Business entities could lose their exclusive right to use their business names in Pennsylvania after December 31, 2011. To retain their rights, such business entities must file a Decennial Report by December 31, 2011 to inform the Pennsylvania Department of State that such business entities continue to operate.
Every type of business entity must file the Decennial Report, including medical practices organized as (i) professional and nonprofit corporations; (ii) limited liability companies, (iii) limited partnerships, and (iv) limited liability partnerships. Holders of fictitious names are NOT required to file.
Pennsylvania law requires that such business entities that have not made a new or amended filing with the Pennsylvania Department of State's Corporation Bureau since January 1, 2002 are required to file a Decennial Report in 2011. Please note that filing tax forms does not count. The filing fee in $70. The Pennsylvania Department of State has created a searchable database listing all business entities required to file by December 31, 2011.
If a required business entity fails to file a Decennial Report, it will lose its exclusive right to use its name in Pennsylvania on January 1, 2012, and Pennsylvania will purge its records and make the unused registered names available for use by others.
In addition, the Pennsylvania Department of State's Corporation Bureau may add language to subsistence or good standing certificates that are ordered after January 1, 2012 for any entity that has not filed the Decennial Report, indicating that the report is delinquent and that the name is available for use by others. This could have a detrimental effect on future business transactions, especially where the name of the practice is an asset in an asset sale transaction.
If you need assistance in connection with the decennial filing, please contact your Houston Harbaugh attorney.