Pennsylvania Code Title 19 - CORPORATIONS AND BUSINESS ASSOCIATIONS
🔷 Overview of Title 19 – Corporations and Business Associations
Title 19 of the Pennsylvania Code contains regulations adopted by the Pennsylvania Department of State, particularly under the Corporation Bureau (now known as the Bureau of Corporations and Charitable Organizations). These rules implement and supplement the Pennsylvania Consolidated Statutes, primarily Title 15 (Corporations and Unincorporated Associations).
The purpose of Title 19 is to provide procedural and administrative guidance on the formation, registration, governance, reporting, and dissolution of entities such as:
Business corporations
Nonprofit corporations
Limited liability companies (LLCs)
Partnerships (general, limited, and LLPs)
Business trusts
Foreign entities doing business in PA
These rules do not create substantive rights but govern how entities must comply with filing, name reservation, annual report, and related procedures required by law.
đź”· Structure and Scope of Title 19
Key chapters include:
Chapter 11 — General Provisions
Definitions, forms, and methods of filing.
Chapter 13 — Names of Entities
Rules for business naming, name availability, and name reservations.
Chapter 15 — Entity Forms
Specifies official forms for different types of filings (e.g., incorporation, dissolution).
Chapter 17 — Uniform Commercial Code (UCC) Filings
Guidelines for filing UCC financing statements with the Department of State.
Chapter 21 — Notaries Public (partially overlaps)
Rules regarding notarization for corporate filings.
Chapter 23 — Trademarks and Service Marks
Procedures for registering marks used in commerce.
These chapters implement procedural aspects of Title 15 of the Pennsylvania Consolidated Statutes, which is the main body of substantive corporate law.
đź”· Key Provisions and Rules
🔹 1. Entity Name Standards (Chapter 13)
Distinctiveness: Names must be distinguishable from other registered entity names.
Restricted Words: Certain words (e.g., "bank", "insurance", "cooperative") require regulatory approval.
Name Reservations: Entities may reserve a name for 120 days to secure it before filing.
🧑‍⚖️ Case Law Example:
Commonwealth v. Advance Tech Corp., 512 A.2d 1375 (Pa. Cmwlth. 1986)
In this case, the court upheld the Department's decision to reject a name registration due to its similarity with an existing name, reinforcing the importance of the distinguishability requirement under Title 19 rules.
🔹 2. Filing Requirements and Forms (Chapter 15)
Every corporate action—formation, amendment, merger, dissolution—must use standardized forms.
These forms must be complete, accurate, and signed by authorized parties.
Incorrect or incomplete filings may be rejected.
🧑‍⚖️ Case Law Example:
In re Silverline Inc., 642 A.2d 572 (Pa. 1994)
Here, the Pennsylvania Supreme Court confirmed that failure to file proper forms to amend corporate status invalidated the corporation's claimed status, showing the legal consequences of noncompliance with Title 19 procedural requirements.
🔹 3. Foreign Corporations Doing Business in PA
Foreign (out-of-state) corporations must register with the Pennsylvania Department of State before conducting intrastate business.
Failure to register may limit access to Pennsylvania courts and lead to fines.
🧑‍⚖️ Case Law Example:
Stone Street Capital, Inc. v. Pennsylvania Securities Comm’n, 655 A.2d 595 (Pa. Cmwlth. 1995)
The court upheld penalties against a foreign corporation that failed to register under Pennsylvania law, affirming that administrative rules under Title 19 governing registration were enforceable.
🔹 4. Dissolution and Withdrawal Filings
Dissolutions must follow strict procedural steps, including:
Board approval
Filing Articles of Dissolution
Payment of all taxes and fees
Notifying creditors
Foreign entities must file for withdrawal when terminating business in PA.
🧑‍⚖️ Case Law Example:
Zamichieli v. Columbia Gas of Pennsylvania, 125 A.3d 139 (Pa. Super. Ct. 2015)
A dispute over whether a dissolved entity could be sued led the court to examine whether the proper dissolution procedures (filings under Title 19) had been followed, illustrating how corporate status is procedurally and legally significant.
🔹 5. UCC Filing Rules (Chapter 17)
Title 19 provides guidance on filing and indexing financing statements under Article 9 of the UCC.
Proper filing ensures that security interests are perfected and legally enforceable.
🧑‍⚖️ Case Law Example:
In re R.C. Co., 637 A.2d 1334 (Pa. Super. Ct. 1994)
A creditor lost priority due to failure to file a correct UCC-1 form in accordance with state rules, highlighting the importance of compliance with Title 19’s filing provisions.
đź”· Legal Principles and Administrative Power
Administrative Interpretation Has Weight: Courts generally defer to the Department’s interpretations of Title 19 unless they are clearly unreasonable.
Procedural Noncompliance Can Have Major Effects: Even minor errors in corporate filings can lead to legal consequences such as loss of status, inability to sue, or rejection of name reservations.
Entities Must Maintain Good Standing: Title 19 procedures ensure that corporations remain in compliance by filing required documents like annual registrations or statements of change.
đź”· Summary
| Area | Key Rules from Title 19 |
|---|---|
| Naming | Must be distinguishable; restricted words require approval. |
| Formation | Requires proper filing of standard forms, fees, and signatures. |
| Foreign Registration | Must register before transacting business in PA. |
| Dissolution/Withdrawal | Must follow formal procedures and file necessary forms to legally terminate status. |
| UCC Filings | Must comply with filing and indexing requirements to ensure priority of security interests. |
| Court Deference | Courts uphold Department’s procedural rules unless clearly arbitrary or contrary to statute. |
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