Starting January 2025, due to Pennsylvania Act 122, most domestic and foreign filing associations registered to do business in Pennsylvania are required to file an Annual Report.
This report will replace the prior filing, which is required once every 10 years, to confirm the existence of entities that have not made some other type of filing with the Pennsylvania Corporation Bureau during the preceding 10 years.
Who Is Affected?
The annual report requirement applies to:
- Domestic business and nonprofit corporations
- Domestic limited liability companies (LLCs), limited partnerships (LPs), and limited liability partnerships (LLPs)
- Domestic professional associations
- Domestic business trusts
- Registered foreign associations
What Information Is Required?
The Annual Report must include:
- Business name
- Jurisdiction of formation
- Registered office address
- Principal office address
- Name of at least one governor (director, member, partner, etc.)
- Names and titles of principal officers, if any
- Entity number issued by the Pennsylvania Department of State
Filing Details
- Fee: $7 for business corporations, LLCs, LPs, and LLPs; $0 for nonprofit corporations and any LPs or LLCs with a not-for-profit purpose.
- Deadline: Varies by association type: corporations must file by June 30, LLCs by September 30, and other entities by December 31.
- Method: Online filing is strongly recommended to ensure accuracy and timely processing.
Consequences of Non-Compliance
Failure to file the annual report can result in administrative dissolution or revocation of the entity’s registration six months after the due date of the Annual Report. During this period, the association’s name is made available to any other filing association.
Note, however, in recognition of the significance of the change, there will be no penalties imposed for failure to file until 2027.
For more detailed information, you can visit the Pennsylvania Department of State’s website.
Authors: Ester De Jesus Rivera, CPA | [email protected] and Israel Tannenbaum, CPA, Partner | [email protected]