By: Matthew C. Cooper
Pennsylvania will soon be joining the ranks of the majority of states in the nation requiring business entities organized under its laws to file annual reports to confirm their continued existence. Pennsylvania Act 122 took effect on January 2, 2023 (“Act 122”), repealing Pennsylvania’s unique (and often overlooked) decennial report requirement, and replacing it with a reporting system requirement that aligns with the leading approach taken throughout the United States – filing an annual report.
Previously, business entities/associations were only required to file a report with the Pennsylvania Bureau of Corporations and Charitable Organizations (“Corporation Bureau”) on a rolling ten-year basis (2001, 2011, 2021, etc.) unless the entity/association had made certain filings with the Corporation Bureau within the previous ten-year cycle. Now, new Section 146 will require an annual reporting requirement for Pennsylvania business entities/associations. This aligns with the approach taken by virtually almost every other state in the country.
Who Will Be Required to File an Annual Report?
The new annual reporting requirement will apply to (i) all registered foreign associations and (ii) the following Pennsylvania domestic business entities:
- business corporations;
- nonprofit corporations;
- limited liability partnerships;
- electing partnerships that are not limited partnerships;
- limited partnerships (including limited liability limited partnerships);
- limited liability companies (LLCs);
- professional associations; and
- business trusts.
- all registered foreign associations
When Does the Annual Report Filing Requirement Take Effect?
2024. However, Act 122 includes a phase-in period of administrative penalties for failing to file annual reports until 2027 (see below for further discussion).
What Are the Filing Deadlines?
What Information Will the Annual Report Include?
The annual report will include the following:
- business name;
- jurisdiction of formation;
- registered office address;
- name of at least one director, member or partner;
- names and titles of the principal officers;
- address of the principal office; and
- entity number issued by the Pennsylvania Department of State.
What is the Cost of Filing the Annual Report?
Can Annual Reports be Filed Online?
Yes, annual reports can be filed online at Business Filing Services: https://file.dos.pa.gov.
What Are the Consequences of Failure to File an Annual Report?
Act 122 includes a phase-in period of administrative penalties for failing to file annual reports until 2027. Beginning in 2027, entities that fail to file annual reports will be subject to administrative dissolution/termination/cancellation.
If a domestic filing entity fails to file its annual report and finds that it has been dissolved/terminated, it may file an application for reinstatement, which must be accompanied by the required reinstatement fee and a fee for each delinquent annual report that was not previously paid. On the other hand, once a foreign registration has been terminated, the foreign association may not cure retroactively by reinstating, but instead must reregister by submitting another Foreign Registration Statement. If another entity has taken the name of the entity seeking reinstatement, the entity that has taken the name may keep the name and the entity seeking reinstatement must choose a new name.
Matthew C. Cooper is an attorney at MacElree Harvey specializing in business and corporate law. He counsels businesses of various sizes and industries through all stages of the business life cycle, including representing management and boards of directors by helping them stay compliant with the ever-changing landscape of corporate law. Matthew frequently represents businesses in private financings and mergers and acquisitions, and is a trusted adviser to lenders and borrowers in commercial lending transactions. If you have any corporate or business law needs, please contact Matthew C. Cooper at (610) 840-0279 or [email protected].
