For several decades, Pennsylvania businesses and entities doing business in the Commonwealth made decennial filings in years ending in “1” (e.g. 2011, 2021) in order to maintain their fictitious names and marks. But with the passing and signing into law of Act 122 of 2022, Pennsylvania now requires an annual report for all domestic and foreign business entities.
The new requirement went into effect on January 3, 2024, meaning that businesses will need to make their first annual reports during calendar year 2025. New businesses forming in Pennsylvania and businesses first registering in Pennsylvania will likewise file their first report in the next calendar year after forming or registering. Pennsylvania corporations, LLCs, LPs, and electing partnerships all must file an annual report starting next year with certain information about their business.
The filing requirements include some standard information, such as the business’s name, jurisdiction of formation, registered agent in Pennsylvania, address, and entity number assigned by the Pennsylvania Department of State. Also, the annual report must include the name of at least one governor (board member or equivalent) and the names and titles of principal officers.
Filing deadlines for different types of entities include:
For corporations (including nonprofit corporations) – June 30th each year
For LLCs (including Professional LLCs) – September 30th each year
For any other association (including LPs, electing partnerships, and business trusts) – December 31st each year
Filing also requires a nominal fee of $7 for most entities, but no fee for nonprofits or entities operated in line with a not-for-profit purpose.
The Department of State will send out notices to entities required to report at least two months before the relevant deadline. However, lack of notice by the Department does not excuse noncompliance, so businesses situated or doing business in Pennsylvania should evaluate their obligations before 2025’s reporting deadlines.
The penalties for failing to file an annual report can be severe. With a buffer period to accommodate the move from decennial reporting to annual reporting, penalties will come into play starting in 2027. Entities that fail to report in 2027 can become subject to termination, dissolution, or cancellation by the Department of State six (6) months after the passed deadline, though Pennsylvania entities may have the opportunity to be reinstated.
Your business may have only filed a few decennial filings, if any, especially if you have a newer organization. Evaluating your reporting obligations before the beginning of 2025 can ensure that you know what to expect. Our corporate attorneys at Moustakas Nelson LLC can review how these requirements will affect your business and how you should go about filing your first annual report. Call our office or contact us through our website to see what we can do for you and your business.
Comments