What is a Decennial Report, and Do I Need to File One?
In mid-January the Pennsylvania Department of State’s Bureau of Corporations and Charitable Organizations may have sent you a postcard admonishing you that your organization has not made any filings with the Bureau since January 1, 2012. This postcard would have requested, in big red letters, that you take action by December 31, 2021. We have received a few questions from clients about whether this communication is legitimate, and what it requires them to do. This is a legitimate communication—and if you did not receive this postcard you still may need to file a decennial report.
The Bureau of Corporations and Charitable Organizations maintains the registrations of business and charitable organizations and their marks. If your organization has not filed amendments to its registration information with the Bureau, or filed corporate tax returns with the Pennsylvania Department of Revenue, during the past ten years, 54 Pa.C.S. § 503 requires you to file a decennial report that informs the Bureau that the name of your organization is actively in use. 54 Pa.C.S. § 1314 imposes a similar requirement for insignia like the names, badges, mottos, emblems and decorations of nonprofit organizations, while 54 Pa.C.S. § 1515 imposes a similar requirement for marked articles and supplies used in trade, like employee uniforms. Registered trademark owners are not required to file decennial reports, nor are fictitious name registrants or certain foreign associations.
The most likely recipients of these notices are organizations that do not file tax returns. The Bureau’s website has a helpful resource page that lists the specific organizations, insignias and marks that are required to file a decennial report this year, and we encourage you to check it in order to confirm that yours is not on the list. One reason you may not have received your postcard is that you have moved, and amidst all of the commotion involved in moving, you have not amended your entity’s registered office address. This is a good time to check your entity’s filing information on the Bureau’s search portal and make sure it is up-to-date.
The forms for entities and insignias and marks are simple, and allow you to file any corrective change of address that is necessary. You probably do not need an attorney to assist, although you may consider whether you would like an attorney’s assistance with other amendments to filings or organizational documents.
If you do not file your decennial report by December 31, 2021, the registration of your name or mark will be deemed to have expired. You will be able to restore its registration by filing a late-filed decennial report, but the risk is that you will lose the exclusive use of the name or mark between the time it expires and the time it is restored. It is not unprecedented for nefarious actors to exploit established businesses’ identities and marketing efforts by using deceptively similar names and marks—because the Bureau has publicized the names and marks that are subject to this year-end deadline, there is a greater risk of having your name or mark usurped entirely. For that reason, we recommend that you attend to this filing immediately, before it is forgotten or subjected to bureaucratic delay, and avoid risking any loss of hard-earned good will.