Act 122
On November 3, 2022, Governor Wolf signed into law Act 122 of 2022. Among the many changes made by this legislation, Act 122 created an annual reporting requirement (like that imposed by most states) for most domestic and foreign filing associations. The new Annual Report filing begins in calendar year 2025. The long-time decennial report requirement has been repealed. Again, like other states, failure to file the Annual Report will subject the association to administrative dissolution/termination/cancellation and loss of the protection of its name. However, because this requirement is newly imposed, the Pennsylvania Department of State will not administratively dissolve a business entity for failure to file until 2027.
Should a domestic filing entity discover that it has failed to make a required Annual Report and has been administratively 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, current Annual Report information, and a fee for each delinquent Annual Report that was not previously paid. If a foreign registration has been administratively terminated for failure to file an Annual Report, the foreign association may not cure retroactively by reinstating, but instead must re-register by submitting a new Foreign Registration Statement.
During the time of administrative dissolution/termination/cancellation, the association’s name (domestic or foreign) is made available to any other filing association. If another association has taken the name of the senior association seeking reinstatement, the association that has appropriated the name may keep the name and the senior association seeking reinstatement (in the case of domestic entities) or re-registration (in the case of foreign registrations) must choose a new name.
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 $0fee for nonprofit corporations and any LPs or LLCs with a not-for-profit purpose. The filing deadlines for each entity are as follows:
Filing Dates per Entity Type
By June 30 - Corporations (business and nonprofit), both domestic and foreign
By September 30 - Limited liability companies, both domestic and foreign
By December 31 - Limited partnerships, limited liability partnerships, business trusts, and professional associations, both domestic and foreign
This report must include the following information:
- Business name
- Jurisdiction
- Registered office address
- Name of at least one governor (or person in power, depending on type of association)
- Names and titles of principal officers, if applicable
- Address of principal office
- Entity number issued by the PA Department of State
Filing the Annual Report online is strongly recommended – the online Annual Report form will populate with the company details currently on file, preventing costly mistakes and delays. Filing and paying online will ensure all the relevant form questions are answered and ensure the form is timely received and processed. In addition, Annual Reports submitted online will be automatically approved. Online filers see statuses in real time and will be able to access the approved Annual Report within minutes. Therefore, there are no expedited service options for Annual Reports. The Annual Report may be filed by paper but will be subject to processing times.
This annual report can be filed at https://file.dos.pa.gov/. Register an account for Business Filing Services (BFS) if you are newuser. Search for your entity under 'Business Search' and click on ‘File AnnualReport’. Complete the Annual Report and pay by credit card.
As these Annual Reports are not considered a tax return, you will need to ensure this filing is completed. If you need assistance with this filing, we can assist with recommending at third-party service to help with these filings.
For more information, please visit dos.pa.gov/AnnualReports
