New Annual Reporting Requirement for Pennsylvania Businesses

by Rachel Hazzard
January 28, 2025

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New Annual Reporting Requirements for Pennsylvania businesses went into effect on January 1, 2025, after the Commonwealth of Pennsylvania passed Act 122 in 2022. This Act requires Pennsylvania-based businesses and those registered to do business in Pennsylvania to file an Annual Report with the Pennsylvania Department of State. 

Who is required to file an Annual Report?
Under the Act, all Pennsylvania corporations (including nonprofit corporations), limited liability companies, limited partnerships, professional associations, business trusts, and other Pennsylvania business associations, as well as out-of-state businesses registered to do business in Pennsylvania are required to file Annual Reports.

When do I need to file my Annual Report?
Corporations (including nonprofit corporations) must file by June 30, and thereafter, annually by June 30.

Limited liability companies must file by September 30, 2025 and thereafter, annually by September 30.

All other entities must file by December 31, 2025 and thereafter, annually by December 31.

Going forward, a new business must file its first annual report the year following its formation in Pennsylvania or its initial foreign registration.

What information is required in my Annual Report?
The Annual Report must include the following information:

  • Entity number issued by the Department of State
  • Business Name
  • Jurisdiction (State) of formation
  • Registered office address
  • Principal office address
  • Name of at least one governor (e.g., director, member, partner depending on the type of business)
  • Names and titles of principal officers, if any

What else should I know about Annual Reports?
Online filing is strongly encouraged. The online Annual Report form will populate automatically with information already on file, preventing delays and errors. Additionally, online filings will be automatically approved and accessible within minutes. There are no expedited filing options available by mail or in person because online filing is automatic.

The filing fee for Annual Reports is $7 for for-profit businesses and $0 for nonprofit corporations and other businesses with not-for-profit purposes.

Beginning with Annual Reports due in 2027, failure to file an Annual Report may result in administrative dissolution/termination/cancellation six (6) months after the due date of the Annual Report. Pennsylvania businesses dissolved or terminated due to failure to file an Annual Report will have the opportunity for reinstatement, with no limitation on the time period for reinstatement. If a foreign registration is terminated for failure to file an Annual Report, the foreign business must re-register to do business in Pennsylvania by submitting a new Foreign Registration Statement.

During the time of administrative dissolution/termination/cancellation, the business’s name will be made available to any other filer. If another business has taken the name of a business seeking reinstatement or re-registration to do business, the business seeking reinstatement must choose a new name.

Where can I find more information?
Additional information on the new Annual Reporting requirement can be found online including step-by-step filing instructions, FAQs, and a filing guide.

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