2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8998 - Annual registration.

     § 8998.  Annual registration.
        (a)  General rule.--Every domestic restricted professional
     company in existence on December 31 of any year and every
     qualified foreign restricted professional company 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, executed by the company 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. The certificate of annual registration shall
     include a statement by the company as to whether or not it
     engaged in any business not permitted by section 8996(a)
     (relating to purposes of restricted professional companies)
     during the year with respect to which the certificate is being
     filed.
        (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 $300 times the number of persons who:
                (i)  were members of the company on December 31 of
            the year with respect to which the certificate of annual
            registration is being filed;
                (ii)  were licensed persons; and
                (iii)  had their principal residence at the time in
            this Commonwealth.
            (2)  The base fee of $300 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
     restricted professional company 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 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.
        (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
     (relating to Corporation Bureau and UCC fees) 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)  Functions of Department of State.--The department shall
     send to the Department of Revenue a copy of any certificate that
     discloses the conduct of any business not permitted by section
     8996(a).
        (f)  Annual fee to be lien.--
            (1)  Failure to file the certificate of annual
        registration required by this section shall not affect the
        existence or status of the restricted professional company as
        such, but the annual registration fee that would have been
        payable 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
        company, 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 company from liability for any other
        penalty or interest provided for under other applicable law.
            (2)  If the annual registration fee paid by a restricted
        professional company is subsequently determined to be less
        than should have been paid because it was based on an
        incorrect number of members or was otherwise incorrectly
        computed, that fact shall not affect the existence or status
        of the restricted professional company 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 restricted
        professional company 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 restricted
        professional company 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 company 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 company for that purpose.
            (5)  If the annual registration fee paid by a restricted
        professional company is subsequently determined to be more
        than should have been paid for any reason, no refund of the
        additional fee shall be made.
        (g)  Cross references.--See section 8907 (relating to
     execution of documents) and 18 Pa.C.S. § 4904 (relating to
     unsworn falsification to authorities).
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

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