1Amending Title 15 (Corporations and Unincorporated Associations)
2of the Pennsylvania Consolidated Statutes, further providing
3for definitions; providing for electronic signatures in
4global and national commerce; in administration, further
5providing for applicability, functions, documents and
6processing; in fees, further providing for documents,
7schedules and disposition of funds; renaming the Corporation
8Bureau; making related repeals; and imposing duties on the
9Department of State and the Legislative Reference Bureau.

10The General Assembly of the Commonwealth of Pennsylvania
11hereby enacts as follows:

12Section 1. Section 102 of Title 15 of the Pennsylvania
13Consolidated Statutes is amended by adding definitions to read:

14§ 102. Definitions.

15Subject to additional or inconsistent definitions contained
16in subsequent provisions of this title that are applicable to
17specific provisions of this title, the following words and
18phrases when used in this title shall have, unless the context
19clearly indicates otherwise, the meanings given to them in this
20section:

1* * *

2"Bureau." The Bureau of Corporations and Charitable
3Organizations of the Department of State or any successor agency
4within the department.

5* * *

6"Execute." When used with respect to authenticating or
7adopting a filing, document or other record, to sign.

8* * *

9"Record form." Inscribed on a tangible medium or stored in
10an electronic or other medium and retrievable in perceivable
11form.

12* * *

13"Sign." With present intent to authenticate or adopt
14information in record form:

15(1) to sign manually or adopt a tangible symbol; or

16(2) to attach to, or logically associate with,
17information in record form, an electronic sound, a symbol or
18a process.

19* * *

20Section 2. Title 15 is amended by adding a section to read:

21§ 111. Relation of title to Electronic Signatures in Global and
22National Commerce Act.

23(a) General rule.--Except as set forth in subsection (b),
24this title modifies, limits and supersedes the Electronic
25Signatures in Global and National Commerce Act (Public Law 106-
26229, 15 U.S.C. § 7001 et seq.).

27(b) Exception.--This title does not do any of the following:

28(1) Modify, limit or supersede section 101(c) of the
29Electronic Signatures in Global and National Commerce Act (15
30U.S.C. § 7001(c)).

1(2) Authorize electronic delivery of a notice described
2in section 103(b) of the Electronic Signatures in Global and
3National Commerce Act (15 U.S.C. § 7003(b)).

4Section 3. Sections 131, 133(a) and (d), 134(a) introductory
5paragraph and (3), 135(a) introductory paragraph, (2) and (7),
6136(b)(2) and (3), 152, 153 and 155 of Title 15 are amended to
7read:

8§ 131. Application of subchapter.

9As used in this subchapter, the term "this title" includes
10Titles 17 (relating to credit unions) and 54 (relating to names)
11and any other provision of law that:

12(1) makes reference to the powers and procedures of this
13subchapter; or

14(2) to the extent not inconsistent with this subchapter:

15(i) requires a filing in the Corporation Bureau; and

16(ii) does not specify some or all of the necessary 
17procedures for the filing provided in this subchapter.

18§ 133. Powers of Department of State.

19(a) General rule.--The [Department of State shall have]
20department has the power and authority reasonably necessary to
21enable it to administer this subchapter efficiently and to
22perform the functions specified in section 132 (relating to
23functions of Department of State), in 13 Pa.C.S. (relating to
24commercial code) and in 17 Pa.C.S. (relating to credit unions).
25The following shall not be agency regulations for the purposes
26of section 612 of the act of April 9, 1929 (P.L.177, No.175),
27known as The Administrative Code of 1929, the act of October 15, 
281980 (P.L.950, No.164), known as the Commonwealth Attorneys Act, 
29the act of June 25, 1982 (P.L.633, No.181), known as the
30Regulatory Review Act, or any similar provision of law, but

1shall be subject to the opportunity of public comment
2requirement under section 201 of the act of July 31, 1968 
3(P.L.769, No.240), referred to as the Commonwealth Documents
4Law:

5(1) Sample filing forms promulgated by the department
6[under subsection (d)].

7(2) Instructions accompanying sample filing forms and
8other explanatory material published in the Pennsylvania Code
9that is intended to substantially track applicable statutory
10provisions relating to the particular filing or to any of the
11functions of the department covered by this subsection, if a
12regulation of the department expressly states that [such] the
13instructions or explanatory materials shall not have the
14force of law.

15(3) Regulations, which the department is hereby
16authorized to promulgate, that:

17(i) Authorize payment of fees and other remittances
18through or by a credit or debit card issuer or other
19financial intermediary.

20(ii) Authorize contracts with credit or debit card
21issuers and other financial intermediaries relating to
22the collection, transmission and payment of fees and
23other remittances.

24(iii) Adjust, not more than once per year, the
25[level of] fees [and other remittances as otherwise fixed
26by law so as to facilitate their transmission through or
27by a credit card issuer or other financial intermediary
28pursuant to such regulations without net cost to the
29department.] set forth in section 153(a) (relating to fee 
30schedule) and 13 Pa.C.S. § 9525 (relating to fees) for 

1filings transmitted to the department electronically.

2(iv) Relate to the format or means of delivering
3documents to the department for filing.

4* * *

5[(d) Physical characteristics and copies of documents.--All
6articles and other documents authorized or required to be filed
7in the department under this title shall be in such format as to
8size, shape and other physical characteristics as shall be
9prescribed by regulations promulgated by the department. The
10regulations may require the submission of not to exceed three
11conformed copies of any document in addition to the original and
12any copies thereof otherwise required by law. All formats
13promulgated by the department for use under this title shall
14include a statement of the number of copies required to be filed
15and shall be published in the Pennsylvania Code.]

16* * *

17§ 134. Docketing statement.

18(a) General rule.--The [Department of State] department may,
19but shall not be required to, prescribe by regulation one or
20more official docketing statement forms designed to elicit from
21a person effecting a filing under this title information that
22the department has found to be necessary or desirable in
23connection with the processing of a filing. A form of docketing
24statement prescribed under this subsection:

25* * *

26(3) May be required by the department in connection with
27a filing only if notice of the requirement appears on the
28official format for the filing prescribed [under section
29133(d) (relating to physical characteristics and copies of
30documents)] by the department.

1* * *

2§ 135. Requirements to be met by filed documents.

3(a) General rule.--A document shall be accepted for filing
4by the [Department of State] department if it satisfies the
5following requirements:

6* * *

7(2) The document complies with any regulations
8promulgated by the department [pursuant to section 133(d)
9(relating to physical characteristics and copies of
10documents)] and is accompanied by any applicable statement
11prescribed under section 134.

12* * *

13(7) It is in record form and executed. The department
14shall not examine a document to determine whether the
15document has been executed by an authorized person or by
16sufficient authorized persons or otherwise is duly executed.
17[A document shall be deemed executed if it contains a
18facsimile signature, so long as the operative portions of the
19document meet any applicable requirements prescribed under
20section 133(d) (relating to physical characteristics and
21copies of documents).]

22* * *

23§ 136. Processing of documents by Department of State.

24* * *

25(b) Immediate certified copy.--

26* * *

27[(2) If the duplicate copy is delivered by hand to the
28office of the department at the seat of government at least
29four hours before the close of business on any day not a
30holiday and relates to a matter other than a label or other

1mark requiring examination under Title 54 (relating to names)
2or the reservation or registration of a name under this title
3and, in the case of a document that creates a new
4association, effects or reflects a change in name or
5qualifies a foreign association to do business in this
6Commonwealth, if the duplicate copy is accompanied by
7evidence that the proposed name has been reserved or
8registered by or on behalf of the applicant, the department
9before the close of business on that day shall either:

10(i) Certify the duplicate copy as required by this
11subsection and make such certified copy available at the
12office of the department to or upon the order of the
13person who delivered it to the department.

14(ii) Make available at the office of the department
15to or upon the order of the person who delivered it to
16the department a brief statement in writing of the
17reasons of the department for refusing to certify such
18duplicate copy.

19See section 153(a)(10) (relating to certification fees).]

20(3) In lieu of comparing the duplicate copy with the
21original signed document as provided in [paragraphs (1) and
22(2)] paragraph (1), the department may make a copy of the
23original signed document at the cost of the person who
24delivered it to the department.

25* * *

26§ 152. Definitions.

27The following words and phrases when used in this subchapter
28shall have the meanings given to them in this section unless the
29context clearly indicates otherwise:

30"Ancillary transaction." Includes:

1(1) preclearance of document[,];

2(2) amendment of articles, charter, certificate or other
3organic document, restatement of articles, charter,
4certificate or other organic document[, change in registered
5or principal office, change in share structure,];

6(3) dissolution, cancellation or termination[,
7reorganization,] of an association;

8(4) withdrawal by foreign association[,];

9(5) withdrawal by a partner[, or any similar];

10(6) a transaction[,] similar to an item listed in 
11paragraphs (1) through (5); or

12 (7) the deposit in the [Department of State] department
13for filing in, by or with the [Department of State]
14department or the Secretary of the Commonwealth of any
15articles, statements, proceedings, agreements or any [like]
16similar papers affecting associations under the statutes of
17this Commonwealth for which a specific fee is not set forth 
18in section 153 (relating to fee schedule) or other applicable 
19statute.

20["Bureau." The Corporation Bureau of the Department of State
21or any successor agency within the department.]

22§ 153. Fee schedule.

23(a) General rule.--The nonrefundable fees of the bureau,
24including fees for the public acts and transactions of the
25Secretary of the Commonwealth administered through the bureau,
26shall be as follows:

27(1) Domestic corporations:

28(i) Articles of incorporation, letters
29patent or similar instruments incorporating

30a corporation or association.................... $125

1(ii) Articles or agreement or similar

2instrument of merger, consolidation or
3division........................................ 70

4(iii) Additional fee for each association

5which is a party to a merger or
6consolidation................................... 40

7(iv) Additional fee for each new association
8resulting from a division....................... 125

9(v) Articles of conversion or a similar
10instrument...................................... 70

11(vi) Each ancillary transaction............ 70

12(2) Foreign corporations:

13(i) Certificates of authority or similar
14qualifications to do business................... 250

15(ii) Amended certificate of authority or

16similar change in qualification to do business.. 250

17(iii) Domestication........................ 125

18(iv) Statement of merger or consolidation

19or similar instrument reporting occurrence of

20merger or consolidation not effected by a filing

21in the department............................... 70

22(v) Additional fee for each qualified

23foreign corporation which is named in a statement

24of merger or consolidation or similar

25instrument...................................... 40

26(vi) Each ancillary transaction............ 70

27(3) Partnerships and limited liability companies:

28(i) Certificate of limited partnership or
29certificate of organization of a limited

30liability company or similar instrument forming

1a limited partnership or organizing a limited

2liability company.............................. 125

3(ii) Certificate of merger, consolidation

4or division.................................... 70

5(iii) Additional fee for each association

6which is a party to a merger or consolidation.. 40

7(iv) Additional fee for each new

8association resulting from a division.......... 125

9(v) Application for registration of foreign

10limited partnership or limited liability
11company....................................... 250

12(vi) Certificate of amendment of

13registration of foreign limited partnership or

14limited liability company...................... 250

15(vii) Statement of registration of registered
16limited liability partnership or statement of

17election as an electing partnership............ 125

18(viii) Domestication of foreign limited

19liability company.............................. 125

20(ix) Each ancillary transaction........... 70

21(4) Business trusts:

22(i) Deed of trust or other initial instrument

23for a business trust........................... 125

24(ii) Each ancillary transaction........... 70

25(5) Fictitious names:

26(i) Registration.......................... 70

27(ii) Each ancillary transaction........... 70

28(6) Service of process:

29(i) Each defendant named or served........ 70

30(ii) (Reserved)...........................

1(7) Trademarks, emblems, union labels, description of
2bottles and similar matters:

3(i) Trademark registration................ 50

4(ii) Each ancillary trademark transaction. 50

5(iii) Any other registration under this
6paragraph...................................... 70

7(iv) Any other ancillary transaction under

8this paragraph................................. 70

9(8) Uniform Commercial Code as provided in 13 Pa.C.S.
10§ 9525 (relating to fees).

11(9) Copy fees, including copies furnished under the
12Uniform Commercial Code:

13(i) Each page of photocopy furnished...... 3

14(ii) (Reserved)...........................

15(10) Certification fees:

16(i) For certifying copies of any document

17or paper on file, the fee specified in

18paragraph (9), if the department furnished

19the copy, plus................................. 40

20(ii) (Reserved)...........................

21(iii) For issuing any other certificate of

22the Secretary of the Commonwealth or the

23department (other than an engrossed

24certificate)................................... 40

25(11) Report of record search other than a search under
26paragraph (8):

27(i) For preparing and providing a report of

28a record search, the fee specified in paragraph

29(9), if any, plus.............................. 15

30(ii) (Reserved)...........................

1(12) Reservation and registration of names:

2(i) Reservation of association name....... 70

3(ii) Registration of foreign or other

4corporation name............................... 70

5(13) Change of registered office or address:

6(i) Each statement of change of registered

7office by agent................................ 5

8(ii) Each statement or certificate of change

9of registered office........................... 5

10(iii) Each statement of change of address. 5

11(14) Contingent domestication:

12(i) Statement of contingent domestication. 125

13(ii) Each year, or portion of a year,

14during which a contingent domestication or

15temporary domiciliary status is in effect......1,500

16(15) Expedited service:

17(i) For the processing of any filing under

18this title or 13 Pa.C.S. (relating to commercial

19code) which is received by the bureau before

204 p.m. and is requested to be completed within

21one hour, an additional fee of..................1,000

22(ii) For the processing of any filing under

23this title or Title 13 which is received by the

24bureau before 2 p.m. and is requested to be

25completed within three hours, an additional

26fee of....................................... 300

27(iii) For processing of any filing under

28this title or Title 13 which is received by the

29bureau before 10 a.m. and is requested to be

30completed the same day, an additional fee of. 100

1(b) Daily listings.--The bureau may provide listings or
2copies of microfilm, or both, of complete daily filings of any
3class of documents or papers for a fee of 25¢ per filing listed
4or set forth therein.

5(c) Other services.--The bureau may charge equivalent fees
6for any like service not specified in subsection (a) or (b).

7(d) Restriction.--UCC Revenue received by a county recorder
8of deeds under 13 Pa.C.S. § 9525 (relating to fees) after June
930, 2001, shall be restricted for use by the county recorder of
10deeds and the county prothonotary. The revenue shall be credited
11to the offices of the county recorder of deeds and the county
12prothonotary on the basis of the amount collected in each office
13in calendar year 2000, excluding any amounts paid to the
14Commonwealth. Revenue received in excess of the total amount
15received by each office during the year 2000, excluding amounts
16paid to the Commonwealth, shall be distributed pro rata to the
17county recorder of deeds and the county prothonotary. In a
18county without a recorder of deeds or a prothonotary, the
19provisions of this subsection shall apply to the equivalent
20county officials.

21§ 155. Disposition of funds.

22(a) Corporation Bureau Restricted Account.--

23(1) The Corporation Bureau Restricted Account is
24continued.

25(2) Sources of the account are as follows:

26(i) Thirty percent of the amount received by the
27department under this subchapter excluding fees
28collected under 13 Pa.C.S. § 9525(a)(1)(ii) (relating to
29fees).

30(ii) Five percent of the amount received by the

1department under 13 Pa.C.S. § 9525(a)(1)(ii).

2(3) After application of paragraph (2), the balance of
3the amount received by the department under this subchapter
4shall be deposited in the General Fund.

5(4) Except as set forth in paragraph (5), the account
6shall be used solely for the operation of the bureau and for
7its modernization as required for improved operations of the
8bureau.

9(5) If there is a surplus in the account for two
10consecutive fiscal years above what is necessary to carry out
11paragraph (4), the Secretary of the Commonwealth shall
12transfer the surplus into the General Fund.

13(b) Expenditures.--The [Department of State] department
14shall submit a budget for the operation or modernization of the
15Corporation Bureau to the Governor for approval. Such funds as
16are approved by the Governor are hereby appropriated from the
17Corporation Bureau Restricted Account to the [Department of
18State] department for the operation of the bureau.

19(c) Advisory committee.--The Secretary of the Commonwealth
20shall appoint a Corporation Bureau Advisory Committee. The
21committee shall be composed of persons knowledgeable in matters
22covered by this title and related provisions of law and who have
23been recommended for appointment to the committee by the
24organized bar or other organized users of the facilities and
25services of the bureau. Members shall serve without compensation
26other than reimbursement for reasonable and necessary expenses
27in accordance with Commonwealth policy or regulations, shall
28serve for terms fixed by the secretary and may be reappointed.
29The Chairman of the committee shall be elected by the committee.
30The committee shall make recommendations to the Governor with

1respect to each budget submitted under subsection (b) and may
2consult with the department in the administration of this title
3and related provisions of law. The committee, in consultation
4with the bureau and the department, shall submit, by June 1 of
5each odd-numbered year, a report to the General Assembly
6describing its activities under this title and any recommended
7changes to this title.

8Section 4. Title 15 is amended by adding a section to read:

9§ 156. References.

10In statutes, regulations and orders, a reference to the
11Corporation Bureau shall be deemed a reference to the Bureau of
12Corporations and Charitable Organizations.

13Section 5. Repeals are as follows:

14(1) The General Assembly declares as follows:

15(i) The repeal under paragraph (2)(i) is necessary
16to effectuate the amendment of 15 Pa.C.S. § 153(a).

17(ii) The repeal under paragraph (2)(ii) is necessary
18to effectuate the amendment of 15 Pa.C.S. § 155(a).

19(2) The following provisions are repealed:

20(i) Section 618-A(2) of the act of April 9, 1929
21(P.L.177, No.175), known as The Administrative Code of
221929.

23(ii) Section 814 of The Administrative Code of 1929.

24Section 6. When the Department of State is ready to provide
25expedited services under the addition of 15 Pa.C.S. § 153(a)
26(15), it shall transmit notice of that fact to the Legislative
27Reference Bureau for publication as a notice in the Pennsylvania
28Bulletin.

29Section 7. This act shall take effect as follows:

30(1) The following provisions shall take effect

1immediately:

2(i) Section 6 of this act.

3(ii) This section.

4(2) The addition of 15 Pa.C.S. § 153(a) shall take
5effect upon publication of the notice under section 6 of this
6act.

7(3) The remainder of this act shall take effect in 60
8days.