By: Anthony H. Chwastyk
Please note, this article was updated on March 3, 2021.
Rarely do corporate filings make a non-lawyer’s New Year’s resolutions list, but Pennsylvania businesses should be mindful about protecting their names and registered insignias or marks used with articles and supplies. Every decade, in years ending with “1” (e.g., 2021), almost all entities registered to do business in Pennsylvania (including non-profits) are required to file a decennial report with the Pennsylvania Department of State to preserve the exclusive rights to their business names. Owners of registered insignias and marks used with articles and supplies are also required to file a decennial report to remain valid. The deadline to file a decennial report is December 31, 2021 with a filing fee is $70, a small price to safeguard your rights.
Failure to file the decennial report extinguishes a company’s exclusive rights in its name. Its existence continues, but the Secretary of State will allow another company to use that name. An owner’s rights to a registered insignia or mark used with articles and supplies are extinguished outright. Loss of these critical assets puts a company at a significant disadvantage, especially for small, local businesses whose name or registered insignias or marks used with articles or supplies have developed significant goodwill.
Fortunately, there are key exceptions to the decennial filing requirement. First, if a company made a new or amended filing with the Bureau of Corporations and Charitable Organizations between January 1, 2012 and December 31, 2021, it is exempt from the decennial report filing. The foregoing exception does not apply to decennial filings (say from a previous decade), a name reservation, name search, consent to appropriation of name, or fictitious name registration. Nonqualified foreign associations who file an annual name registration required by the state corporation code are also excused from the decennial filing. Finally, corporations that have had their officer information forwarded from the Department of Revenue to the Department of State need not file.
Owners of fictitious name registrations and state trademarks are not required to file decennial reports, though it is important to note that Pennsylvania state trademarks must be renewed in accordance with state law. Registered insignias and marks used with articles or supplies are a specific subset of legally protected brand identity under Pennsylvania law and are treated differently with respect to formal renewal requirements.
It is crucial to consult with your attorney to determine whether you and your company need to file. The attorneys in Cohen Seglias’ Business Transactions Group are available to advise its clients on this crucial corporate issue. Additionally, our attorneys can work with you and your company if you have discovered that you lost the exclusivity of your name or the validity of your registered insignia or a mark used with articles and supplies.