Annual Reports in Pennsylvania
On November 3, 2022, Governor Wolf signed into law Act 122 of 2022. Among the many changes made by this legislation, Act 122 created an annual report requirement (like that imposed by most states) for domestic and foreign filing associations. The long-time decennial report requirement for these associations has been repealed. The new annual report filing is required for:
- Domestic business corporations
- Domestic nonprofit corporations
- Domestic limited liability (general) partnerships
- Domestic electing partnerships that are not limited partnerships
- Domestic limited partnerships (including limited liability limited partnerships)
- Domestic limited liability companies
- Domestic professional associations
- Domestic business trusts
- All registered foreign associations
The annual report requirement begins in calendar year 2025. Similar again to other states, failure to file the annual report will subject the association to administrative dissolution/termination/cancellation and loss of the protection of its name.
The annual report will include the following:
- Business name
- Jurisdiction of formation
- Registered office address
- Name of at least one governor (director, member, partner, etc. depending on type of association)
- Names and titles of the principal officers, if any
- Address of the principal office
- Entity number issued by the Pennsylvania Department of State
The fee for the new annual report is $7 for business corporations, limited liability companies (LLCs), limited partnerships (LPs) and limited liability general partnerships (LLPs), with a $0 fee for nonprofit corporations and any LPs or LLCs with a not-for-profit purpose. The deadline for filing the annual report is based on the type of association. For all corporations (business and nonprofit, domestic and foreign), the deadline is June 30 of each year. The deadline for limited liability company annual filings (domestic and foreign) is September 30, and the annual report of any other domestic filing entity or foreign filing association is due December 31 of each year.
The Department of State will mail notice to the registered office address of each association required to make an annual report at least two months prior to the respective deadline, reminding it of the need to make an annual report. It is critical that affected associations keep all information on file with the Department up-to-date, particularly registered office address, to ensure that they receive notice of how and when to make annual reports. Associations also have the ability to provide emails for additional notifications. However, failure by the Department to deliver notice to any party, or failure by any party to receive notice, of an annual report filing requirement does not relieve the association of the obligation to make the annual report filing.
The new annual report requirement is a significant change for Pennsylvania. Therefore, Act 122 requires that the Department provide associations with a transition period before imposing any dissolution/termination/cancellation for failure to file annual reports. Beginning with annual reports due in 2027, associations that fail to file annual reports in the 2027 calendar year will be subject to administrative dissolution/termination/cancellation six months after the due date of the annual report.
Should a domestic filing entity discover that it has failed to make a required annual report and has been dissolved or terminated, it has the opportunity for reinstatement, with no limitation on the period of time for such reinstatement. Such reinstatement must be accompanied by the application for reinstatement fee and a fee for each delinquent annual report that was not previously paid. Once a foreign registration has been terminated for failure to file an annual report, the foreign association may not cure retroactively by reinstating, but instead must reregister by submitting a new Foreign Registration Statement.
During the time of administrative dissolution/termination/cancellation, the association's name (domestic or foreign) is made available to any other filing association. If another association has taken the name of the senior association seeking reinstatement, the association that has appropriated the name may keep the name and the senior association seeking reinstatement (in the case of domestic entities) or reregistration (in the case of foreign registrations) must choose a new name.
4/25/2023