Alerts

Annual Reports are Coming to Pennsylvania

The state recently enacted legislation (House Bill 2057) requiring business entities to file annual reports with the Pennsylvania Department of State beginning in 2024. This new annual report requirement replaces the current (and confusing) requirement to file decennial reports during years ending with the numerical “1” (e.g. 2001, 2011, 2021).

Annual reports will be due before July 1 for domestic and foreign corporations and non-profit corporations, before October 1 for domestic and foreign limited liability companies (LLCs), and on or before December 31 for any other form of domestic or foreign association.

The legislation requires the Pennsylvania Department of State to deliver an annual report notice to each entity at least two months before its annual report is due. If an entity fails to file an annual report, it will be subject to administrative dissolution.

For more key information regarding this bill and other recent legislation, please visit our new legislative blog page here: https://bit.ly/3WErjQY

Don’t Take the Bait

States across the country are warning businesses about deceptive solicitations posing as government correspondence. Often citing state statutes and/or containing an official looking seal, these solicitations can fool unsuspecting and well-meaning businesses into paying for certificates, annual minutes, annual reports, renewal filings, and other compliance services that they may not need.

Recently, there has been an uptick in misleading communications relating to Uniform Commercial Code (UCC) services. Be wary of mailings labeled “Uniform Commercial Code Financing Statement Request Form” containing a response deadline and asking for your business information and payment in order to obtain information on UCC financing statements you have on file. Although these mailings may look official, they are pure solicitations.

In addition to sending misleading solicitations by mail and email, scammers have been calling businesses and posing as the Secretary of State’s office in an attempt to get the business to reveal company information and order unnecessary certificates and other documents.

If you have a question as to whether a piece of correspondence or phone call you receive is a sneaky solicitation from an unscrupulous scammer, feel free to reach out to us to investigate and verify.

Legislation Affects Entity Formation and Operation

Understanding each jurisdiction’s legislation as it relates to entity names is paramount for effective formation and operation of any business entity.

Florida passed amendments to its Fictitious Name Act, effective July 1, 2017. The act requires anyone doing business in Florida under a name other than the person’s legal name to register the fictitious name with the Division of Corporations of the Department of State. The amendments clarify the fictitious name registration process, by illuminating the documentation and information needed when registering a fictitious name, the time period for which a registration is valid, and the process for cancellation of the registration. Further, the legislation adds an exemption from registration for limited liability companies that already conduct business in a name that is licensed or registered and negates the need for a sworn statement when registering a fictitious name. Notably, limited partnerships, limited liability partnerships, limited liability limited partnerships, and limited liability companies should be careful when using certain words, abbreviations, and designations, as they may be prohibited unless the entity actually qualifies as that particular type of entity. Failure to comply with provisions under the Fictitious Name Act now constitutes a noncriminal violation, as opposed to the former classification of a misdemeanor. Finally, renewal of registration may be barred under certain conditions under the amendments.

Texas also passed legislation related to names of domestic and foreign entities, effective June 1, 2018. This legislation allows an entity or person to file a certified copy of a final judgment to establish the right to use the name in Texas. Names will need to be “distinguishable from” other names, instead of avoiding being “deceptively similar to” other names under the current version of the legislation. The “distinguishable from” standard will be expanded in its application to fictitious names under which foreign entities are registered. Formerly, names were only checked against names of existing filing entities, registered foreign filing entities, reserved names, and other registered names.