Filing Reminder: 2025 Pennsylvania Annual Report
As we previously reported, a new Pennsylvania annual report (Annual Report) filing requirement is set to begin in calendar year 2025. The Annual Report replaces the Commonwealth’s Decennial Filing Report and applies to nearly all businesses, medical practices, nonprofit entities and other organizations that operate through entities that are organized under Pennsylvania law, in addition to all foreign entities registered to do business within the Commonwealth. Beginning in 2027, failure to file the Annual Report will ultimately subject the entity to administrative dissolution, termination or cancellation and loss of the protection of its name.
The Annual Report must be filed by the following types of Pennsylvania entities:
- Business corporations
- Nonprofit corporations
- Limited liability (general) partnerships (LLPs)
- Electing partnerships that are not limited partnerships
- Limited partnerships (including limited liability limited partnerships) (LPs)
- Limited liability companies (LLCs)
- Professional associations
- Business trusts
Additionally, the Annual Report must be filed by all registered foreign associations, which include for-profit and nonprofit corporations, partnerships, LLCs and business or statutory trusts. (See: 15 Pa.C.S. § 102(a) for the definition of “Association.”)
The Annual Report must contain the following information:
- Business name
- Jurisdiction of formation
- Registered office address
- Name of at least one governor which depends on the type of entity (i.e., directors, general partners, LLC managers or LLC members with material management responsibility, etc.)
- Names and titles of the principal officers, if any
- Address of the principal office
- Entity number issued by the Pennsylvania Department of State
The fee to file an Annual Report is $7 for business corporations, LLCs, LPs and LLPs. There is no fee for nonprofit corporations and any LPs or LLCs with a nonprofit purpose. The filing window is based on the type of entity:
- Corporations (business and nonprofit, domestic and foreign): Jan. 1 through June 30
- LLCs (domestic and foreign): Jan. 1 through Sept. 30
- All other domestic filing entities and foreign filing associations (LPs, LLPs, business trusts and professional associations): Jan. 1 through Dec. 31
The Department of State will notify entities via email and postcard at least two months prior to the respective deadlines of the need to file the Annual Report, so entities need to ensure that all information on file with the Department of State is accurate and current. However, failure to receive such notice does not relieve the entity of the obligation to file the Annual Report. Therefore, it is imperative that all filing entities take proactive steps to ensure compliance and calendar the Annual Report deadline, assign responsibility for the filing and compile the substance of the Annual Report.