2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 1 - General Provisions › Section 135 - Requirements to be met by filed documents

§ 135. Requirements to be met by filed documents.
(a) General rule.--
A document shall be accepted for filing by the department if it satisfies the following requirements:
(1) The document purports on its face to relate to matters authorized or required to be filed under this title or contains a caption indicating that relationship and, if no applicable statement has been prescribed under section 134 (relating to docketing statement), contains sufficient information to permit the department to prepare a docket record entry:
(i) Identifying the name of the association or other person to which the document relates.
(ii) Identifying the association or associations, if any, the existence of which is to be created, extended, limited or terminated by reason of the filing and the duration of existence of any such association.
(iii) Specifying the date upon which the creation or termination of existence, if any, of the association or associations effected by the filing will take effect.
(2) The document complies with any regulations promulgated by the department and is accompanied by any applicable statement prescribed under section 134.
(3) In the case of a document that creates a new association or effects or reflects a change in name:
(i) the document is accompanied by evidence that the proposed name has been reserved by or on behalf of the applicant; or
(ii) the proposed name is available for use under the applicable standard established by this title and any other applicable provision of law.
(4) In the case of any other document that sets forth a name or mark, the proposed name or mark is available for use under the applicable standard established by law.
(5) All fees, taxes and certificates or statements relating thereto required by section 139 (relating to tax clearance of certain fundamental transactions) or otherwise have been tendered therewith.
(6) All certificates and other instruments required by statute evidencing the consent or approval of any department, board, commission or other agency of this Commonwealth as a prerequisite to the filing of the document in the Department of State have been incorporated into, attached to or otherwise tendered with the document.
(7) It is in record form and executed. The department shall not examine a document to determine whether the document has been signed by an authorized person or by sufficient authorized persons or otherwise is duly signed.
(b) Attorney-in-fact.--
Any person, other than an incorporator or officer of a corporation, as such, may sign a document by an attorney-in-fact or fiduciary. It shall not be necessary to present to or file in the department the original or a copy of any document evidencing the authority of an attorney-in-fact or fiduciary.
(c) Addresses.--
(1) Whenever any provision of this title requires that any person set forth an address in any document, such provision shall be construed to require the submission of an actual street address or rural route box number, and the department shall refuse to receive or file any document that sets forth only a post office box address.
(2) Whenever any provision of this title requires the statement of a registered office address in any document filed in the department, such provision shall be construed to require the statement also of the county in which the registered office address is located.
(d) (Reserved).
(e) Distinguishable names.--
A name shall not be considered distinguishable upon the records of the department from another name for purposes of this title and 54 Pa.C.S. (relating to names) solely because the names differ from each other in any or all of the following respects:
(1) Use of punctuation marks and of symbols or characters specified by regulation of the department under section 133(a)(3)(vi) (relating to powers of Department of State).
(2) Use of a definite or indefinite article.
(3) Use of any of the following terms to designate the status of an association: corporation, company, incorporated, limited, association, fund, syndicate, limited partnership, limited liability company, trust or business trust. This paragraph includes abbreviations, in any language, of the terms listed in this paragraph.
(Dec. 19, 1990, P.L.834, No.198; June 22, 2000, P.L.356, No.43, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014
Amendment.
Act 172 amended subsec. (e)(1).
2013
Amendment
.
Act 67 amended subsecs. (a) intro. par., (2) and (7) and (d).
2000 Amendment.
Act 43 added subsec. (e).
1990 Amendment.
Act 198 amended subsec. (c) and added subsecs. (a)(7) and (d), effective in four months as to subsec. (c)(2) and immediately as to the other amendments.
Cross References.
Section 135 is referred to in sections 133, 136, 137, 138, 208, 209, 335, 345, 355, 366, 375, 412, 413, 415, 417, 418, 1109, 1311, 1341, 1977, 1989, 5109, 5308, 5311, 5341, 5977, 5989, 8201, 8433, 8434, 8474, 8482, 8621, 8622, 8625, 8636, 8665, 8681.1, 8682, 8702, 8821, 8822, 8825, 8832, 8833, 8872, 8878, 9120, 9503 of this title; section 103 of Title 54 (Names).