Pennsylvania Business Annual Reporting Requirement Beginning 2025
Starting in 2025, Pennsylvania business owners will be required to file annual reports with the Pennsylvania Department of State (the Department).
12.16.24
Then-Governor Tom Wolf signed Act 122 of 2022 into law on November 3, 2022 (the Act), requiring domestic and foreign business associations to file reports akin to those required to be filed in many other states. Pennsylvania business corporations, limited liability companies, limited partnerships, professional associations, business trusts, nonprofit corporations and other Pennsylvania business association types, as well as registered foreign associations, will be required to file annual reports with the Department.
The annual report requirement begins in calendar year 2025. The annual filing deadline varies by type of association. Corporations (business and nonprofit, domestic and foreign) are required to file by June 30, limited liability companies (domestic and foreign) are required to file by September 30, and all other domestic filing associations and foreign filing associations are required to file by December 31, each year. Going forward, an association’s first annual report is due the year following its formation in Pennsylvania or its initial foreign registration.
The annual report must include the following information:
- Business name.
- Jurisdiction of formation.
- Registered office address.
- Name of at least one governor (e.g., director, member or partner depending on association type).
- Names and titles of principal officers, if any.
- Address of the principal office.
- Entity number issued by the Department.
Business corporations, limited liability companies and limited partnerships are required to pay a $7 fee in connection with their annual report filing. Nonprofit corporations and other entities with not-for-profit purposes will not be required to pay a fee.
The Department will begin mailing notices to the registered office address of each association required to make an annual report at least two months prior to its respective filing deadline. It is important for business associations to keep their information on file with the Department up to date to ensure annual report notices are sent to an appropriate address. Failure to receive notice of an annual report filing requirement does not relieve an association of its obligation to file an annual report.
Failure to file annual reports will subject associations to administrative dissolution/termination/cancellation. Beginning with annual reports due in 2027, associations that fail to file annual reports will be subject to administrative dissolution/termination/cancellation six months after the due date of their annual report.
If a Pennsylvania association is dissolved or terminated due to its failure to file an annual report, it will have the opportunity for reinstatement with no limitation on the period for such reinstatement. If a foreign registration has been terminated for failure to file an annual report, the foreign association must reregister by submitting a new Foreign Registration Statement. Notwithstanding an association’s ability to cure by reinstatement or to reregister, if another association has taken the name of the association seeking reinstatement (in the case of domestic entities) or reregistration (in the case of foreign registrations), the association seeking reinstatement or reregistration will need to choose a new name.
For more information on Pennsylvania’s annual reporting requirement or the filing process, contact Patrick Murphy or Michael Oliano.
Authors Patrick Murphy, partner, and Michael Oliano, associate, are members of the Corporate and Securities Department at Klehr Harrison.