The Pennsylvania Department of State has made a New Year’s Resolution to get in touch with its entities it hasn’t spoken to in a while. The annual reporting requirements for entities organized in Pennsylvania have been changed, so starting this year, an Annual Report filing will be required for most entities formed in Pennsylvania.
Who Is Affected by the New Annual Report Requirement?
Starting this year, the annual report requirement will apply to a wide range of domestic and foreign business entities, including:
- Business corporations
- Nonprofit corporations
- Limited Partnerships
- LLCs
- Professional Associations
- Business Trusts
What Information is Required on the Annual Report?
To comply with the newly introduced law, entities must file an Annual Report containing the existing entity details, such as:
- Registered office address
- Principal office address (if different)
- Name of at least one governor (officer, owner, member, etc.)
- Names and titles of the other principal officers
For a large part of the entities, this information just repeats what is already of record but the premise behind it is to keep a status list of active entities rather than have entities that have long been inactive or abandoned on the books of the corporation bureau.
How Is the Filing Process Managed?
The Corporation Bureau previously was only requesting this information every ten years as part a decennial filing but this Annual Report replaces that old requirement. It’s a very straightforward process and the form itself is simplistic in nature.
To comply, a representative of the entity can:
- Register an account for Business Filing Services: https://hub.business.pa.gov/
- Search for your entity on Business Filing Services: https://file.dos.pa.gov/
- Click on the icon for Annual Report
- Confirm/update your information
- Pay the $7 fee (no fee for nonprofits)
- Download your filed report within minutes (annual reports submitted online will be processed instantly)
If forms are mailed, they will be processed as they are received at the Department of State. The press releases from the Corporation Bureau indicate that entities will be provided two months’ notice that an Annual Report filing is needed. It is presumed that the notice will go to the last address of the entity of record at the state but notices have not yet gone out. Failure to receive a notice does not exempt an entity from its filing obligations.
What Are the Filing Deadlines?
The filing deadlines vary depending on the type of entity:
- June 30: For all corporations (domestic and foreign, business and nonprofit)
- September 30: For LLCs (domestic and foreign)
- December 31: For other domestic filing entities and foreign filing associations
What Are the Fees for Filing?
Fees for the annual report are as follows:
- $7 for business corporations, LLCs, LPs, and LLPs
- $0 for nonprofit corporations and LPs or LLCs with not-for-profit purposes
What Happens If You Don’t File?
Failure to file the required Annual Report will result in administrative dissolution, termination, or cancellation of the association’s registration. Additionally, during this period, the association loses the protection of its name, making it available for use by other entities.
For entities dissolved or terminated due to noncompliance, domestic entities can reinstate their status by paying delinquent fees and a reinstatement fee, with no time limitation on reinstatement. Foreign entities, however, must re-register under a new Foreign Registration Statement and may lose their original business name if it has been claimed by another entity.
Grace Period for Filing
To allow for a smooth transition, the Department of State will not impose administrative dissolution, termination, or cancellation for failure to file until 2027. Entities will have six months after the missed 2027 deadline to comply before facing dissolution or termination.
How to Prepare for the New Filing Requirements
The introduction of the annual report requirement represents a significant change for Pennsylvania businesses. To avoid penalties or administrative actions, businesses should:
- Review and update their registered office address and contact information with the Department of State.
- Mark relevant filing deadlines based on their entity type.
- Prepare to submit accurate and complete annual reports starting in 2025.
If you have questions about the new registration requirements or would like more information on the process to comply, please contact Rick Hansberry at Capstone Land Transfer (717) 682-8618 or email rhansberry@capstonelandtransfer.com.
