PRINTER'S NO. 250
No. 217 Session of 2007
INTRODUCED BY COHEN, PETRONE, MUNDY, SURRA, CALTAGIRONE, COX,
ELLIS, GODSHALL, GRUCELA, HALUSKA, KOTIK, KULA, LEACH,
MAHONEY, SABATINA, McILVAINE SMITH, SOLOBAY, STABACK, WALKO,
WATERS AND YOUNGBLOOD, FEBRUARY 5, 2007
REFERRED TO COMMITTEE ON COMMERCE, FEBRUARY 5, 2007
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:
1 * * *
2 "Official notice." An official listing of applications,
3 notices and other filings made with the Department of State that
4 are maintained by the department on a publicly available
5 Internet website in accordance with section 141 (relating to
6 Internet website).
7 * * *
8 Section 2. Title 15 is amended by adding a section to read:
9 § 141. Internet website.
10 (a) General rule.--The department shall make available on a
11 publicly accessible Internet website information relating to the
12 following:
13 (1) The filing by incorporators or the filing by a
14 corporation of articles of incorporation with the department.
15 (2) The application for registration or the registration
16 of all of the following:
17 (i) A partnership.
18 (ii) A limited liability partnership.
19 (iii) A limited liability company.
20 (iv) A fictitious name under 54 Pa.C.S. § 311
21 (relating to registration).
22 (3) The application for certificate of authority or the
23 application for termination of authority of all of the
24 following:
25 (i) A foreign business corporation.
26 (ii) A foreign nonprofit corporation.
27 (4) In addition to any other information required by
28 this title, the department shall make the following
29 information available on the website from an entity filing,
30 applying or registering under paragraph (1), (2) or (3):
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1 (i) The name of the proposed entity.
2 (ii) A statement that the entity is to be or has
3 been organized under this title.
4 (iii) The purpose of the entity.
5 (iv) The date of the filing, registering or applying
6 with the department.
7 (v) The county in which the address of the entity is
8 located, or in the case of a foreign entity the
9 registered office located in this Commonwealth.
10 (5) Information made available on the Internet website
11 shall be accessible to the public by the name of the proposed
12 entity; the type and date of the filing, application or
13 registration; and the county in which the address of the
14 entity is located or, in the case of a foreign entity, the
15 registered office located in this Commonwealth. The
16 information shall be archived and remain publicly accessible
17 on the Internet website.
18 (b) Fee.--
19 (1) The department may, by regulation, establish a fee
20 to be imposed on each application or document filed which
21 provides the information to be made available on the Internet
22 website required by this section.
23 (2) The fee shall be in addition to any other fee
24 authorized by law and may not exceed an amount determined by
25 the department to reimburse the Commonwealth for the expense
26 of developing and maintaining the Internet website.
27 Section 3. Sections 1307, 4124(b), 5307, 6124(b), 7704(a)
28 and 7720(e) of Title 15 are amended to read:
29 § 1307. [Advertisement] Official notice.
30 [The incorporators or the corporation shall officially
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1 publish a notice of intention to file or of the filing of
2 articles of incorporation. The notice may appear prior to or
3 after the day the articles of incorporation are filed in the
4 Department of State and] Within five business days of the
5 incorporators or a corporation filing articles with the
6 department, the department shall make available on a publicly
7 accessible Internet website an official notice that shall set
8 forth briefly:
9 (1) The name of the proposed corporation.
10 (2) A statement that the corporation is to be or has
11 been incorporated under the provisions of the Business
12 Corporation Law of 1988.
13 (3) The county in which the registered address of the
14 corporation is located or, in the case of a proposed
15 corporation, is to be located. See section 109(a)(2)
16 (relating to name of commercial registered office provider in
17 lieu of registered address).
18 (4) The date the articles were filed with the
19 department.
20 § 4124. Application for a certificate of authority.
21 * * *
22 (b) [Advertisement.--A foreign business corporation shall
23 officially publish notice of its intention to apply or its
24 application for a certificate of authority. The notice may
25 appear prior to or after the day on which application is made to
26 the Department of State and] Official notice.--Within five
27 business days of a foreign business corporation filing an
28 application for certificate of authority with the department,
29 the department shall make available on a publicly accessible
30 Internet website an official notice that shall set forth
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1 briefly:
2 (1) A statement that the corporation [will apply or] has
3 applied for a certificate of authority under the provisions
4 of the Business Corporation Law of 1988.
5 (2) The name of the corporation and of the jurisdiction
6 under the laws of which it is incorporated.
7 (3) The address, including street and number, if any,
8 and county of its principal office under the laws of the
9 jurisdiction in which it is incorporated.
10 (4) Subject to section 109, the address, including
11 street and number, if any, and county of its proposed
12 registered office in this Commonwealth.
13 (5) The date the application was filed with the
14 department.
15 * * *
16 § 5307. [Advertisement] Official notice.
17 [The incorporators or the corporation shall officially
18 publish a notice of intention to file or of the filing of
19 articles of incorporation. The notice may appear prior to or
20 after the day the articles of incorporation are filed in the
21 Department of State, and] Within five business days of the
22 incorporators or a corporation filing articles of incorporation
23 with the department, the department shall make available on a
24 publicly accessible Internet website an official notice that
25 shall set forth briefly:
26 (1) The name of the proposed corporation.
27 (2) A statement that the corporation is to be or has
28 been incorporated under the provisions of this article.
29 (3) A brief summary of the purpose or purposes of the
30 corporation.
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1 (4) [A date on or before which the articles will be
2 filed in the Department of State or the date the articles
3 were filed.] The date the articles were filed with the
4 department.
5 (5) The county in which the registered address of the
6 corporation is located or, in the case of a proposed
7 corporation, is to be located. See section 109(a)(2)
8 (relating to name of commercial registered office provider in
9 lieu of registered address).
10 § 6124. Application for a certificate of authority.
11 * * *
12 (b) [Advertisement.--A foreign nonprofit corporation shall
13 officially publish notice of its intention to apply or its
14 application for a certificate of authority. The notice may
15 appear prior to or after the day on which application is made to
16 the Department of State and] Official notice.--Within five
17 business days of a foreign nonprofit corporation filing an
18 application for certificate of authority with the department,
19 the department shall make available on a publicly accessible
20 Internet website an official notice that shall set forth
21 briefly:
22 (1) A statement that the corporation will apply or has
23 applied for a certificate of authority under the provisions
24 of the Nonprofit Corporation Law of 1988.
25 (2) The name of the corporation and of the jurisdiction
26 under the laws of which it is incorporated.
27 (3) The address, including street and number, if any,
28 and county of its principal office under the laws of the
29 jurisdiction in which it is incorporated.
30 (4) Subject to section 109, the address, including
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1 street and number, if any, and county of its proposed
2 registered office in this Commonwealth.
3 (5) The date the application was filed with the
4 department.
5 * * *
6 § 7704. Articles of incorporation.
7 (a) [Advertisement.--The incorporators shall advertise their
8 intention to file or the corporation shall advertise the filing
9 of articles of incorporation with the department one time in two
10 newspapers of general circulation, one of which shall be a
11 newspaper designated by the rules of court for the publication
12 of legal notices, or in two newspapers of general circulation
13 published in the county in which the initial registered office
14 of the corporation is to be located. If there is only one
15 newspaper of general circulation published in a county,
16 advertisements in that newspaper shall be sufficient.
17 Advertisements may appear prior to or after the day the articles
18 of incorporation are filed with the department and] Official
19 notice.--Within five days of the incorporators or a corporation
20 filing articles of incorporation with the Department of State,
21 the department shall make available on a publicly accessible
22 Internet website an official notice that shall set forth
23 briefly:
24 (1) The name of the proposed corporation.
25 (2) A statement that the corporation is to be or has
26 been organized under this chapter.
27 (3) The purpose of the corporation.
28 (4) [The time of filing the articles with the
29 department.] The date the application was filed with the
30 department.
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1 (5) The county in which the registered address of the
2 corporation is located or, in the case of a proposed
3 corporation, is to be located. See section 109(a)(2)
4 (relating to name of commercial registered office provider in
5 lieu of registered address).
6 * * *
7 § 7720. Amendments of articles.
8 * * *
9 (e) Advertisement.--Before or after an amendment has been
10 adopted by the shareholders, the corporation shall advertise its
11 intention to file or the filing of amendments to the articles
12 with the department in a manner similar to that prescribed in
13 section [7703] 7704 (relating to articles of incorporation).
14 Advertisements may appear prior to or after the day upon which
15 the articles of amendment are presented to the department and
16 shall set forth briefly:
17 (1) The name and location of the registered office of
18 the corporation.
19 (2) A statement that the amendments to the articles are
20 to be or were filed under this chapter.
21 (3) The nature and character of the amendments.
22 (4) The time when the amendments to the articles are to
23 be or were filed under this chapter.
24 Section 4. The definition of "officially publish" in section
25 101 of Title 54 is amended and the section is amended by adding
26 a definition to read:
27 § 101. Definitions.
28 Subject to additional definitions contained in subsequent
29 provisions of this title which are applicable to specific
30 provisions of this title, the following words and phrases when
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1 used in this title shall have, unless the context clearly
2 indicates otherwise, the meanings given to them in this section:
3 * * *
4 "Official notice." The meaning specified in 15 Pa.C.S. § 102
5 (relating to definitions).
6 ["Officially publish." The meaning specified in 15 Pa.C.S. §
7 1103 (relating to definitions) except that the county of
8 publication shall be as specified in this title.]
9 * * *
10 Section 5. Section 311(g) of Title 54 is amended to read:
11 § 311. Registration.
12 * * *
13 (g) [Advertisement.--An entity which includes an individual
14 party shall officially publish in the county in which the
15 principal office or place of business of the entity is or, in
16 the case of a proposed entity, is to be located notice of its
17 intention to file or the filing of an application for
18 registration of a fictitious name under this chapter. The notice
19 may appear prior to or after the day upon which the application
20 is filed in the department and shall be kept with the permanent
21 records of the business and] Official notice.--Within five days
22 of an entity which includes an individual party filing an
23 application for registration of a fictitious name under this
24 chapter with the department, the department shall make available
25 on a publicly accessible Internet website an official notice
26 that shall set forth briefly:
27 (1) The fictitious name.
28 (2) The address, including street and number, if any,
29 and county of the principal office or place of business of
30 the business to be carried on under or through the fictitious
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1 name.
2 (3) The names and respective addresses, including street
3 and number, if any, of all persons who are parties to the
4 registration.
5 (4) A statement that an application for registration of
6 a fictitious name is to be or was filed under the Fictitious
7 Names Act.
8 (5) The date the application was filed with the
9 department.
10 * * *
11 Section 6. This act shall take effect as follows:
12 (1) The addition of 15 Pa.C.S § 141 shall take effect in
13 120 days.
14 (2) This section shall take effect immediately.
15 (3) The remainder of this act shall take effect in 180
16 days.
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