Pennsylvania Joins the Pack – New Annual Reporting Requirement and What You Need to Know

As of January 1, 2025, most domestic and foreign filing associations in Pennsylvania are required to file an annual report (like that required in most states) (the “Annual Report”). This replaces the prior decennial filing requirement. Similar to other states, failure to file the Annual Report will result in administrative dissolution, termination, cancellation and loss of the protection of such association’s name. Pennsylvania associations can expect to receive notice from the Pennsylvania Department of State (the “Department”) to its registered office at least two months prior to the deadline as a reminder to file the Annual Report. For this reason, it is important for all affected associations to keep their information with the Department up-to-date. However, the Department’s failure to notify any particular association will not relieve the Association of the obligation to file the Annual Report. Given the significance of this change to Pennsylvania law, the Department is affording associations with a transition period before imposing any dissolution, termination, or cancellation for failure to file an Annual Report starting in 2027.

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 (director, member, partner, etc., depending on type of association)
  • Names and titles of the principal officers, if any
  • Entity number issued by the Department

Annual Reports should be filed online at: file.dos.pa.gov and filers will see their automatic approval in real time within minutes. The filing fee is a nominal $7.00 for business corporations, LLCs, LPs, and LLPs, and there is no cost for nonprofit entities. After the Annual Report is processed, a Form and Acknowledgement Letter will be available for immediate download. Filing deadlines are as follows:

  • Corporations (business and nonprofit)/domestic and foreign – January 1st to June 30th
  • LLC/domestic and foreign – January 1st to September 30th
  • LPs, LLP, business trusts, professional associations/domestic and foreign – January 1st to December 31st

In the event a domestic filing entity fails to make a required Annual Report and, as a result, has been administratively dissolved, terminated, or canceled, 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. All associations to which the Annual Report requirement is applicable are responsible for ensuring compliance with the yearly Annual Report requirement as in most other jurisdictions.

 

Gabrielle D. Shirley

Partner