Annual Report Requirement Coming to Pennsylvania

In November 2022, when Pennsylvania Governor Wolf signed into law Act 122 of 2022, it established a new annual report requirement for domestic and foreign filing associations, repealing the previous decennial report requirement.  The following entities will have to file annual reports:

• Domestic business corporations
• Domestic nonprofit corporations
• Domestic limited liability (general) partnerships
• Domestic electing partnerships that are not limited partnerships
• Domestic limited partnerships (including limited liability limited partnerships)
• Domestic limited liability companies
• Domestic professional associations
• Domestic business trusts
• All registered foreign associations

The requirement will be effective starting calendar year 2025.  Like in other states, if an entity fails to file their annual report, they will be subject to administrative dissolution, termination, and/or cancellation and loss of the protection of the entity’s name.

Elements of the annual report will include:

• Business name
• Jurisdiction of formation
• Registered office address
• Name of at least one governor (such as director, member, partner, etc.)
• Names and titles of the principal officers, if any
• Address of the principal office
• Entity number issued by the Pennsylvania Department of State

The filing fee for the annual report varies based on the type of entity, as does the filing deadline.  Business corporations, limited liability companies, limited partnerships, and limited liability general partnerships will owe $7, while nonprofit corporations and LPs or LLCs with a not-for-profit purpose are exempt from the filing fee.  The filing deadline for all corporations (both business and nonprofit, domestic and foreign) is June 30.  The filing deadline for limited liability companies, both domestic and foreign, is September 30, and all other domestic and foreign entities must file their annual report by December 31.

The Department of State will mail reminders of the annual report requirement at least two months prior to the deadline, but it is the responsibility of the entity to make sure their information on file is up-to-date.  Failure to receive the reminder does not absolve the entity from having to file the annual report.  Additional notifications can also be sent by email.

Because this new requirement is such a significant change, there will be a transition period during which penalties will not be assessed.  Beginning with annual reports due in 2027, failure to file the annual report will then subject the entity to administrative dissolution/termination/cancellation six months after the due date.  Entities do have an opportunity for reinstatement, however, with no limitation on the time period for such a request.