Philadelphia Bar Association
Resolution Supporting Senate Bill 276
WHEREAS, it is important to the future of Pennsylvania that it maintain its business laws as modern and up-to-date so as to encourage the formation of new businesses in Pennsylvania; and
WHEREAS, Senate Bill 276 includes the following important and beneficial changes in the business organization laws of Pennsylvania, in addition to a variety of miscellaneous amendments:
· it completes the revision of the Nonprofit Corporation Law that has been pending for over 16 years;
· it changes the liability shield for professional partnerships so that partners have the same liability protection as shareholders in a professional corporation and
members in a restricted professional limited liability company; and
· it enacts the Uniform Unincorporated Nonprofit Association Act.
WHEREAS, an amendment to Senate Bill 276 has been proposed that would require the publication of newspaper advertisements when a limited partnership or a limited liability company is organized under Pennsylvania law or qualifies to do business in Pennsylvania; and
WHEREAS, such advertisement has never previously been required for limited partnerships or limited liability companies; and
WHEREAS, such advertisement would more than triple the cost of organizing a limited partnership or limited liability company; and
WHEREAS, such advertisement would not provide meaningful notice of any fact that the public needs to know, and would serve only as a mandated transfer of monies from the people organizing a business to the newspapers; and
WHEREAS, no other state requires such advertisement; and
WHEREAS, the existing requirements for advertising of the incorporation of a business corporation or a nonprofit corporation have given Pennsylvania a reputation of being unfriendly to new businesses because such advertisement is not required in other states.
NOW, THEREFORE, BE IT RESOLVED, that the Philadelphia Bar Association supports the prompt enactment of Senate Bill 276.
AND BE IT FURTHER RESOLVED, that the Philadelphia Bar Association opposes requiring that newspaper advertisements be published when a limited partnership or a limited liability company is organized under Pennsylvania law or qualifies to do business in Pennsylvania.
AND BE IT FURTHER RESOLVED, that the Philadelphia Bar Association supports the repeal of 15 Pa.C.S. §§ 1307, 5307, 4124(b), and 6124(b), which require advertising when a business or nonprofit corporation is incorporated under Pennsylvania law or qualifies to do business in Pennsylvania.
PHILADELPHIA BAR ASSOCIATION
BOARD OF GOVERNORS
ADOPTED: MAY 27, 2004