The new Pennsylvania Department of State annual reporting requirements for domestic and foreign organizations have been in the works for a while. Back in November 2022, Act 122 of 2022 was signed into law by then Governor Wolf. The Act brought about major changes to Pennsylvania’s business corporation law, impacting both domestic and foreign for-profit and nonprofit organizations. The amendment sought to, among other things, introduce an annual reporting requirement for domestic and foreign associations. The new reporting requirements replace the longstanding decennial reporting requirement, which has been repealed. While most changes went into effect January 2023, the annual reporting requirement, after a year delay, finally went into effect January 1, 2025. This bulletin focuses on what you need to know.

What is the annual reporting requirement?

Barring certain specific exceptions, all Pennsylvania for-profit and nonprofit entities (both domestic and foreign) are required to file an Annual Report with the Pennsylvania Department of State. A domestic entity is considered to be any entity that is formed or incorporated under Pennsylvania law, including, but not limited to a corporation, limited liability company, limited partnership, business trust or nonprofit corporation. A foreign entity is any entity not formed or incorporated under Pennsylvania law, but registered to do business in the Commonwealth of Pennsylvania, for example, a Delaware corporation registered to do business in Pennsylvania. Starting this year, the Department of State will mail a notice to your organization’s registered office address at least two (2) months before your filing deadline, reminding you of the obligation to file the Annual Report. The reporting deadline differs depending on the type of organization. For instance, the filing deadline for corporations (domestic and foreign) is June 30 of each year. As such, you have from January 1 until June 30 each year to file your report. However, if you are a limited liability company (domestic and foreign), the filing deadline is September 30 of each year. As a limited liability company, you have from January 1 until September 30 of each year to file your report. But if you are a newly formed organization your first annual report will not be due until the year following the year that you incorporated in Pennsylvania (or filed your initial foreign registration).

Because the Department of State sends the notice to your registered office address, it is extremely important that you confirm that all information on file with the Department is current, particularly your organization’s registered office address. A failure by the Department to deliver your annual reporting notice, or your failure to receive the annual reporting notice does not relieve your organization from the requirement to file the Annual Report.

The information required for the annual report is fairly straightforward. You are required to submit basic company information such as the business name, jurisdiction of formation, registered office address, name of at least one (1) director, member, manager, general partner, etc. depending on type of organization, names and titles of officers, principal office address, and your PA Department of State issued entity number. You are not required to submit any financial information. The information must be current as of the date of filing.

Please be aware that the information contained in the annual report will be publicly available on the Department of State’s website and will also indicate whether your organization is compliant with its annual reporting requirements.

Is the Pennsylvania Annual Reporting Requirement the same as the BOI report required under the CTA?

No, the Pennsylvania Annual Report is not the same as the Corporate Transparency Act (CTA) Beneficial Ownership Information (BOI) report. The Pennsylvania Annual Report is a matter of state law, while the BOI report is a matter of federal law. Both reports are also filed with different governmental entities: the Pennsylvania Department of State versus the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN). Although both filings require you to submit certain information about your business, the requirements, information elements, and the entities required to file differs. Additionally, any federal court cases challenging the CTA do not affect the Pennsylvania Department of State’s annual reporting requirements.

How do I file the annual report?

As of January 6, 2025, you can file your annual report online and in fact, the Pennsylvania Department of State recommends that you file the Annual Report online as the online form automatically will populate your organization’s information on file with the State, preventing mistakes and delays. You can file the report by registering for a new account or logging into your existing account for Business Filing Services (for new users) or log into to your existing account. You complete the report online and pay the filing fee (if applicable). Once filed you will receive an acknowledgment letter. Note that there are no expedited service options for annual reports. Annual reports that are submitted online will be automatically approved. This is a convenient option for non-US parent companies with subsidiaries based in the United States.

More information, including a step-by-step guide, is available on the Pennsylvania Department of State website at: Annual Reports | Department of State | Commonwealth of Pennsylvania.

Consequences of not filing the Annual Report

Failure to file the Annual Report can have severe consequences for your organization so it is important to have a plan in place for tracking and compliance with this annual report obligation. Depending on the type of entity you are, your organization may be subjected to:

• Administrative Dissolution if a domestic filing entity;
• Administrative Cancellation if a domestic limited liability partnership; or
• Administrative Termination of your registration if you are a foreign entity; AND
• Loss of the protection of your name.

After a Statement of Administrative Dissolution, Cancellation of Registration, or Termination of Foreign Registration is filed by the Department of State, you will no longer be able to obtain a subsistence certificate from the Department of State and you will lose the exclusive right to use your organization’s name – in other words, your organization’s name will become available for other organizations to use.

As a Pennsylvania filing entity, this means that a failure to file will result in the Department of State administratively dissolving your organization. This means that other than activities necessary to wind up and liquidate (or apply for reinstatement per below), you will not be able to conduct any other business activities. You will continue to be managed by your Board of Directors until formally dissolved (or reinstated) but you are not currently deemed to be subsisting. As a Pennsylvania domestic limited liability partnership, you will continue as a domestic general partnership but lose your limited liability status. The subtype will be changed from limited liability partnership to general partnership. If you are a foreign entity authorized to do business in Pennsylvania you will no longer be registered to do business in Pennsylvania, which can have severe consequences if you for instance have employees, facilities, or significant business in the Commonwealth. Bottomline, the Annual Report should be taken seriously, and assigning someone in the organization to track and file this report should be a priority.

However, there is no need for immediate concern. Because the new annual reporting requirement is a significant change for Pennsylvania, there is a transition period before any of the penalties for failure to file are imposed. Beginning with the Annual Reports that are due in 2027, any organization that fails to file an Annual Report for the calendar year 2027 will be subject to penalties six (6) months after the due date. Having said that, it is better to incorporate the annual report in your organization’s operations regular annual requirements sooner rather than later.

Should you discover that your organization has been administratively dissolved or cancelled, you are not without remedy. There is a process to have your organization reinstated, and there is no limitation on the period of time for reinstatement. However, if you are a foreign entity registered in Pennsylvania, you will not be able to cure the termination of your registration retroactively, you must reregister by submitting a new Foreign Registration Statement. Nonetheless, your name (domestic or foreign) would have been made available to other organizations during the time of your administrative dissolution or termination of registration. Should in this timeframe another organization have taken your name, this organization may keep the name that was previously yours and you will need to choose a new name. 

The Annual Report represents a significant change in corporate administration that should be taken seriously. While not cumbersome to file, the consequences of failing to file can be severe and organizations should incorporate the requirement in their operations.

Key takeaways

• Make sure the organization’s registered office address is up to date.
• Your filing deadline will depend upon the type of entity you are.
• The filing fee is $7 (unless you are a nonprofit corporation or a LP or LLC with a not-for-profit purpose).
• Online filing is recommended.
• Information will be publicly available.

For any questions or assistance please feel free to reach out to any of our members of our International Business Group.