On November 3, 2022, Governor Tom Wolf signed Act 122 of 2022 into law, establishing a new annual reporting requirement for business entities operating in Pennsylvania. This new law, effective in 2025, brings Pennsylvania in line with most other states by requiring both domestic and foreign business associations to file annual reports with the Pennsylvania Department of State.

Entities subject to the new requirement include Pennsylvania limited liability companies (LLCs), limited partnerships (LPs), business corporations, professional associations, business trusts, nonprofit corporations, and other domestic association types, as well as all registered foreign associations.

Key Deadline for LLCs – September 30, 2025

The first annual report deadline for domestic and foreign LLCs registered in Pennsylvania is September 30, 2025. This marks the first year that this requirement is in effect.

Other filing deadlines are as follows:

• June 30 – Corporations (domestic & foreign, business & nonprofit)
• September 30 – Limited liability companies (domestic & foreign)
• December 31 – All other domestic & foreign associations

Newly formed or registered associations must file their first annual report in the calendar year following formation or registration.

Why the Deadline Matters

• Avoid administrative action: Missing the September 30 deadline may result in administrative dissolution for domestic LLCs or termination of registration for foreign LLCs.
• Grace period is limited: A six-month grace period applies before administrative action begins. After that, reinstatement (domestic) or reregistration (foreign) will be required before resuming business in Pennsylvania.
• Risk of losing your business name: If another entity claims the LLC’s name during the lapse, the business will be required to adopt a new name upon reinstatement.

Required Information for Annual Reports

Each annual report must include:

• Legal name of the business
• Jurisdiction of formation
• Registered office address
• Name of at least one governor (e.g., director, manager, member, partner, trustee, etc., depending on entity type)
• Names and titles of principal officers (if applicable)
• Address of the principal office
• Entity number issued by the Department of State

Filing Fees

The filing fee for submitting an annual report is $7 for LLCs, LPs, and business corporations. Nonprofit corporations and other entities organized for not-for-profit purposes are exempt from the fee.

Notices and Compliance

The Pennsylvania Department of State will issue reminders approximately two months before the filing deadline to the registered office address. It is critical that associations keep their information up to date with the Department to ensure timely delivery of these notices. However, failure to receive a notice does not relieve an entity of the filing obligation.

Consequences of Noncompliance

Beginning with reports due in 2027, failure to file within six months of the deadline will result in:

• Domestic LLCs – Administrative dissolution or termination
• Foreign LLCs – Administrative termination of Pennsylvania registration

Reinstatement or reregistration will remain available, but a name change may be required if the original name has been claimed by another entity.

Important Advisory

As your tax advisors, emc would like to clarify that the filing of these annual reports is not included in our tax preparation and filing services. Because this filing is a legal compliance matter, we recommend consulting with your corporate legal counsel or another qualified professional to ensure your business meets the new requirements.

For more information and to access the filing portal, please visit the Pennsylvania Department of State’s official page: Annual Reports | Department of State