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As part of Act 122, which was signed into law in November 2022, all Pennsylvania businesses must complete an annual filing beginning in 2025. This is a change from the long-time decennial reporting. Originally this filing was scheduled for 2024, however, due to confusion surrounding the effective date, the Pennsylvania Department of State clarified that annual report filings will not be required until the calendar year 2025.

The new report filing is required for:

• 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 information needed for filing the report is similar to the decennial report and requires:

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

The deadline for filing the annual report is based on the type of entity making the filing. For all corporations (business and nonprofit, domestic and foreign), the deadline is June 30 of each year. The deadline for limited liability company annual filings (domestic and foreign) is September 30, and the annual report of any other domestic filing entity or foreign filing association is due December 31 of each year. Failure to file the annual report will subject the entity to administrative dissolution/termination/cancellation and loss of the protection of its name.

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 Department of State will send notifications to the registered office address of each entity required to make an annual report at least two months before the respective deadline, reminding it of the need to make an annual report. Affected entities must keep all information on file with the Department up-to-date, particularly registered office address, to ensure receipt of these notifications. Failure to receive a notice does not relieve the entity of the obligation to make the annual report filing.

The annual report requirement is a notable change for Pennsylvania. Therefore, Act 122 requires that the Department provide entities 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.

In the case of non-compliance leading to dissolution or termination, there is an opportunity for reinstatement, without any time limitations for domestic entities. However, this reinstatement must be accompanied by an application fee and payment for each delinquent annual report that was not previously submitted. Foreign registration termination due to failure to file an annual report must submit a new Foreign Registration Statement to reregister.

Please contact your Sisterson representative or info@sisterson with questions or for more information.