RESOLUTION SUPPORTING REPEAL OF RPC AND LLP ANNUAL FEES AND ENACTMENT OF PENNSYLVANIA H.B. 709, P.N. 801

WHEREAS, a limited liability company (an “RPC”) that conducts the practice of one of the “restricted professions,” which include accounting, law and medicine, is required by 15 Pa.C.S. § 8998 to pay an annual registration fee of over $300 per member; and

WHEREAS, a limited liability partnership is required by 15 Pa.C.S. § 8221 to pay an annual registration fee of over $200 per general partner; and

WHEREAS, the annual registration fees were imposed on RPCs and LLPs because those entities do not pay the capital stock and foreign franchise tax, and the annual fees were intended to replace the minimum capital stock and foreign franchise tax, which was $300 at the time RPCs and LLPs were first authorized in Pennsylvania; and

WHEREAS, the minimum capital stock and foreign franchise tax has been eliminated and the entire tax is scheduled for elimination over the next few years; and

WHEREAS, Pennsylvania House Bill No. 709, Printer’s No. 801 proposes the repeal of 15 Pa.C.S. § 8998.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Governors of the Philadelphia Bar Association supports the immediate, complete repeal of 15 Pa.C.S. §§ 8221 and 8998.

AND BE IT FURTHER RESOLVED that the Board of Governors supports the enactment of H.B. 709 in its current form, and in addition, urges that H.B. 709 be amended to include the repeal of 15 Pa.C.S. § 8221.

AND BE IT FURTHER RESOLVED that the Board of Governors authorizes the Chancellor or his designee to communicate the support for H.B. 709, and its amendment as aforesaid, to the Philadelphia delegation to the General Assembly, and the General Assembly generally, as soon as practicable.

PHILADELPHIA BAR ASSOCIATION
BOARD OF GOVERNORS
ADOPTED: FEBRUARY 23, 2006