2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 82 - Registered Limited Liability Partnerships
8221 - Annual registration.

                               SUBCHAPTER C
                           ANNUAL REGISTRATION

     Sec.
     8221.  Annual registration.
     § 8221.  Annual registration.
        (a)  General rule.--Every domestic registered limited
     liability partnership in existence on December 31 of any year
     and every foreign registered limited liability partnership that
     is registered to do business in this Commonwealth on December 31
     of any year shall file in the Department of State with respect
     to that year, and on or before April 15 of the following year, a
     certificate of annual registration on a form provided by the
     department, signed by a general partner and accompanied by the
     annual registration fee prescribed by subsection (b). The
     department shall not charge a fee other than the annual
     registration fee for filing the certificate of annual
     registration.
        (b)  Annual registration fee.--
            (1)  The annual registration fee to be paid when filing a
        certificate of annual registration shall be equal to a base
        fee of $200 times the number of persons who were general
        partners of the partnership on December 31 of the year with
        respect to which the certificate of annual registration is
        being filed and who:
                (i)  in the case of a natural person, had his
            principal residence on that date in this Commonwealth; or
                (ii)  in the case of any other person, was
            incorporated or otherwise organized or existing on that
            date under the laws of this Commonwealth.
            (2)  The base fee of $200 shall be increased on December
        31, 1997, and December 31 of every third year thereafter by
        the percentage increase in the Consumer Price Index for Urban
        Workers during the most recent three calendar years for which
        that index is available on the date of adjustment. Each
        adjustment under this paragraph shall be rounded up to the
        nearest $10.
        (c)  Notice of annual registration.--Not later than February
     1 of each year, the department shall give notice to every
     partnership required to file a certificate of annual
     registration with respect to the preceding year of the
     requirement to file the certificate. The notice shall state the
     amount of the base fee payable under subsection (b)(1), as
     adjusted pursuant to subsection (b)(2), if applicable, and shall
     be accompanied by the form of certificate of annual registration
     to be filed. Failure by the department to give notice to any
     party, or failure by any party to receive notice, of the annual
     registration requirement shall not relieve the party of the
     obligation to file the certificate of annual registration.
        (d)  Credit to Corporation Bureau Restricted Account.--The
     annual registration fee shall not be deemed to be an amount
     received by the department under Subchapter C of Chapter 1 for
     purposes of section 155 (relating to disposition of funds),
     except that $25 of the fee shall be credited to the Corporation
     Bureau Restricted Account.
        (e)  Failure to pay annual fee.--
            (1)  Failure to file the certificate of annual
        registration required by this section for five consecutive
        years shall result in the automatic termination of the status
        of the registered limited liability partnership as such. In
        addition, any annual registration fee that is not paid when
        due shall be a lien in the manner provided in this subsection
        from the time the annual registration fee is due and payable.
        If a certificate of annual registration is not filed within
        30 days after the date on which it is due, the department
        shall assess a penalty of $500 against the partnership, which
        shall also be a lien in the manner provided in this
        subsection. The imposition of that penalty shall not be
        construed to relieve the partnership from liability for any
        other penalty or interest provided for under other applicable
        law.
            (2)  If the annual registration fee paid by a registered
        limited liability partnership is subsequently determined to
        be less than should have been paid because it was based on an
        incorrect number of general partners or was otherwise
        incorrectly computed, that fact shall not affect the
        existence or status of the registered limited liability
        partnership as such, but the amount of the additional annual
        registration fee that should have been paid shall be a lien
        in the manner provided in this subsection from the time the
        incorrect payment is discovered by the department.
            (3)  The annual registration fee shall bear simple
        interest from the date that it becomes due and payable until
        paid. The interest rate shall be that provided for in section
        806 of the act of April 9, 1929 (P.L.343, No.176), known as
        The Fiscal Code, with respect to unpaid taxes. The penalty
        provided for in paragraph (1) shall not bear interest. The
        payment of interest shall not relieve the registered limited
        liability partnership from liability for any other penalty or
        interest provided for under other applicable law.
            (4)  The lien created by this subsection shall attach to
        all of the property and proceeds thereof of the registered
        limited liability partnership in which a security interest
        can be perfected in whole or in part by filing in the
        department under 13 Pa.C.S. Div. 9 (relating to secured
        transactions; sales of accounts, contract rights and chattel
        paper), whether the property and proceeds are owned by the
        partnership at the time the annual registration fee or any
        penalty or interest becomes due and payable or whether the
        property and proceeds are acquired thereafter. Except as
        otherwise provided by statute, the lien created by this
        subsection shall have priority over all other liens, security
        interests or other charges, except liens for taxes or other
        charges due the Commonwealth. The lien created by this
        subsection shall be entered on the records of the department
        and indexed in the same manner as a financing statement filed
        under 13 Pa.C.S. Div. 9. At the time an annual registration
        fee, penalty or interest that has resulted in the creation of
        a lien under this subsection is paid, the department shall
        terminate the lien with respect to that annual registration
        fee, penalty or interest without requiring a separate filing
        by the partnership for that purpose.
            (5)  If the annual registration fee paid by a registered
        limited liability partnership is subsequently determined to
        be more than should have been paid for any reason, no refund
        of the additional fee shall be made.
            (6)  Termination of the status of a registered limited
        liability partnership as such, whether voluntarily or
        involuntarily, shall not release it from the obligation to
        pay any accrued fees, penalties and interest and shall not
        release the lien created by this subsection.
        (f)  Exception for bankrupt partnerships.--A partnership that
     would otherwise be required to pay the annual registration fee
     set forth in subsection (b) shall not be required to pay that
     fee with respect to any year during any part of which the
     partnership is a bankrupt as defined in section 8903 (relating
     to definitions and index of definitions). The partnership shall,
     instead, indicate on its certificate of annual registration for
     that year that it is exempt from payment of the annual
     registration fee pursuant to this subsection. If the partnership
     fails to file timely a certificate of annual registration, a
     lien shall be entered on the records of the department pursuant
     to subsection (e) which shall not be removed until the
     partnership files a certificate of annual registration
     indicating its entitlement to an exemption from payment of the
     annual registration fee as provided in this subsection. See
     section 8201(e) (relating to scope).
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsec. (e) and added subsec.
     (f).
        References in Text.  Division 9 of Title 13, referred to in
     subsec. (e), was repealed and added by the act of June 8, 2001
     (P.L.123, No.18). Present Division 9 relates to secured
     transactions.
        Cross References.  Section 8221 is referred to in section
     8201 of this title.