THE GENERAL ASSEMBLY OF PENNSYLVANIA

HOUSE BILL

INTRODUCED BY CREIGHTON, JUNE 22, 2009

REFERRED TO COMMITTEE ON COMMERCE, JUNE 22, 2009  

AN ACT

Amending Titles 15 (Corporations and Unincorporated

Associations) and 54 (Names) of the Pennsylvania Consolidated

Statutes, defining "official notice"; requiring the

Department of State to establish a certain Internet website;

further providing for the definition of "officially publish,"

for advertisements by domestic business corporations, by

foreign business corporations, domestic nonprofit

corporations, foreign nonprofit corporations and domestic

cooperative corporation ancillaries and for fictitious name

registration; and making an editorial change.

The General Assembly of the Commonwealth of Pennsylvania

hereby enacts as follows:

Section 1.  Section 102 of Title 15 of the Pennsylvania

Consolidated Statutes is amended by adding a definition to read:

§ 102.  Definitions.

Subject to additional or inconsistent definitions contained

in subsequent provisions of this title that are applicable to

specific provisions of this title, the following words and

phrases when used in this title shall have, unless the context

clearly indicates otherwise, the meanings given to them in this

section:

* * *

"Official notice."  An official listing of applications,

notices and other filings made with the Department of State that

are required to be published in a periodical designated by the

rules of court for the publication of legal notices in the

county in which the initial registered office of the corporation

will be located and that are also maintained by the department

and are publicly available at that Internet website in

accordance with section 141 (relating to Internet website).

* * *

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

§ 141.  Internet website.

(a)  General rule.--In addition to the publication required

by official notice in the periodical designated by the rules of

court for the county in which the corporation will have its

principal place of business for the publication of legal

notices, the department shall make available on a publicly

accessible Internet website information relating to the

following:

(1)  The filing by incorporators or the filing by a

corporation of articles of incorporation with the department.

(2)  The application for registration or the registration

of all of the following:

(i)  A partnership.

(ii)  A limited liability partnership.

(iii)  A limited liability company.

(iv)  A fictitious name under 54 Pa.C.S. § 311 

(relating to registration).

(3)  The application for certificate of authority or the

application for termination of authority of all of the

following:

(i)  A foreign business corporation.

(ii)  A foreign nonprofit corporation.

(4)  Information made available on the Internet website

shall be accessible to the public by the name of the proposed

entity, the type and date of the filing, application or

registration and the county in which the address of the

entity is located or, in the case of a foreign entity, the

registered office located in this Commonwealth. The

information shall be archived and remain publicly accessible

on the Internet website.

(b)  Fee.--

(1)  The department may, by regulation, establish a fee

to be imposed on each application or document filed which

provides the information to be made available on the Internet

website required by this section.

(2)  The fee shall be in addition to any other fee

authorized by law and may not exceed an amount determined by

the department to reimburse the Commonwealth for the expense

of developing and maintaining the Internet website.

Section 2.1.  The definition of "officially publish" in

section 1103 of Title 15 is amended to read:

§ 1103.  Definitions.

Subject to additional definitions contained in subsequent

provisions of this subpart that are applicable to specific

provisions of this subpart, the following words and phrases when

used in this subpart shall have the meanings given to them in

this section unless the context clearly indicates otherwise:

* * *

["Officially publish."  Publish in two newspapers of general

circulation in the English language in the county in which the

registered office of the corporation is located, or in the case

of a proposed corporation is to be located, one of which shall

be the legal newspaper, if any, designated by the rules of court

for the publication of legal notices or, if there is no legal

newspaper, in two newspapers of general circulation in the

county. When there is but one newspaper of general circulation

in any county, advertisement in that newspaper shall be

sufficient. Where no other frequency is specified, the notice

shall be published one time in the appropriate newspaper or

newspapers. See section 109(a)(2) (relating to name of

commercial registered office provider in lieu of registered

address).]

* * *

Section 3.  Sections 1307, 4124(b), 5307, 6124(b), 7704(a)

and 7720(e) of Title 15 are amended to read:

§ 1307.  [Advertisement] Official notice.

[The incorporators or the corporation shall officially

publish a notice of intention to file or of the filing of

articles of incorporation. The notice may appear prior to or

after the day the articles of incorporation are filed in the

Department of State and] The incorporators of the corporation

shall provide official notice of a notice of intention to file

or of the filing of the articles of incorporation. The notice,

in both the periodical designated by the rules of court for the

publication of legal notices and on the department's Internet

website may appear prior to or after the day the articles of

incorporation are filed with the department shall set forth

briefly:

(1)  The name of the proposed corporation.

(2)  A statement that the corporation is to be or has

been incorporated under the provisions of the Business

Corporation Law of 1988.

(3)  The county in which the registered address of the

corporation is located or, in the case of a proposed

corporation, is to be located. See section 109(a)(2)

(relating to name of commercial registered office provider in

lieu of registered address).

(4)  The date the articles were filed with the

department.

§ 4124.  Application for a certificate of authority.

* * *

(b)  [Advertisement.--A foreign business corporation shall

officially publish notice of its intention to apply or its

application for a certificate of authority. The notice may

appear prior to or after the day on which application is made to

the Department of State and] Official notice.--The incorporators

of the corporation shall provide official notice of a notice of

intention to file or of the filing of the articles of

incorporation. The notice, in both the periodical designated by

the rules of court for the publication of legal notices and on

the department's Internet website may appear prior to or after

the day the articles of incorporation are filed with the

department and shall set forth briefly:

(1)  A statement that the corporation [will apply or] has

applied for a certificate of authority under the provisions

of the Business Corporation Law of 1988.

(2)  The name of the corporation and of the jurisdiction

under the laws of which it is incorporated.

(3)  The address, including street and number, if any,

and county of its principal office under the laws of the

jurisdiction in which it is incorporated.

(4)  Subject to section 109, the address, including

street and number, if any, and county of its proposed

registered office in this Commonwealth.

(5)  The date the application was filed with the

department.

* * *

§ 5307.  [Advertisement] Official notice.

[The incorporators or the corporation shall officially

publish a notice of intention to file or of the filing of

articles of incorporation. The notice may appear prior to or

after the day the articles of incorporation are filed in the

Department of State, and] The incorporators of the corporation

shall provide official notice of a notice of intention to file

or of the filing of the articles of incorporation. The notice,

in both the periodical designated by the rules of court for the

publication of legal notices and on the department's Internet

website may appear prior to or after the day the articles of

incorporation are filed with the department shall set forth

briefly:

(1)  The name of the proposed corporation.

(2)  A statement that the corporation is to be or has

been incorporated under the provisions of this article.

(3)  A brief summary of the purpose or purposes of the

corporation.

(4)  [A date on or before which the articles will be

filed in the Department of State or the date the articles

were filed.] The date the articles were filed with the

department.

(5)  The county in which the registered address of the

corporation is located or, in the case of a proposed

corporation, is to be located. See section 109(a)(2)

(relating to name of commercial registered office provider in

lieu of registered address).

§ 6124.  Application for a certificate of authority.

* * *

(b)  [Advertisement.--A foreign nonprofit corporation shall

officially publish notice of its intention to apply or its

application for a certificate of authority. The notice may

appear prior to or after the day on which application is made to

the Department of State and] Official notice.--The incorporators

of the corporation shall provide official notice of a notice of

intention to file or of the filing of the articles of

incorporation. The notice, in both the periodical designated by

the rules of court for the publication of legal notices and on

the department's Internet website may appear prior to or after

the day the articles of incorporation are filed with the

department and shall set forth briefly:

(1)  A statement that the corporation will apply or has

applied for a certificate of authority under the provisions

of the Nonprofit Corporation Law of 1988.

(2)  The name of the corporation and of the jurisdiction

under the laws of which it is incorporated.

(3)  The address, including street and number, if any,

and county of its principal office under the laws of the

jurisdiction in which it is incorporated.

(4)  Subject to section 109, the address, including

street and number, if any, and county of its proposed

registered office in this Commonwealth.

(5)  The date the application was filed with the

department.

* * *

§ 7704.  Articles of incorporation.

(a)  [Advertisement.--The incorporators shall advertise their

intention to file or the corporation shall advertise the filing

of articles of incorporation with the department one time in two

newspapers of general circulation, one of which shall be a

newspaper designated by the rules of court for the publication

of legal notices, or in two newspapers of general circulation

published in the county in which the initial registered office

of the corporation is to be located. If there is only one

newspaper of general circulation published in a county,

advertisements in that newspaper shall be sufficient.

Advertisements may appear prior to or after the day the articles

of incorporation are filed with the department and] Official

notice.--The incorporators shall advertise their intention to

file or the corporation shall advertise the filings of the

articles of incorporation with the department one time in the

periodical designated by the rules of the court for publication

of legal notices and published in the county in which the

corporation will have its principal place of business.

Advertisements may appear prior to or after the day the articles

of incorporation are filed with the department and, within five

days of filing the articles of incorporation with the

department, the department shall make available on a publicly

accessible Internet website an official notice that shall set

forth briefly:

(1)  The name of the proposed corporation.

(2)  A statement that the corporation is to be or has

been organized under this chapter.

(3)  The purpose of the corporation.

(4)  [The time of filing the articles with the

department.] The date the application was filed with the

department.

(5)  The county in which the registered address of the

corporation is located or, in the case of a proposed

corporation, is to be located. See section 109(a)(2)

(relating to name of commercial registered office provider in

lieu of registered address).

* * *

§ 7720.  Amendments of articles.

* * *

(e)  Advertisement.--Before or after an amendment has been

adopted by the shareholders, the corporation shall advertise its

intention to file or the filing of amendments to the articles

with the department in a manner similar to that prescribed in

section [7703] 7704 (relating to articles of incorporation).

Advertisements may appear prior to or after the day upon which

the articles of amendment are presented to the department and

shall set forth briefly:

(1)  The name and location of the registered office of

the corporation.

(2)  A statement that the amendments to the articles are

to be or were filed under this chapter.

(3)  The nature and character of the amendments.

(4)  The time when the amendments to the articles are to

be or were filed under this chapter.

Section 4.  The definition of "officially publish" in section

101 of Title 54 is amended and the section is amended by adding

a definition to read:

§ 101.  Definitions.

Subject to additional definitions contained in subsequent

provisions of this title which are applicable to specific

provisions of this title, the following words and phrases when

used in this title shall have, unless the context clearly

indicates otherwise, the meanings given to them in this section:

* * *

"Official notice."  The meaning specified in 15 Pa.C.S. § 102 

(relating to definitions).

["Officially publish."  The meaning specified in 15 Pa.C.S. §

1103 (relating to definitions) except that the county of

publication shall be as specified in this title.]

* * *

Section 5.  Section 311(g) of Title 54 is amended to read:

§ 311.  Registration.

 * * *

(g)  [Advertisement.--An entity which includes an individual

party shall officially publish in the county in which the

principal office or place of business of the entity is or, in

the case of a proposed entity, is to be located notice of its

intention to file or the filing of an application for

registration of a fictitious name under this chapter. The notice

may appear prior to or after the day upon which the application

is filed in the department and shall be kept with the permanent

records of the business and] Official notice.--The incorporators

of the corporation shall provide official notice of a notice of

intention to file or of the filing of the articles of

incorporation. The notice, in both the periodical designated by

the rules of court for the publication of legal notices and on

the department's Internet website may appear prior to or after

the day the articles of incorporation are filed with the

department and shall set forth briefly:

(1)  The fictitious name.

(2)  The address, including street and number, if any,

and county of the principal office or place of business of

the business to be carried on under or through the fictitious

name.

(3)  The names and respective addresses, including street

and number, if any, of all persons who are parties to the

registration.

(4)  A statement that an application for registration of

a fictitious name is to be or was filed under the Fictitious

Names Act.

(5)  The date the application was filed with the

department.

* * *

Section 6.  This act shall take effect as follows:

(1)  The addition of 15 Pa.C.S. § 141 shall take effect

in 120 days.

(2)  This section shall take effect immediately.

(3)  The remainder of this act shall take effect in 180

days.