PA Introduces Annual Report Filing Requirement for Business Entities

On November 3, 2022, Pennsylvania Governor Tom Wolf signed Act 122 of 2022 into law, marking a significant shift in the state’s reporting requirements for business entities. This legislation repeals the long-standing decennial report requirement for business filing associations and replaces it with an annual report filing mandate. This change aligns Pennsylvania with the majority of states that already require annual reports for businesses.

Who is Affected?

Starting in calendar year 2025, the annual report requirement will apply to a wide range of domestic and foreign business entities, including:

• Business corporations
• Nonprofit corporations
• Limited liability (general) partnerships (LLPs)
• Electing partnerships (non-limited partnerships)
• Limited partnerships (LPs, including limited liability limited partnerships) 
• Limited liability companies (LLCs)
• Professional associations
• Business trusts
• All registered associations
  
  

Key Requirements

To comply with the new law, associations must file an annual report containing the following details:

• Registered office address
• Principal office address
• Name of at least one governor (director, member, partner, etc.)
• Names and titles of the principal officers
  
  

Filing Process

1. Register an account for Business Filing Services: https://hub.business.pa.gov/

2. Search for your entity on Business Filing Services: https://file.dos.pa.gov/

3. Click on the icon for Annual Report

4. Confirm/update your information

5. Pay the $7 fee (no fee for nonprofits)

6. Download your filed report within minutes (annual reports submitted online will be processed instantly)

Filing Fees and Deadlines

The filing deadlines vary depending on the type of association:

• June 30: For all corporations (domestic and foreign, business and nonprofit)
• September 30: For LLCs (domestic and foreign)
• December 31: For other domestic filing entities and foreign filing associations
  
  

Fees for the annual report are as follows:

• $7 for business corporations, LLCs, LPs, and LLPs
• $0 for nonprofit corporations and LPs or LLCs with not-for-profit purposes

Consequences of Non-Compliance

Failure to file the required annual report will result in administrative dissolution, termination, or cancellation of the association’s registration. Additionally, during this period, the association loses the protection of its name, making it available for use by other entities.

For associations dissolved or terminated due to noncompliance, domestic entities can reinstate their status by paying delinquent fees and a reinstatement fee, with no time limitation on reinstatement. Foreign entities, however, must re-register under a new Foreign Registration Statement and may lose their original business name if it has been claimed by another entity.

Transition Period and Notifications

To allow for a smooth transition, the Department of State will not impose administrative dissolution, termination, or cancellation for failure to file until 2027. Associations will have six months after the missed 2027 deadline to comply before facing dissolution or termination.

To help associations stay informed, the Department of State will send reminders via email and mail to registered office addresses at least two months before the filing deadline. Businesses are encouraged to keep their registered office address and other contact information up to date and may provide an email for additional notifications. However, failure to receive a notice does not exempt an entity from its filing obligations.

Preparing for the New Requirements

The introduction of the annual report requirement represents a significant change for Pennsylvania businesses. To avoid penalties or administrative actions, businesses should:

1. Review and update their registered office address and contact information with the Department of State.
2. Mark relevant filing deadlines based on their entity type.
3. Prepare to submit accurate and complete annual reports starting in 2025.

For more information, visit dos.pa.gov/AnnualReports