On November 3, 2022, then-Governor Tom Wolf signed Act 122 of 2022 into law, establishing a new annual reporting requirement for business entities operating in Pennsylvania. The Act brings Pennsylvania in line with many 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 business corporations, limited liability companies (LLCs), limited partnerships (LPs), professional associations, business trusts, nonprofit corporations, and other domestic association types, as well as all registered foreign associations.

Effective Date and Filing Deadlines

The requirement to file annual reports begins in calendar year 2025. Filing deadlines vary based on the type of association:

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

Newly formed or newly registered associations will be required to file their first annual report in the year following their formation or initial registration in Pennsylvania.

Required Information in the Annual Report

Each annual report must include the following:

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

Filing Fees

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

Notice and Compliance

The Department of State will mail annual report reminders to each association’s registered office address at least two months prior to the applicable filing deadline. 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 association of its obligation to file.

Consequences of Noncompliance

Failure to file an annual report will subject an association to administrative dissolution, termination, or cancellation. Starting with reports due in 2027, associations that do not file within six months of their due date will face these administrative actions.

• Reinstatement: A domestic association that is administratively dissolved or terminated may reinstate without any time limit.
• Reregistration: A foreign association whose registration has been terminated must file a new Foreign Registration Statement to resume operations in Pennsylvania.

Important Note: If another entity has assumed the name of an association seeking reinstatement or reregistration, the original association must adopt a new name.

As your tax advisors, emc CPAs would like to clarify that the filing of these annual reports is not included in our tax preparation and filing services.  Since this filing constitutes a legal matter, we recommend that you consult with your corporate legal counsel or another qualified legal professional to ensure compliance with this new requirement

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