New Annual Reporting Requirement for Pennsylvania Businesses
On November 3, 2022, the PA legislature passed Act 122 of 2022, amending the reporting requirement for businesses registered in the state.
Currently, the law only requires a Pennsylvania business to report business information once every ten years.
That means that some Pennsylvania business entities haven’t filed a corporate report with the state since “selfie” and “twerk” were added to the dictionary, since our favorite cyclist admitted to doping and was banned from the sport, since Dennis Rodman buddied up with Kim Jong Un, i.e. since 2013!
Now, everything is about to change – introducing the new annual filing requirement for PA business entities!
Starting in 2024, the following types of entities will be required to file annual reports: domestic business corporations, nonprofit corporations, limited liability partnerships, electing partnerships that are not limited partnerships, limited partnerships (including limited liability limited partnerships), limited liability companies, professional associations, business trusts, and all registered foreign associations.
The annual report must include:
- Business name;
- Jurisdiction of formation;
- Name of at least one director, member, or partner;
- Names and titles of the principal officers, if any;
- Address of the principal office; and
- Entity number issued by the Pennsylvania Department of State
The annual report filing forms have not yet been made available by the state.
The deadline for filing depends on the type of entity.
The deadlines are as follows for each year:
- June 30th – All domestic and foreign corporations (including nonprofits);
- September 30th – All domestic and foreign LLCs;
- December 31st – All other domestic and foreign entities.
The PA Department of State will mail notice to the registered office of each entity at least two months before the deadline. The fee for the filing is $7 for domestic and foreign business corporations, LLCs, LPs, and LLPs. There is no charge for domestic and foreign nonprofit corporations or other companies with not-for-profit purposes.
Failure to file on time could result in administrative dissolution/termination/cancellation. During a time of administrative dissolution/termination/cancellation, an entity could lose its name because the name will be available for other entities that are filing during that time. A domestic entity that fails to timely submit an annual report has an unlimited opportunity to seek reinstatement. A foreign entity that fails to timely submits an annual report may not seek reinstatement but must, instead, reregister by submitting a Foreign Registration Statement.
NOTE: These filing penalties do not kick in until 2027, however, businesses should get into the habit of compiling their records and completing the necessary form next year, 2024.
The information contained in this publication should not be construed as legal advice, is not a substitute for legal counsel, and should not be relied on as such. For legal advice or answers to specific questions, please contact one of our attorneys.