PRINTER'S NO. 4405
No. 2851 Session of 2006
INTRODUCED BY STERN, BUNT, CAPPELLI, NICKOL, CREIGHTON, SAYLOR,
MUSTIO, TURZAI, LEH, BELFANTI, REICHLEY, GINGRICH, YOUNGBLOOD
AND SATHER, JUNE 28, 2006
REFERRED TO COMMITTEE ON COMMERCE, JUNE 28, 2006
AN ACT
1 Amending Titles 15 (Corporations and Unincorporated
2 Associations) and 54 (Names) of the Pennsylvania Consolidated
3 Statutes, defining "official notice"; requiring the
4 Department of State to establish a certain Internet website;
5 further providing for advertisements by domestic business
6 corporations, by foreign business corporations, domestic
7 nonprofit corporations, foreign nonprofit corporations and
8 domestic cooperative corporation ancillaries and for
9 fictitious name registration; and making an editorial change.
10 The General Assembly of the Commonwealth of Pennsylvania
11 hereby enacts as follows:
12 Section 1. Section 102 of Title 15 of the Pennsylvania
13 Consolidated Statutes is amended by adding a definition to read:
14 § 102. Definitions.
15 Subject to additional or inconsistent definitions contained
16 in subsequent provisions of this title that are applicable to
17 specific provisions of this title, the following words and
18 phrases when used in this title shall have, unless the context
19 clearly indicates otherwise, the meanings given to them in this
20 section:
21 * * *
1 "Official notice." An official listing of applications,
2 notices and other filings made with the Department of State that
3 are maintained by the department on a publicly available
4 Internet website in accordance with section 141 (relating to
5 Internet website).
6 * * *
7 Section 2. Title 15 is amended by adding a section to read:
8 § 141. Internet website.
9 (a) General rule.--The department shall make available on a
10 publicly accessible Internet website information relating to the
11 following:
12 (1) The filing by incorporators or the filing by a
13 corporation of articles of incorporation with the department.
14 (2) The application for registration or the registration
15 of all of the following:
16 (i) A partnership.
17 (ii) A limited liability partnership.
18 (iii) A limited liability company.
19 (iv) A fictitious name under 54 Pa.C.S. § 311
20 (relating to registration).
21 (3) The application for certificate of authority or the
22 application for termination of authority of all of the
23 following:
24 (i) A foreign business corporation.
25 (ii) A foreign nonprofit corporation.
26 (4) In addition to any other information required by
27 this title, the department shall make the following
28 information available on the website from an entity filing,
29 applying or registering under paragraph (1), (2) or (3):
30 (i) The name of the proposed entity.
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1 (ii) A statement that the entity is to be or has
2 been organized under this title.
3 (iii) The purpose of the entity.
4 (iv) The date of the filing, registering or applying
5 with the department.
6 (v) The county in which the address of the entity is
7 located, or in the case of a foreign entity the
8 registered office located in this Commonwealth.
9 (5) Information made available on the Internet website
10 shall be accessible to the public by the name of the proposed
11 entity; the type and date of the filing, application or
12 registration; and the county in which the address of the
13 entity is located or, in the case of a foreign entity, the
14 registered office located in this Commonwealth. The
15 information shall be archived and remain publicly accessible
16 on the Internet website.
17 (b) Fee.--
18 (1) The department may, by regulation, establish a fee
19 to be imposed on each application or document filed which
20 provides the information to be made available on the Internet
21 website required by this section.
22 (2) The fee shall be in addition to any other fee
23 authorized by law and may not exceed an amount determined by
24 the department to reimburse the Commonwealth for the expense
25 of developing and maintaining the Internet website.
26 Section 3. Sections 1307, 4124(b), 5307, 6124(b), 7704(a)
27 and 7720(e) of Title 15 are amended to read:
28 § 1307. [Advertisement] Official notice.
29 [The incorporators or the corporation shall officially
30 publish a notice of intention to file or of the filing of
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1 articles of incorporation. The notice may appear prior to or
2 after the day the articles of incorporation are filed in the
3 Department of State and] Within five business days of the
4 incorporators or a corporation filing articles with the
5 department, the department shall make available on a publicly
6 accessible Internet website an official notice that shall set
7 forth briefly:
8 (1) The name of the proposed corporation.
9 (2) A statement that the corporation is to be or has
10 been incorporated under the provisions of the Business
11 Corporation Law of 1988.
12 (3) The county in which the registered address of the
13 corporation is located or, in the case of a proposed
14 corporation, is to be located. See section 109(a)(2)
15 (relating to name of commercial registered office provider in
16 lieu of registered address).
17 (4) The date the articles were filed with the
18 department.
19 § 4124. Application for a certificate of authority.
20 * * *
21 (b) [Advertisement.--A foreign business corporation shall
22 officially publish notice of its intention to apply or its
23 application for a certificate of authority. The notice may
24 appear prior to or after the day on which application is made to
25 the Department of State and] Official notice.--Within five
26 business days of a foreign business corporation filing an
27 application for certificate of authority with the department,
28 the department shall make available on a publicly accessible
29 Internet website an official notice that shall set forth
30 briefly:
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1 (1) A statement that the corporation [will apply or] has
2 applied for a certificate of authority under the provisions
3 of the Business Corporation Law of 1988.
4 (2) The name of the corporation and of the jurisdiction
5 under the laws of which it is incorporated.
6 (3) The address, including street and number, if any,
7 and county of its principal office under the laws of the
8 jurisdiction in which it is incorporated.
9 (4) Subject to section 109, the address, including
10 street and number, if any, and county of its proposed
11 registered office in this Commonwealth.
12 (5) The date the application was filed with the
13 department.
14 * * *
15 § 5307. [Advertisement] Official notice.
16 [The incorporators or the corporation shall officially
17 publish a notice of intention to file or of the filing of
18 articles of incorporation. The notice may appear prior to or
19 after the day the articles of incorporation are filed in the
20 Department of State, and] Within five business days of the
21 incorporators or a corporation filing articles of incorporation
22 with the department, the department shall make available on a
23 publicly accessible Internet website an official notice that
24 shall set forth briefly:
25 (1) The name of the proposed corporation.
26 (2) A statement that the corporation is to be or has
27 been incorporated under the provisions of this article.
28 (3) A brief summary of the purpose or purposes of the
29 corporation.
30 [(4) A date on or before which the articles will be
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1 filed in the Department of State or the date the articles
2 were filed.] The date the articles were filed with the
3 department.
4 (5) The county in which the registered address of the
5 corporation is located or, in the case of a proposed
6 corporation, is to be located. See section 109(a)(2)
7 (relating to name of commercial registered officer provider
8 in lieu of registered address).
9 § 6124. Application for a certificate of authority.
10 * * *
11 (b) [Advertisement.--A foreign nonprofit corporation shall
12 officially publish notice of its intention to apply or its
13 application for a certificate of authority. The notice may
14 appear prior to or after the day on which application is made to
15 the Department of State and] Official notice.--Within five
16 business days of a foreign nonprofit corporation filing an
17 application for certificate of authority with the department,
18 the department shall make available on a publicly accessible
19 Internet website an official notice that shall set forth
20 briefly:
21 (1) A statement that the corporation will apply or has
22 applied for a certificate of authority under the provisions
23 of the Nonprofit Corporation Law of 1988.
24 (2) The name of the corporation and of the jurisdiction
25 under the laws of which it is incorporated.
26 (3) The address, including street and number, if any,
27 and county of its principal office under the laws of the
28 jurisdiction in which it is incorporated.
29 (4) Subject to section 109, the address, including
30 street and number, if any, and county of its proposed
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1 registered office in this Commonwealth.
2 (5) The date the application was filed with the
3 department.
4 * * *
5 § 7704. Articles of incorporation.
6 (a) [Advertisement.--The incorporators shall advertise their
7 intention to file or the corporation shall advertise the filing
8 of articles of incorporation with the department one time in two
9 newspapers of general circulation, one of which shall be a
10 newspaper designated by the rules of court for the publication
11 of legal notices, or in two newspapers of general circulation
12 published in the county in which the initial registered office
13 of the corporation is to be located. If there is only one
14 newspaper of general circulation published in a county,
15 advertisements in that newspaper shall be sufficient.
16 Advertisements may appear prior to or after the day the articles
17 of incorporation are filed with the department and] Official
18 notice.--Within five days of the incorporators or a corporation
19 filing articles of incorporation with the Department of State,
20 the department shall make available on a publicly accessible
21 Internet website an official notice that shall set forth
22 briefly:
23 (1) The name of the proposed corporation.
24 (2) A statement that the corporation is to be or has
25 been organized under this chapter.
26 (3) The purpose of the corporation.
27 (4) [The time of filing the articles with the
28 department.] The date the application was filed with the
29 department.
30 (5) The county in which the registered address of the
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1 corporation is located or, in the case of a proposed
2 corporation, is to be located. See section 109(a)(2)
3 (relating to name of commercial registered office provider in
4 lieu of registered address).
5 * * *
6 § 7720. Amendments of articles.
7 * * *
8 (e) Advertisement.--Before or after an amendment has been
9 adopted by the shareholders, the corporation shall advertise its
10 intention to file or the filing of amendments to the articles
11 with the department in a manner similar to that prescribed in
12 section [7703] 7704 (relating to articles of incorporation).
13 Advertisements may appear prior to or after the day upon which
14 the articles of amendment are presented to the department and
15 shall set forth briefly:
16 (1) The name and location of the registered office of
17 the corporation.
18 (2) A statement that the amendments to the articles are
19 to be or were filed under this chapter.
20 (3) The nature and character of the amendments.
21 (4) The time when the amendments to the articles are to
22 be or were filed under this chapter.
23 Section 4. The definition of "officially publish" in section
24 101 of Title 54 is amended and the section is amended by adding
25 a definition to read:
26 § 101. Definitions.
27 Subject to additional definitions contained in subsequent
28 provisions of this title which are applicable to specific
29 provisions of this title, the following words and phrases when
30 used in this title shall have, unless the context clearly
20060H2851B4405 - 8 -
1 indicates otherwise, the meanings given to them in this section:
2 * * *
3 "Official notice." The meaning specified in 15 Pa.C.S. § 102
4 (relating to definitions).
5 ["Officially publish." The meaning specified in 15 Pa.C.S. §
6 1103 (relating to definitions) except that the county of
7 publication shall be as specified in this title.]
8 * * *
9 Section 5. Section 311(g) of Title 54 is amended to read:
10 § 311. Registration.
11 * * *
12 (g) [Advertisement.--An entity which includes an individual
13 party shall officially publish in the county in which the
14 principal office or place of business of the entity is or, in
15 the case of a proposed entity, is to be located notice of its
16 intention to file or the filing of an application for
17 registration of a fictitious name under this chapter. The notice
18 may appear prior to or after the day upon which the application
19 is filed in the department and shall be kept with the permanent
20 records of the business and] Official notice.--Within five days
21 of an entity which includes an individual party filing an
22 application for registration of a fictitious name under this
23 chapter with the department, the department shall make available
24 on a publicly accessible Internet website an official notice
25 that shall set forth briefly:
26 (1) The fictitious name.
27 (2) The address, including street and number, if any,
28 and county of the principal office or place of business of
29 the business to be carried on under or through the fictitious
30 name.
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1 (3) The names and respective addresses, including street
2 and number, if any, of all persons who are parties to the
3 registration.
4 (4) A statement that an application for registration of
5 a fictitious name is to be or was filed under the Fictitious
6 Names Act.
7 (5) The date the application was filed with the
8 department.
9 * * *
10 Section 6. This act shall take effect as follows:
11 (1) The addition of 15 Pa.C.S § 141 shall take effect in
12 120 days.
13 (2) This section shall take effect immediately.
14 (3) The remainder of this act shall take effect in 180
15 days.
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