Pennsylvania Act 122 – New Annual Reporting Requirements for PA Entities

On November 3, 2022, Governor Wolf signed Act 122 of 2022 (15 Pa.C.S. § 146, 381-333 (2022)) (the “Act”) into law, implementing significant changes for domestic and foreign filing associations in the Commonwealth of Pennsylvania. Among these changes was repealing the prior decennial reporting requirement and introducing the annual reporting requirement for most domestic and foreign filing associations (the “Annual Report”).

Effective January 1, 2025, compliance with the Annual Report is critical for associations because failure to file the Annual Report can result in administrative dissolution, termination, cancellation, and/or loss of name protections.

The information contained in the Annual Report and compliance status is public information on the Pennsylvania Department of State’s (the “Department”) public website, file.dos.pa.gov/search/business.

Associations and Deadlines:

The Act set forth different deadlines for each association subjected to the Annual Report requirement. The deadline for filing the Annual Report is dependent upon the type of association, as outlined below:

Certain associations are exempt from the Annual Report requirement, including: fictitious names, general partnerships that are not limited liability partnerships, authorities (all subtypes), name reservations and registrations, land banks, financial institutions and credit unions, trademarks, insignias and marks used with articles and supplies.

Important Note. The Association’s first Annual Report is due the year following the association’s formation in Pennsylvania or its initial foreign registration.

Notification:

The Department will notify entities via email (if provided to the Department in a filing) and postcard at least two (2) months prior to the entity’s filing deadline. Therefore, it is important that entities keep their email and address information on file with the Department up to date. Entities have the option to include multiple email addresses for notifications about the Annual Report filing. If an entity fails to receive a notice from the Department, such failure does not excuse the entity from the obligation to make the Annual Report filing.

Required Information:

The Annual Report information must be current as of the filing date with the Department. In other words, any information reported should be current as of the year filed, not the previous calendar year. If you wish to update your Annual Report after filing during the same year, you may do so without incurring a fee.

The Annual Report must include the following information:

• Business Name
• Jurisdiction of Formation
• Registered Office Address
• Name of at least one governor (director, general partner, LLC manager or LLC member with material management responsibility, etc. depending on the type of association)
• Names and titles of the principal officers, if any
• Address of the Principal Office
• Entity Number issued by the Pennsylvania Department of State

No financial information is required.

How to File:

The Department “strongly recommends” completing the filing online at file.dos.pa.gov. As of January 6, 2025, associations can begin filing their Annual Reports via the online portal. To complete the filing online, follow these steps:

1. Log in to https://file.dos.pa.gov
2. Search for the company name under Business Search
3. Click on “File Annual Report” icon (no PIN access required)
4. Confirm/update the entity information
5. Pay the $7 fee (no fee for nonprofits)
6. Receive the filed report within minutes under the My Business Work Queue

Transition Period and Penalties:

The Act provides for a transition period during which the associations cannot face penalties for non-compliance. This transition period ends with the Annual Reports due in 2026. Beginning with the Annual Reports due in 2027, a failure to file an Annual Report within six (6) months of the due date will subject associations to administrative dissolution, termination, cancellation, and/or loss of name protection.

Reinstatement & Re-Registration:

A domestic filing entity that has been administratively dissolved or terminated due to the failure to file an Annual Report can file for reinstatement at any time after being administratively dissolved or terminated. The reinstatement must include the application for reinstatement fee (currently $35 if filed online, $40 if filed on paper), the current Annual Report information, and a fee for each delinquent Annual Report that was not previously paid ($15 per Annual Report not previously paid).

A foreign entity/registration that has been administratively terminated for failure to file an Annual Report cannot be cured retroactively by reinstating. The foreign entity must reregister by submitting a new Foreign Registration Statement along with its current fee.

While a domestic or foreign association is administratively dissolved, terminated, or cancelled, the association’s name is made available for any other filing association’s use. If another association takes the name of an administratively dissolved, terminated, or cancelled association, the association seeking reinstatement (or re-registration if a foreign association) must choose a new name.

Difference Between the Pennsylvania Annual Report & Corporate Transparency Act:

The Annual Report requirement is required under Pennsylvania law while the Corporate Transparency Act (CTA) Beneficial Ownership Information (BOI) report is required under federal law. Each filing is made to different entities––the Annual Report is made to the Department, and the BOI report is made to the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN). These filings differ in the information required and the entities required to file. Federal court cases challenging the CTA have no effect on the Department’s annual reporting requirement.

Andrew J. Schellhammer is a Partner in the Real Estate and Trusts & Estates Practice Groups and is based in the State College office. Andrew can be reached at aschellhammer@leechtishman.com.

Elissa Steiner is an Associate in the Corporate Practice Group in the Pittsburgh office. Elissa can be reached at esteiner@leechtishman.com.