On January 3, 2024 new reporting requirements took effect for corporations and organizations in Pennsylvania.

Why Should You Care?

A report to the PA Department of State used to be required every ten years; it will now be required every year beginning in 2025.

Also, the new reporting requirements may cause loss of anonymity for business owners, increasing the chance of personal lawsuits brought by both the state and members of the public.

What to Report

• Name of entity
• Jurisdiction of formation
• Address of its registered office in Pennsylvania
• The name of at least one “governor” (e.g., director, manager, partner, etc.)
• Names and titles of the principal officers, if any, as determined by its governors
• Address of its principal office, wherever located; and
• The entity number or similar identifier issued by the Pennsylvania Department of State.

Who Must Report?

The following entities are subject to the annual reporting requirements:

• Domestic corporations (for-profit and nonprofit corporations), LLCs, LPs and entities
• Domestic electing partnerships
• Domestic LPs
• Domestic professional associations
• Business trusts
• All foreign associations

Consequences for Failure to File

The new law has a transitional period that will delay consequences until 2027.

After the transitional period, failure to file may result in:

• Administrative dissolution for domestic filing entities
• Administrative cancellation for domestic LLPs
• Termination of registration for foreign associations

Deadlines

An annual report must be filed with the PA Department of State each year as follows:

• Before July 1: domestic or foreign corporations for profit or not-for-profit
• Before October 1: domestic or foreign LLCs
• Before December 31: any other form of domestic or foreign association.

For more information on PA’s annual reporting requirements, please visit Annual Reports in Pennsylvania.

Associated Fees

• The fee for the new annual report is $7 for corporations, LLCs, LPs and LLPs.
• The fee for the new annual report is $0 for nonprofit corporations and any LPs or LLCs with a not-for-profit purpose.