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

1section:

2* * *

3"Bureau." The Bureau of Corporations and Charitable
4Organizations of the Department of State or any successor agency
5within the department.

6* * *

7"Execute." When used with respect to authenticating or
8adopting a filing, document or other record, to sign.

9* * *

10"Record form." Inscribed on a tangible medium or stored in
11an electronic or other medium and retrievable in perceivable
12form.

13* * *

14"Sign." With present intent to authenticate or adopt
15information in record form:

16(1) to sign manually or adopt a tangible symbol; or

17(2) to attach to, or logically associate with,
18information in record form, an electronic sound, a symbol or
19a process.

20* * *

21Section 2. Title 15 is amended by adding a section to read:

22§ 111. Relation of title to Electronic Signatures in Global and
23National Commerce Act.

24(a) General rule.--Except as set forth in subsection (b),
25this title modifies, limits and supersedes the Electronic
26Signatures in Global and National Commerce Act (Public Law 106-
27229, 15 U.S.C. § 7001 et seq.).

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

29(1) Modify, limit or supersede section 101(c) of the
30Electronic Signatures in Global and National Commerce Act (15

1U.S.C. § 7001(c)).

2(2) Authorize electronic delivery of a notice described
3in section 103(b) of the Electronic Signatures in Global and
4National Commerce Act (15 U.S.C. § 7003(b)).

5Section 3. Sections 131, 133(a) and (d), 134(a) introductory
6paragraph and (3), 135(a) introductory paragraph, (2) and (7) 
<-7and (d), 136(b)(2) and (3), 152, 153 and 155 of Title 15 are
8amended to read:

9§ 131. Application of subchapter.

10As used in this subchapter, the term "this title" includes
11Titles 17 (relating to credit unions) and 54 (relating to names)
12and any other provision of law that:

13(1) makes reference to the powers and procedures of this
14subchapter; or

15(2) to the extent not inconsistent with this subchapter:

16(i) requires a filing in the <-Corporation Bureau
<-17bureau; and

18(ii) does not specify some or all of the necessary 
19procedures for the filing provided in this subchapter.

20§ 133. Powers of Department of State.

21(a) General rule.--The [Department of State shall have]
22department has the power and authority reasonably necessary to
23enable it to administer this subchapter efficiently and to
24perform the functions specified in section 132 (relating to
25functions of Department of State), in 13 Pa.C.S. (relating to
26commercial code) and in 17 Pa.C.S. (relating to credit unions).
27The following shall not be agency regulations for the purposes
28of section 612 of the act of April 9, 1929 (P.L.177, No.175),
29known as The Administrative Code of 1929, the act of October 15, 
301980 (P.L.950, No.164), known as the Commonwealth Attorneys Act, 

1the act of June 25, 1982 (P.L.633, No.181), known as the
2Regulatory Review Act, or any similar provision of law, but
3shall be subject to the opportunity of public comment
4requirement under section 201 of the act of July 31, 1968 
5(P.L.769, No.240), referred to as the Commonwealth Documents
6Law:

7(1) Sample filing forms promulgated by the department
8[under subsection (d)].

9(2) Instructions accompanying sample filing forms and
10other explanatory material published in the Pennsylvania Code
11that is intended to substantially track applicable statutory
12provisions relating to the particular filing or to any of the
13functions of the department covered by this subsection, if a
14regulation of the department expressly states that [such] the
15instructions or explanatory materials shall not have the
16force of law.

17(3) Regulations, which the department is hereby
18authorized to promulgate, that:

19(i) Authorize payment of fees and other remittances
20through or by a credit or debit card issuer or other
21financial intermediary.

22(ii) Authorize contracts with credit or debit card
23issuers and other financial intermediaries relating to
24the collection, transmission and payment of fees and
25other remittances.

26(iii) Adjust, not more than once per year, the
27[level of] fees [and other remittances as otherwise fixed
28by law so as to facilitate their transmission through or
29by a credit card issuer or other financial intermediary
30pursuant to such regulations without net cost to the

1department.] set forth in section 153(a) (relating to fee 
2schedule) and 13 Pa.C.S. § 9525 (relating to fees) for 
3filings transmitted to the department electronically.

4(iv) Relate to the format or means of delivering
5documents to the department for filing.

6* * *

7[(d) Physical characteristics and copies of documents.--All
8articles and other documents authorized or required to be filed
9in the department under this title shall be in such format as to
10size, shape and other physical characteristics as shall be
11prescribed by regulations promulgated by the department. The
12regulations may require the submission of not to exceed three
13conformed copies of any document in addition to the original and
14any copies thereof otherwise required by law. All formats
15promulgated by the department for use under this title shall
16include a statement of the number of copies required to be filed
17and shall be published in the Pennsylvania Code.]

18* * *

19§ 134. Docketing statement.

20(a) General rule.--The [Department of State] department may,
21but shall not be required to, prescribe by regulation one or
22more official docketing statement forms designed to elicit from
23a person effecting a filing under this title information that
24the department has found to be necessary or desirable in
25connection with the processing of a filing. A form of docketing
26statement prescribed under this subsection:

27* * *

28(3) May be required by the department in connection with
29a filing only if notice of the requirement appears on the
30official format for the filing prescribed [under section

1133(d) (relating to physical characteristics and copies of
2documents)] by the department.

3* * *

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

5(a) General rule.--A document shall be accepted for filing
6by the [Department of State] department if it satisfies the
7following requirements:

8* * *

9(2) The document complies with any regulations
10promulgated by the department [pursuant to section 133(d)
11(relating to physical characteristics and copies of
12documents)] and is accompanied by any applicable statement
13prescribed under section 134.

14* * *

15(7) It is in record form and executed. The department
16shall not examine a document to determine whether the
17document has been executed by an authorized person or by
18sufficient authorized persons or otherwise is duly executed.
19[A document shall be deemed executed if it contains a
20facsimile signature, so long as the operative portions of the
21document meet any applicable requirements prescribed under
22section 133(d) (relating to physical characteristics and
23copies of documents).]

24* * *

<-25(d) [Method of filing.--The department may prescribe by
26regulation procedures for filing documents by electronic mail,
27facsimile transmission, telex or other similar means of
28communication] (Reserved).

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

30* * *

1(b) [Immediate certified<-] Duplicate copy.--

<-2* * *

<-3(1) If a duplicate copy, which may be either a signed or
4conformed copy, of any articles or other document authorized
5or required by this title to be filed in the department is
6delivered to the department with the original signed
7document, the department shall [compare the duplicate copy
8with the original signed document and, if it finds that they
9are identical, shall certify the duplicate copy by making
10upon it the same endorsement that is required to appear upon
11the original, together with a further endorsement that the
12duplicate copy is a true copy of the original signed
13document,] stamp the duplicate copy with the date received by 
14the department and return the duplicate copy to the person
15who delivered it to the department.

16[(2) <-[If the duplicate copy is delivered by hand to the
17office of the department at the seat of government at least
18four hours before the close of business on any day not a
19holiday and relates to a matter other than a label or other
20mark requiring examination under Title 54 (relating to names)
21or the reservation or registration of a name under this title
22and, in the case of a document that creates a new
23association, effects or reflects a change in name or
24qualifies a foreign association to do business in this
25Commonwealth, if the duplicate copy is accompanied by
26evidence that the proposed name has been reserved or
27registered by or on behalf of the applicant, the department
28before the close of business on that day shall either:

29(i) Certify the duplicate copy as required by this
30subsection and make such certified copy available at the

1office of the department to or upon the order of the
2person who delivered it to the department.

3(ii) Make available at the office of the department
4to or upon the order of the person who delivered it to
5the department a brief statement in writing of the
6reasons of the department for refusing to certify such
7duplicate copy.

8See section 153(a)(10) (relating to certification fees).] 
<-9(Reserved).

10(3) In lieu of [comparing<-] date-stamping the duplicate
11copy [with<-] of the original signed document as provided in
12[paragraphs (1) and (2)] paragraph (1), the department may
13make a copy of the original signed document at the cost of
14the person who delivered it to the department.

15* * *

16§ 152. Definitions.

17The following words and phrases when used in this subchapter
18shall have the meanings given to them in this section unless the
19context clearly indicates otherwise:

20"Ancillary transaction." Includes:

21(1) preclearance of document[,];

22(2) amendment of articles, charter, certificate or other
23organic document, restatement of articles, charter,
24certificate or other organic document[, change in registered
25or principal office, change in share structure,];

26(3) dissolution, cancellation or termination[,
27reorganization,] of an association;

28(4) withdrawal by foreign association[,];

29(5) withdrawal by a partner[, or any similar];

30(6) a transaction[,] similar to an item listed in 

1paragraphs (1) through (5); or

2 (7) the deposit in the [Department of State] department
3for filing in, by or with the [Department of State]
4department or the Secretary of the Commonwealth of any
5articles, statements, proceedings, agreements or any [like]
6similar papers affecting associations under the statutes of
7this Commonwealth for which a specific fee is not set forth 
8in section 153 (relating to fee schedule) or other applicable 
9statute.

10["Bureau." The Corporation Bureau of the Department of State
11or any successor agency within the department.]

12§ 153. Fee schedule.

13(a) General rule.--The nonrefundable fees of the bureau,
14including fees for the public acts and transactions of the
15Secretary of the Commonwealth administered through the bureau,
16shall be as follows:

17(1) Domestic corporations:

18(i) Articles of incorporation, letters
19patent or similar instruments incorporating

20a corporation or association.................... $125

21(ii) Articles or agreement or similar

22instrument of merger, consolidation or
23division........................................ 70

24(iii) Additional fee for each association

25which is a party to a merger or
26consolidation................................... 40

27(iv) Additional fee for each new association
28resulting from a division....................... 125

29(v) Articles of conversion or a similar
30instrument...................................... 70

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

2(2) Foreign corporations:

3(i) Certificates of authority or similar
4qualifications to do business................... 250

5(ii) Amended certificate of authority or

6similar change in qualification to do business.. 250

7(iii) Domestication........................ 125

8(iv) Statement of merger or consolidation

9or similar instrument reporting occurrence of

10merger or consolidation not effected by a filing

11in the department............................... 70

12(v) Additional fee for each qualified

13foreign corporation which is named in a statement

14of merger or consolidation or similar

15instrument...................................... 40

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

17(3) Partnerships and limited liability companies:

18(i) Certificate of limited partnership or
19certificate of organization of a limited

20liability company or similar instrument forming

21a limited partnership or organizing a limited

22liability company............................... 125

23(ii) Certificate of merger, consolidation

24or division..................................... 70

25(iii) Additional fee for each association

26which is a party to a merger or consolidation... 40

27(iv) Additional fee for each new

28association resulting from a division........... 125

29(v) Application for registration of foreign

30limited partnership or limited liability

1company......................................... 250

2(vi) Certificate of amendment of

3registration of foreign limited partnership or

4limited liability company....................... 250

5(vii) Statement of registration of registered
6limited liability partnership or statement of

7election as an electing partnership............. 125

8(viii) Domestication of foreign limited

9liability company............................... 125

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

11(4) Business trusts:

12(i) Deed of trust or other initial instrument

13for a business trust............................ 125

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

15(5) Fictitious names:

16(i) Registration........................... 70

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

18(6) Service of process:

<-19(i) Each defendant named or served......... 70

<-20(ii) (Reserved)...........................

21(7) Trademarks, emblems, union labels, description of
22bottles and similar matters:

23(i) Trademark registration................. 50

24(ii) Each ancillary trademark transaction.. 50

25(iii) Any other registration under this
26paragraph....................................... 70

27(iv) Any other ancillary transaction under

28this paragraph.................................. 70

29(8) Uniform Commercial Code as provided in 13 Pa.C.S.
30§ 9525 (relating to fees).

1(9) Copy fees, including copies furnished under the
2Uniform Commercial Code:

<-3(i) Each page of photocopy furnished....... 3

<-4(ii) (Reserved)...........................

5(10) Certification fees:

6(i) For certifying copies of any document

7or paper on file, the fee specified in

8paragraph (9), if the department furnished

9the copy, plus.................................. 40

<-10(ii) (Reserved)...........................

11(iii) <-(ii) For issuing any other certificate of

12the Secretary of the Commonwealth or the

13department (other than an engrossed

14certificate).................................... 40

15(11) Report of record search other than a search under
16paragraph (8):

<-17(i) For preparing and providing a report of

18a record search, the fee specified in paragraph

19(9), if any, plus............................... 15

<-20(ii) (Reserved)...........................

21(12) Reservation and registration of names:

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

23(ii) Registration of foreign or other

24corporation name................................ 70

25(13) Change of registered office or address:

26(i) Each statement of change of registered

27office by agent................................. 5

28(ii) Each statement or certificate of change

29of registered office............................ 5

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

1(14) Contingent domestication:

2(i) Statement of contingent domestication.. 125

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

4during which a contingent domestication or

5temporary domiciliary status is in effect...... 1,500

6(15) Expedited service:

7(i) For the processing of any filing under

8this title or 13 Pa.C.S. (relating to commercial

9code) which is received by the bureau before

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

11one hour, an additional fee of................. 1,000

12(ii) For the processing of any filing under

13this title or Title 13 which is received by the

14bureau before 2 p.m. and is requested to be

15completed within three hours, an additional

16fee of......................................... 300

17(iii) For processing of any filing under

18this title or Title 13 which is received by the

19bureau before 10 a.m. and is requested to be

20completed the same day, an additional fee of... 100

21(b) Daily listings.--The bureau may provide listings or
22copies of microfilm, or both, of complete daily filings of any
23class of documents or papers for a fee of 25¢ per filing listed
24or set forth therein.

25(c) Other services.--The bureau may charge equivalent fees
26for any like service not specified in subsection (a) or (b).

27(d) Restriction.--UCC Revenue received by a county recorder
28of deeds under 13 Pa.C.S. § 9525 (relating to fees) after June
2930, 2001, shall be restricted for use by the county recorder of
30deeds and the county prothonotary. The revenue shall be credited

1to the offices of the county recorder of deeds and the county
2prothonotary on the basis of the amount collected in each office
3in calendar year 2000, excluding any amounts paid to the
4Commonwealth. Revenue received in excess of the total amount
5received by each office during the year 2000, excluding amounts
6paid to the Commonwealth, shall be distributed pro rata to the
7county recorder of deeds and the county prothonotary. In a
8county without a recorder of deeds or a prothonotary, the
9provisions of this subsection shall apply to the equivalent
10county officials.

11§ 155. Disposition of funds.

12(a) Corporation Bureau Restricted Account.--

13(1) The Corporation Bureau Restricted Account is
14continued.

15(2) Sources of the account are as follows:

16(i) Thirty percent of the amount received by the
17department under this subchapter excluding fees
18collected under 13 Pa.C.S. § 9525(a)(1)(ii) (relating to
19fees).

20(ii) Five percent of the amount received by the
21department under 13 Pa.C.S. § 9525(a)(1)(ii).

22(3) After application of paragraph (2), the balance of
23the amount received by the department under this subchapter
24shall be deposited in the General Fund.

25(4) Except as set forth in paragraph (5), the account
26shall be used solely for the operation of the bureau and for
27its modernization as required for improved operations of the
28bureau.

29(5) If there is a surplus in the account for two
30consecutive fiscal years above what is necessary to carry out

1paragraph (4), the Secretary of the Commonwealth shall
2transfer the surplus into the General Fund.

3(b) Expenditures.--The [Department of State] department
4shall submit a budget for the operation or modernization of the
5Corporation Bureau to the Governor for approval. Such funds as
6are approved by the Governor are hereby appropriated from the
7Corporation Bureau Restricted Account to the [Department of
8State] department for the operation of the bureau.

9(c) Advisory committee.--The Secretary of the Commonwealth
10shall appoint a Corporation Bureau Advisory Committee. The
11committee shall be composed of persons knowledgeable in matters
12covered by this title and related provisions of law and who have
13been recommended for appointment to the committee by the
14organized bar or other organized users of the facilities and
15services of the bureau. Members shall serve without compensation
16other than reimbursement for reasonable and necessary expenses
17in accordance with Commonwealth policy or regulations, shall
18serve for terms fixed by the secretary and may be reappointed.
19The Chairman of the committee shall be elected by the committee.
20The committee shall make recommendations to the Governor with
21respect to each budget submitted under subsection (b) and may
22consult with the department in the administration of this title
23and related provisions of law. The committee, in consultation
24with the bureau and the department, shall submit, by June 1 of
25each odd-numbered year, a report to the General Assembly
26describing its activities under this title and any recommended
27changes to this title.

28Section 4. Title 15 is amended by adding a section to read:

29§ 156. References.

30In statutes, regulations and orders, a reference to the

1Corporation Bureau shall be deemed a reference to the Bureau of
2Corporations and Charitable Organizations.

3Section 5. Repeals are as follows:

4(1) The General Assembly declares as follows:

5(i) The repeal under paragraph (2)(i) is necessary
6to effectuate the amendment of 15 Pa.C.S. § 153(a).

7(ii) The repeal under paragraph (2)(ii) is necessary
8to effectuate the amendment of 15 Pa.C.S. § 155(a).

9(2) The following provisions are repealed:

10(i) Section 618-A(2) of the act of April 9, 1929
11(P.L.177, No.175), known as The Administrative Code of
121929.

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

14Section 6. When the Department of State is ready to provide
15expedited services under the addition of 15 Pa.C.S. § 153(a)
16(15), it shall transmit notice of that fact to the Legislative
17Reference Bureau for publication as a notice in the Pennsylvania
18Bulletin.

19Section 7. This act shall take effect as follows:

20(1) The following provisions shall take effect
21immediately:

22(i) Section 6 of this act.

23(ii) This section.

24(2) The addition of 15 Pa.C.S. § <-153(a) 153(a)(15) shall
25take effect upon publication of the notice under section 6 of
26this act.

27(3) The remainder of this act shall take effect in 60
28days.