Filing Pennsylvania Annual Report Starting in 2025

Filing Pennsylvania Annual Report Starting in 2025

To Our Valued Clients:

On November 3, 2022, Pennsylvania Governor Tom Wolf signed into law Act 122 of 2022. Act 122 created an annual reporting requirement for most Pennsylvania domestic and foreign filing associations. This new filing requirement replaces the older decennial report and is effective for calendar year 2025.  

This Annual Report will contain the following information:

  • Business name
  • Jurisdiction of formation
  • Registered office address
  • Principal 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
  • Entity number issued by the Pennsylvania Department of State

The following associations are subject to this filing requirement:

  • Domestic and foreign business corporations
  • Domestic and foreign nonprofit corporations
  • Domestic and foreign limited liability companies
  • Domestic and foreign limited liability (general) partnerships
  • Domestic and foreign limited partnerships (including limited liability limited partnerships)
  • Domestic and foreign professional associations
  • Domestic and foreign business trusts
  • Domestic electing partnerships that are not partnerships 

The following associations are not subject to this filing requirement:

  • Fictitious names
  • General partnerships that are not limited liability partnerships
  • Authorities (all subtypes)
  • Name reservations
  • Land banks
  • Financial institutions
  • Credit unions
  • Name registrations
  • Trademarks
  • Insignias
  • Marks used with articles and supplies

A fee of $7 will be collected at the time of submission for most association types. However, there will be no fee for nonprofit corporations and any limited partnerships or limited liability companies with a not-for-profit purpose.

Rather than a specific due date, associations have a window of time to complete and file their Annual Report. Below is a summary:

Association TypeFiling Dates
Corporations (business and nonprofit)/domestic and foreignJanuary 1 – June 30
Limited liability companies/domestic and foreignJanuary 1 – September 30
Limited partnerships, limited liability partnerships, business trusts, professional associations/domestic and foreignJanuary 1 – December 31

It is strongly recommended that the Annual Report be filed online at file.dos.pa.gov. This may require registering your account for Business Filing Services. Filing in this manner allows association information to be pulled from the Secretary of State database, reducing the chance of input or submission errors. 

Failure to submit an Annual Report for the above-mentioned associations could result in an administrative dissolution, termination, or cancellation, requiring the association to apply for reinstatement, which may result in additional fees.  

If you wish to discuss any of the matters in this update in more detail, please contact Danelle Stewart, Charles Marston, or William Hall or call 724-934-0344 (Cranberry Township, PA office) or 304-233-5030 (Wheeling, WV office).

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