any point between January 1, 2002 and December 31, 2011, it need not file the decennial report. However, filings such as previous decennial reports, name reservations, name searches, a consent to appropriation of a name or a fictitious name registration do not count as filings. Also exempt from filing are a “nonqualified” foreign business corporation which has registered its name annually and a corporation whose officer information has been forwarded by the Department of Revenue to the Department of State during the preceding 10 years.
Most businesses will receive notice from the Department of State that the decennial report must be filed. The Department of State began issuing these notices in November of 2010 to the last known registered office addresses of the businesses. However, if the Department does not notify the business of its requirement to file, the business is still required to comply.
So, what happens if your decennial report is not filed by December 31, 2011? In general, your business will lose its exclusive right to use of its name on or after January 1, 2012. Your business will still exist and may conduct normal operations; however, another company will be able to use your business’ name. The decennial report may still be filed after January 1, 2012 and your business name will be reinstated; provided, no other company has appropriated the name in the interim. With regard to businesses having a registered insignia or a “mark used with articles and supplies” and are required to file the Decennial Report – Insignia/Mark Used With Articles or Supplies form, failure to timely file the form means that the insignia or mark will no longer be deemed registered. Registration can only be restored by filing a new original application for registration.
If you are concerned that you may need to file a decennial report or would like our assistance in doing so, please contact our office for a free consultation. We look forward to helping you meet your business’ legal needs.