Beginning January 1, 2025, Pennsylvania will require annual reporting (the “Annual Report”) for certain domestic and foreign business entities. This will replace the previous and longstanding decennial report requirement.
The Annual Report will be required for the following business entities:
- Domestic Pennsylvania entities including:
- Business corporations;
- Nonprofit corporations;
- Limited liability partnerships (LLPs);
- Electing partnerships that are not limited partnerships;
- Limited partnerships and limited liability limited partnerships (LPs and LLLPs);
- Limited liability companies (LLCs);
- Professional associations; and
- Business trusts.
- All “foreign registered associations” registered to do business with Pennsylvania.
The Annual Report will require the following information:
- Entity or association name;
- Jurisdiction of formation;
- Registered office address;
- Name of at least one “governor” (director, LLC member or LLC manager with material management responsibility, general partner, etc. depending on the type of association);
- 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 filing fee is $7 for corporations, LLCs, LPs, and LLPs, and is free for nonprofit corporations or any other entity with a nonprofit purpose. Deadlines for filing depend on the type of business entity, and will be the same day each year, beginning in 2025:
- Corporations: June 30
- LLCs: September 30
- Any other entity: December 31
Starting with reports due in 2027, entities that do not file Annual Reports will be subject to administrative dissolution, termination, or cancellation six months after the deadline for their respective filing. An association that does not file will also lose the exclusive right to its name after the Department files a statement administrative dissolution/cancellation or notice of termination. The Annual Report is in addition to the certificate of annual registration that certain Pennsylvania entities are required to file.
To prepare for the Annual Reports, it is imperative all entities and associations verify that all their information on record with the Department of State is correct and up to date in order to receive notifications regarding the upcoming deadlines.
If you have any questions about the Annual Reports or would like assistance in updating your information on record with the Department of State, please contact partner Dan Desmond, attorneys Charmaine Nyman or Elizabeth Vanasse, or any member of Barley Snyder’s Business Practice Group.
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The Commonwealth of Pennsylvania has also prepared Frequently Asked Questions (FAQs) relating to the Annual Report requirements and deadlines which may be viewed here.
