§ 140 — Custody and management of orphan corporate and business records

Pennsylvania § 140

• Jurisdiction: Pennsylvania
• Title 15: CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
• Part: PART I
• Ch. 1: GENERAL PROVISIONS
• Subch.: FUNCTIONS AND POWERS OF DEPARTMENT OF STATE

Text

(a) General rule.--Any orphan corporate and business record under the custody or control of a county, including the City and County of Philadelphia, may become a Commonwealth record in the manner provided in this section. The Department of State, with the concurrence of the county records committee existing under the act of August 14, 1963 (P.L.839, No.407), may provide for the transfer on a progressive and phased basis to the custody and management of the department of any or all orphan corporate and business records. To the extent feasible, such records shall be integrated with records of the department relating to the same type of matters or transactions.

(b) Procedure.--The transfer contemplated by subsection (a) shall be effected on a basis consistent with the availability of appropriations. It is the intention of this section to encourage the department to schedule work under this section on a seasonal or otherwise intermittent basis in order to facilitate the smoothing of the workload of the department. The department may classify orphan corporate and business records for purposes of priority of transfer by county of origin, type of matter or transaction, vintage of matter or transaction, or on any other basis or combination of bases which the department may deem to be appropriate. The department shall publish and update in the Pennsylvania Code a schedule, by county and type of matter or transaction, setting forth where, as between a county and the department, custody of all orphan corporate and business records then resides.

(c) Fictitious name records.--The following statutes provided for duplicate filing of fictitious name registrations in both the department and in the office of the clerk of the court of common pleas or an equivalent row office in a home rule charter county:

(1) Act of June 28, 1917 (P.L.645, No.227), relating to individual fictitious names.

(2) Act of May 24, 1945 (P.L.967, No.380), referred to as the Fictitious Names Act.

(3) Act of July 11, 1957 (P.L.783, No.374), known as the Fictitious Corporate Name Act.

The county records committee may provide for the destruction of such duplicate records without transfer to the custody of the department.

(d) Definition.--As used in this section, the term "orphan corporate and business records" means corporate and limited partnership filings and recordings which were formerly effected in the office of the clerk of the court of common pleas or the office for the recording of deeds or an equivalent row office in a home rule charter county and which are no longer effected in such offices by reason of the enactment of:

(1) The act of December 19, 1990 (P.L.834, No.198), known as the GAA Amendments Act of 1990, with respect to insurance corporations, including corporations incorporated under or subject to the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921, or incorporated under the acts of: April 28, 1903 (P.L.329, No.259); April 20, 1927 (P.L.317, No.190); June 24, 1939 (P.L.686, No.320); June 20, 1947 (P.L.687, No.298); June 28, 1951 (P.L.941, No.184); or July 15, 1957 (P.L.929, No.401); or any similar act relating to the incorporation or reincorporation of limited life insurance companies.

(2) The act of December 21, 1988 (P.L.1444, No.177), known as the General Association Act of 1988, with respect to certain:

(i) cooperative corporations incorporated under or subject to the act of June 7, 1887 (P.L.365, No.252), referred to as the Cooperative Association Act; and

(ii) public utility corporations, including corporations incorporated under or subject to the act of April 4, 1868 (P.L.62, No.29), referred to as the General Railroad Law; the act of April 29, 1874 (P.L.73, No.32), known as the Corporation Act of 1874; or the act of May 29, 1885 (P.L.29, No.32), referred to as the Natural Gas Company Act of 1885.

(3) The act of December 19, 1975 (P.L.524, No.155), with respect to certain limited partnerships, including limited partnerships formed under the act of April 12, 1917 (P.L.55, No.37), known as The Uniform Limited Partnership Act, or the act of March 21, 1836 (P.L.143, No.51), referred to as the Limited Partnerships Act of 1836.

(4) The act of November 15, 1972 (P.L.1063, No.271), with respect to nonprofit corporations incorporated under or subject to the act of May 5, 1933 (P.L.289, No.105), known as the Nonprofit Corporation Law of 1933, including corporations of the first class incorporated under or subject to the Corporation Act of 1874.

(5) Any similar act providing for the central filing in the department of a document of a type previously filed or recorded solely on a county or other decentralized basis.

Legislative History

(Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment.Act 198 added section 140. References in Text.The acts of March 21, 1836 (P.L.143, No.51), April 4, 1868 (P.L.62, No.29), April 29, 1874 (P.L.73, No.32), May 29, 1885 (P.L.29, No.32), June 7, 1887 (P.L.365, No.252), April 28, 1903 (P.L.329, No.259), April 12, 1917 (P.L.55, No.37), June 28, 1917 (P.L.645, No.227), April 20, 1927 (P.L.317, No.190), May 24, 1945 (P.L.967, No.380) and July 11, 1957 (P.L.783, No.374), referred to in this section, are repealed. Cross References.Section 140 is referred to in sections 1311, 5311 of this title.