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Background

On November 3, 2022, Governor Wolf signed Act 122 of 2022[1] (the “Act”) into law, implementing significant changes for domestic and foreign filing entities in the Commonwealth of Pennsylvania. Among the many changes made by this legislation, the Act created an annual reporting requirement for most domestic and foreign filing entities (the “Annual Report”). This new Annual Report filing begins in calendar year 2025 and alters Pennsylvania’s prior decennial report filing requirement.

Required Filing Entities and Deadlines

Entities required to file an Annual Report 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 and domestic business trusts
• All registered foreign entities.

The deadlines to submit an Annual Report are as follows: June 30 for foreign and domestic corporations (both business and nonprofit); September 30 for foreign and domestic limited liability companies; and December 31 for foreign and domestic limited partnerships, limited liability partnerships, business trusts, and professional associations. Each entity’s first Annual Report is due the year following the entity’s formation in Pennsylvania or its initial foreign registration.

Required Information

The Annual Report requires the following essential information: business name, jurisdiction of formation, registered office address, principal office address, name of at least one owner or manager (director, member, partner, etc., depending on type of entity), names and titles of the principal officers (if any), and entity number issued by the Pennsylvania Department of State.

How to File

The Pennsylvania Department of State (the “Department”) strongly recommends completing the filing online at file.dos.pa.gov. As of January 6, 2025, entities can begin filing their Annual Reports via the online portal. To complete the filing online, follow these steps:

1. Log in to https://file.dos.pa.gov
2. Search for the company name under Business Search
3. Click on “File Annual Report” icon (no PIN access required)
4. Confirm/update the entity information
5. Pay the $7 fee (no fee for nonprofits)
6. Receive the filed report within minutes under the “My Business Work Queue”

Notice

The Department will notify entities via email (if provided to the Department in a filing) and mail at least two months prior to the entity’s filing deadline. Therefore, it is important that entities keep their email and address information on file with the Department up to date. Entities have the option to include multiple email addresses for notifications about the Annual Report filing. However, failure by the Department to deliver notice to any party, or failure by any party to receive notice, of an Annual Report filing requirement does not relieve the entity of the obligation to make the Annual Report filing.

Penalties and Reinstatement Process

The Act provides for a transition period during which the entities cannot face penalties for non-compliance. This transition period ends with the Annual Reports due in 2026. Beginning with the Annual Reports due in 2027, failure to file an Annual Report within six months of the due date will subject entities to administrative dissolution, termination, cancellation, and loss of name protection.

While there is no financial penalty if the entity remains dissolved, the dissolved entity will be required to pay certain fees to reinstate the entity. A domestic filing entity that has been administratively dissolved or terminated due to the failure to file an Annual Report can file for reinstatement at any time after being administratively dissolved or terminated. The reinstatement must include the application for reinstatement fee (currently $35 if filed online, $40 if filed on paper), the current Annual Report information, and a fee for each delinquent Annual Report that was not previously paid ($15 per Annual Report not previously paid). A foreign entity that has been administratively terminated for failure to file an Annual Report cannot be cured retroactively by reinstating. The foreign entity must re-register by submitting a new Foreign Registration Statement along with the appropriate current fee.

When a domestic or foreign entity is administratively dissolved, terminated, or cancelled, the entity’s name is made available for any other filing entity’s use. If another entity takes the name of an administratively dissolved, terminated, or cancelled entity, the entity seeking reinstatement (or re-registration if a foreign entity) must select a new name.

Difference Between the Pennsylvania Annual Report and Corporate Transparency Act

The Annual Report requirement is required under Pennsylvania law while the Corporate Transparency Act (CTA) Beneficial Ownership Information (BOI) report is required under federal law. Each filing is made to different governing organizations. The Annual Report is made to the Department, and the BOI report is made to the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN). These filings differ in the information required and the entities required to file. Federal court cases challenging the CTA have no effect on the Department’s annual reporting requirement.

 

[1] 15 Pa.C.S. § 146, 381-333 (2022)