Pennsylvania Business Owners: You are required to file an Annual Report with the Pennsylvania Department of State, which has explained this mandatory filing as set forth below.
Beginning in 2025, most domestic and foreign filing associations are required to file an Annual Report [DSCB:15-146] with the Pennsylvania Department of State. These associations include:
The Annual Report must include the following information:
The fee for the new Annual Report is $7 for business corporations, limited liability companies (LLCs), limited partnerships (LPs) and limited liability general partnerships (LLPs), with a $0 fee for nonprofit corporations and any LPs or LLCs with a not-for-profit purpose.
The deadline for filing the Annual Report is based on the type of association:
|
Association Type |
Filing dates |
|
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 |
Beginning January 6, 2025, the Annual Report [DSCB:15-146] should be filed online at file.dos.pa.gov.
Filing the Annual Report online is strongly recommended – the online Annual Report form will populate with the company details currently on file, preventing costly mistakes and delays. Filing and paying online will ensure all the relevant form questions are answered and ensure the form is timely received and processed. In addition, Annual Reports submitted online will be automatically approved. Online filers see statuses in real time and will be able to access the approved Annual Report within minutes. Therefore, there are no expedited service options for Annual Reports.
How to file an Annual Report online (beginning January 6, 2025):
Further help, with step-by-step instructions and screen shots, can be found at How to File an Annual Report (PDF).
Annual Report Background
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 domestic and foreign filing associations. The new Annual Report filing begins in calendar year 2025. The long-time decennial report requirement has been repealed. Similar again to other states, failure to file the Annual Report will subject the association to administrative dissolution/termination/cancellation and loss of the protection of its name.
The Department of State will mail notice to the registered office address of each association required to make an Annual Report at least two months prior to the respective deadline, reminding it of the need to make an Annual Report. It is critical that affected associations keep all information on file with the Department up-to-date, particularly registered office address, to ensure that they receive notice of how and when to make Annual Reports. 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.
The new Annual Report requirement is a significant change for Pennsylvania. Therefore, Act 122 requires that the Department provide associations with a transition period before imposing any dissolution/termination/cancellation for failure to file Annual Reports. 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.
Should a domestic filing entity discover that it has failed to make a required Annual Report and has been administratively dissolved or terminated, it has the opportunity for reinstatement, with no limitation on the period of time for such reinstatement. Such reinstatement must be accompanied by the application for reinstatement fee, current Annual Report information and a fee for each delinquent Annual Report that was not previously paid. If a foreign registration has been administratively terminated for failure to file an Annual Report, the foreign association may not cure retroactively by reinstating, but instead must reregister by submitting a new Foreign Registration Statement.
During the time of administrative dissolution/termination/cancellation, the association’s name (domestic or foreign) is made available to any other filing association. If another association has taken the name of the senior association seeking reinstatement, the association that has appropriated the name may keep the name and the senior association seeking reinstatement (in the case of domestic entities) or reregistration (in the case of foreign registrations) must choose a new name.
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Should you have questions or desire assistance regarding this mandatory filing, you may contact Wendell V. Courtney, Esq. ([email protected]) or Starlin Colon, Esq. ([email protected]) at Johnson Duffie.