On November 3, 2022, Governor Wolf signed into law Act 122 of 2022. Among the many changes made by this legislation, Act 122 creates an annual report filing requirement (like that imposed by most states) for domestic and foreign filing entities. The new annual report filing is required for:
- Domestic business corporations
- Domestic nonprofit corporations
- Domestic limited liability 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 starts in 2024 and replaces the decennial filing. Similar again to other states, failure to file the annual report will subject the company to administrative dissolution/termination/cancellation and loss of the right to its name.
The annual report will include the following:
- Business name
- Jurisdiction of formation
- Name of at least one director, member or partner
- Names and titles of the principal officers
- 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 other companies with a not-for-profit purpose. The deadline for filing the annual report is based on the type of entity. For all corporations (business and nonprofit, domestic and foreign), the deadline is June 30 each year. The deadline for limited liability company annual filings (domestic and foreign) is September 30, and 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 them of the annual reporting requirements. It is critical that companies 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. Companies 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 party of the obligation to make the annual report filing.
The new annual reporting requirement is a significant change for Pennsylvania. Therefore, Act 122 requires that the Department provide entities with a three-year transition period before imposing any dissolution/termination/cancellation for failure to file annual reports. Beginning in 2027, entities that fail to file annual reports will be subject to administrative dissolution/termination/cancellation. 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 another Foreign Registration Statement. During the time of administrative dissolution/termination/cancellation, the company name (domestic or foreign) is made available to any other entity. 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.