New Reporting Regime Under Pennsylvania Law
In November 2022, Pennsylvania passed Act 122 which amended several sections of Title 15 Corporations and Unincorporated Associations. What Act 122 did was repeal Pennsylvania’s ten-year reporting cycle known as the “decennial” report.
Prior to the passage of Act 122, entities or associations organized under the laws of the Commonwealth and foreign entities (non-PA entities) registered in the Commonwealth were not required to file annually with the Bureau of Corporations and Charitable Organizations (“Bureau”) to confirm their continued existence. The reporting requirement was the decennial report, which is reporting every ten years.
Act 122 repeals the old system and updates it with annual reporting requirements. This change will help the Bureau maintain an updated record of entities that are active. The annual report filing requirement begins January 3, 2024, and continues annually therefrom.
Who is Required to Report?
Business corporations, nonprofits corporations, limited liability companies, limited partnerships, and professional corporations whose internal affairs are governed by the laws of the Commonwealth.
What must be included?
The new annual filling requires more information than the requirements of the decennial report. The decennial report required the name of the entity, its registered office, and change of address information, if applicable. In addition to what the decennial report required, the annual filing requires an EIN, name of principal office (in addition to the registered office), names of principal officers, and at least the name of one governor of the entity (i.e. director of a corporation).
The annual filing must include:
(1) name and jurisdiction of formation;
(2) subject to Section 109 (relating to the name of commercial registered office provider in lieu of registered address), the address of its registered office, if any, including street and number, if any, in this Commonwealth;
(3) the name of at least one governor (a director of a corporation or manager of a LLC);
(4) the names and titles of the persons who are its principal officers, if any, as determined by its governors;
(5) the address of its principal office, including street and number, if any, wherever located; and
(6) its entity number or similar identifier issued by the department.
What are the costs for filing?
The filing fee for the decennial report was $70, and the filing fee for the new annual filing is $7 (nonprofits do not have a filing fee). After 10 years of filing an annual report, entities will have spent the same amount in filling fees as the decennial report required.
If the annual report includes information about the registered office which differs from the information shown in the records, the address will be deemed to have changed and the records will automatically change. Additionally, if there is a change occurring between annual filings, an entity may submit an updated annual filing at any time.
What are the filing deadlines?
|Entity or Association||Deadline|
|Corporations for profit or not for profit (domestic or foreign)||Before July 1 (no later than June 30)|
|LLCs (domestic or foreign)||Before October 1 (no later than September 30)|
|All others||On or before December 31|
What are the consequences of failure to file?
Perhaps most importantly, Act 122 also adds Subchapter H to Chapter 3 of Title 15, which includes an administrative procedure for dissolution when an entity fails to file an annual report within six (6) months after the annual report is due.
The information contained herein is provided for general informational purposes only and may not reflect the current law in your jurisdiction. No information contained in this blog should be construed as legal advice from Shumaker Williams P.C. or the individual author, nor is it intended to be a substitute for legal counsel on any subject matter. This blog is current as of the date of original publication.
November 01, 2023