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New Annual Report Requirement for Pennsylvania Business Entities

By: Sophia L. Hines

On November 3, 2022, Governor Wolf signed into law Act 122 of 2022. Among the many changes made by this legislation, Act 122 created an annual reporting requirement (like that imposed by most states) for most Pennsylvania domestic and foreign filing associations. The new Annual Report filing begins this year. The decennial report requirement previously in effect in Pennsylvania has been repealed.

Beginning in January 2025, most domestic and foreign filing associations registered to do business in Pennsylvania are required to file an Annual Report.

Who Must File:

  • 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

What Must Be Reported:

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

Deadlines:

The deadline for filing the Annual Report is based on the type of association:

Corporations (business and nonprofit)/domestic and foreign: January 1 – June 30
Limited liability companies/domestic and foreign: January 1 – September 30
Limited partnerships, limited liability partnerships, business trusts, professional associations/domestic and foreign: January 1 – December 31

Consequences:

Beginning with Annual Reports due in 2027, associations that fail to file annual reports in the 2027 calendar year will be subject to administrative dissolution/termination/cancellation six months after the due date of the Annual Report. This administrative dissolution/termination/cancellation makes your business name available for use by anyone.

Notice:

The Department of State will notify entities via email (if provided) and postcard before the deadlines. Be sure your email is up to date. You may update your report during the reporting year for no additional fee.

Associations also have the ability to provide emails for additional notifications when filing any association form online or by using the Manage Notifications icon. However, failure by the Department to deliver notice to any party, or failure by any party to receive notice, of an Annual Report filing requirement does not relieve the association of the obligation to make the Annual Report filing.

Next Steps:

Review the organizational structure of any domestic or foreign entities registered in Pennsylvania under your control to determine if your entity qualifies and must file. Ensure that your current contact information is up to date with the Department of State. File early, as updates are free within a reporting year.

If you have any questions or need assistance with your annual report, please reach out to a Spilman team member.