How to Complete and File Pennsylvania Form 1902: Statement of Termination

Pennsylvania Form 1902, the Statement of Termination (DSCB:15-1902/5902), is the filing you use to cancel articles of amendment before they take legal effect. It goes to the Bureau of Corporations and Charitable Organizations with a $70 fee, and it only works if it reaches the Department of State before the amendment’s effective date. The same form serves business corporations under 15 Pa.C.S. § 1902 and nonprofit corporations under 15 Pa.C.S. § 5902.

The Deadline Decides Everything

Under 15 Pa.C.S. § 1914(d), an amendment can be terminated only if the original resolution or petition adopting it included provisions allowing termination, and only before the amendment becomes effective.¹ A document filed with the Department of State generally becomes effective the moment it is delivered, unless the filing specifies a later time or a delayed effective date.²

So check the articles of amendment first. If they named a delayed effective date, that date is your deadline. If they did not, the amendment became effective on delivery, and there is nothing left to terminate. The nonprofit rule under § 5902 works the same way.³

What to Gather Before You Open the Form

A complete copy of the articles of amendment you are terminating. This gets attached as Exhibit A, and the Bureau will not process the filing without it.⁴
A completed Docketing Statement — Changes (DSCB:15-134B). It must accompany every Statement of Termination.
The corporation’s exact legal name as it appears in the Department’s records and on the articles of amendment. Small discrepancies (an ampersand for “and,” a missing comma) cause rejections.
The registered office street address, or the name and county of a Commercial Registered Office Provider. A P.O. box alone will not do.
A $70 check payable to the Department of State. The check must carry a commercially pre-printed name and address.

Filling Out the Five Fields

Download the form from the Department of State’s Business Filing Services portal at file.dos.pa.gov.⁵ Typewritten entries are preferred; handwriting should be in black or blue-black ink and clearly legible.⁴

Field 1 is the exact name of the association. Copy it character-for-character from the articles of amendment. If the amendment itself was a name change that hasn’t taken effect yet, use the corporation’s existing name, not the proposed new one.

Field 2 is the current registered office address. Choose option (a) for a street address or option (b) for a Commercial Registered Office Provider.

Field 3 directs you to attach the articles of amendment as Exhibit A. Attach the full document; partial copies are refused.

Fields 4 and 5 are pre-printed certification statements that the amendment has been terminated in accordance with the provisions set forth in the original resolution or petition. Both must remain on the form.

The signature block must be signed on behalf of the corporation that filed the original amendment. Signing affirms under 18 Pa.C.S. § 4904 that the contents are true, and a false statement is a second-degree misdemeanor.⁶ Fill in the return-information block at the bottom with a mailing address and, if you want electronic confirmation, an email. Leaving it blank means nothing comes back.

Where to Send It

Mail the signed form, the Docketing Statement, the copy of the articles of amendment, and the $70 check to:

Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722⁴

In-person delivery goes to 401 North Street, Room 206, Harrisburg, PA 17120.⁵ Check the Department’s portal at corporations.pa.gov before mailing; if online submission is available for this filing, it will process faster than paper.

Expedited Service When You’re Racing the Clock

Expedited processing is available only for documents hand-delivered to the Harrisburg office, not for mail. The tiered fees sit on top of the $70 filing fee and are nonrefundable:⁷

Same-day service: $100, delivered before 10:00 a.m.
Three-hour service: $300, delivered before 2:00 p.m.
One-hour service: $1,000, delivered before 4:00 p.m.

Expedited service helps only when a delayed effective date is still ahead of you. If the amendment had no delayed date, it took effect on delivery, and no amount of speed changes that.

Mistakes That Get Filings Rejected

Name mismatch between the form, the amendment, and the Department’s current records.
Missing Exhibit A — the full copy of the articles of amendment.
Missing Docketing Statement (DSCB:15-134B).
A P.O. box listed as the entity’s address. The Department is required to refuse these.
A check without a commercially pre-printed name and address, or made out to the wrong payee. Starter and counter checks are rejected.

A rejection letter can take two weeks to come back, which may consume most of a delayed effective window. When the deadline is close, hand delivery with expedited processing is the safer path.

What Happens After the Bureau Accepts the Filing

Once the Statement of Termination is processed, the articles of amendment are treated as though they were never filed, and the corporation’s governing documents revert to their pre-amendment state. Confirmation goes to the address or email you listed in the return-information section. Keep copies of everything you submitted; the Bureau does not return original documents.

1
Pennsylvania General Assembly. Pennsylvania Code Title 15 Chapter 19 – Subchapter B Amendment of Articles
2
Pennsylvania General Assembly. Pennsylvania Code Title 15 – Section 136 Processing of Documents by Department of State
3
Pennsylvania General Assembly. Pennsylvania Code Title 15 – Section 5902 Statement of Termination
4
Pennsylvania Department of State. Statement of Termination DSCB 15-1902/5902
5
Commonwealth of Pennsylvania. Business – Department of State
6
Pennsylvania General Assembly. Pennsylvania Code Title 18 – Section 4904 Unsworn Falsification to Authorities
7
Pennsylvania Department of State. Expedited Services – Department of State