Client Alert: Pennsylvania Annual Reporting Requirements

Background

While the saga of the federal Corporate Transparency Act is now behind us, annual corporate reporting requirements remain or commence in various states including Pennsylvania. On Nov. 3, 2022, former Pennsylvania Gov. Tom Wolf signed into law Act 122 of 2022, which amends Titles 15 (Corporations and Unincorporated Associations) and 54 (Names) of the Pennsylvania Consolidated Statutes. Notably, Act 122 created an annual reporting requirement for most domestic and foreign filing entities. This new annual report (the “Annual Report”) filing began in the 2025 calendar year, with the long-time decennial report requirement having been repealed.

Entities Covered by Act 122

Entities covered by Act 122 include:

• 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 entities
• Domestic business trusts
• All registered foreign entities

Information to be Reported

The Annual Report must include the following information:

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

Notably, no financial information about the entity needs to be included in the Annual Report.

The information contained in each entity’s Annual Report will be displayed on DOS’s public website at file.dos.pa.gov/search/business. This website will also indicate whether the entity is compliant with its annual reporting requirements.

Deadlines

The deadline for filing the Annual Report is based on the type of entity:

For newly created entities, the initial Annual Report is due the year after the entity is formed in Pennsylvania. For new foreign entities, the initial Annual Report is due in the year after registering to do business with the Pennsylvania DOS.

The DOS will mail notice to the registered office address of each entity required to make an Annual Report at least 2 months prior to its deadline, reminding it of the need to make the report. It is of critical importance for all affected entities to keep all information on file with the DOS up-to-date, particularly registered office addresses, to ensure that they receive notice of how and when to make Annual Reports. However, a failure by the DOS to deliver notice to any party, or failure by any party to receive notice of the Annual Report filing requirement, does not relieve the entity of the obligation to make the filing.

Fees

The filing fee for the new Annual Report is $7.00 for business corporations, limited liability companies, limited partnerships (LPs), and limited liability general partnerships. There is no fee for nonprofit corporations and any limited partnerships or limited liability companies with a not-for-profit purpose, but the fee is not waived for veteran-owned businesses.

How to File

While the Annual Report can be filed by mail, the DOS strongly recommends that entities file their Annual Reports online at file.dos.pa.gov. Step-by-step instructions and screen shots can be found at How to File an Annual Report (PDF).

The online Annual Report form will populate with the entity details that are currently on file, preventing costly mistakes and delays. Filing and paying online will ensure all the relevant questions are answered and ensure the form is received and processed on time. In addition, Annual Reports submitted online will be automatically approved. Online filers can view the status of their filings in real time and will be able to access the approved Annual Report within minutes. Therefore, no expedited service options for Annual Reports are available or necessary.

First time filers must create a business account complete with a password, and since the information required is not complicated, the entity can make the filing itself rather than through a third party.

Rejection/Modification

• If the Annual Report does not contain the required information, the DOS must:
  • reject the Annual Report;
  • notify the entity promptly in record form of the rejection; and
  • return the Annual Report for correction.
• If an Annual Report contains information about the registered office that differs from the information shown in the records of the DOS immediately before the Annual Report is delivered to the DOS for filing, the address of the registered office of the entity making the filing will be deemed to be changed to the address set forth in the Annual Report effective as of the report’s filing.
• The information in an Annual Report may be changed by delivering a new Annual Report to the DOS including a statement that the new report contains a change in the information in that year’s previously-filed report. There is no charge for filing an amended Annual Report or processing a change.

Consequences of Failure to File

• If an entity fails to file its Annual Report, the DOS may commence a proceeding to administratively dissolve the entity. If that happens, the DOS must deliver an explanatory notice (the “Failure to File Notice”) at the entity’s registered office, if any, and the address of the entity’s principal office as shown in its most recently filed Annual Report.
• If, within60 days after delivery of the Failure to File Notice, an entity fails to deliver the required Annual Report to the DOS for filing or demonstrate to the satisfaction of the DOS that the Annual Report was delivered to the DOS, the DOS must, if the entity is a domestic filing entity, administratively dissolve the entity. This is done by filing a statement of administrative dissolution that states the effective date of dissolution, which is not to be less than60 days after the date of delivery of the Failure to File Notice. The DOS must deliver a copy of the statement of administrative dissolution or statement of administrative cancellation to the entity at its registered office, if any, and the address of its principal office as shown in its most recently filed Annual Report.

A domestic filing entity that is administratively dissolved:

1.  
   1. continues its existence as the same type of entity, but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement;
   2. continues to be managed by or under the direction of its governors, who
      1. continue as such;
      2. have full power to wind up its activities and affairs or apply for reinstatement; and
      3. remain subject to the same standards of conduct as before administrative dissolution; and
   3. is not currently subsisting for purposes relating to a subsistence certificate during the period it is administratively dissolved.

The effects of an administrative dissolution cannot be overstated. For example, because the entity will not be in good standing, it likely will be unable to borrow money, and the ability of its legal counsel to issue a desired opinion of counsel will be adversely impacted.

• Act 122 requires that the DOS 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, entities that fail to file during the 2027 calendar year will be subject to administrative dissolution/termination/cancellation 6 months after the due date of the Annual Report.

Should a domestic filing entity discover that it has failed to file a required Annual Report and has been administratively dissolved or terminated, it has the opportunity for reinstatement, with no limitation on the period 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 entity cannot cure retroactively by reinstating, but instead must reregister by submitting a new Foreign Registration Statement.