Submitted by UCS on February 14, 2023

Pennsylvania Companies moving from Decennial Reporting to Annual Reporting

The requirement for Decennial Reports has been repealed.  Effective January 3, 2024, specific entity types will transition from filing 10-year reports on company activities to being required to file annually.

If your company falls into this category, it will have approximately one year to prepare for the new requirements.

The annual report requirement begins in calendar year 2025.  Similar again to 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.

The annual report will include the following:

• Business name
• Jurisdiction of formation
• Registered office address
• Name of at least one governor (director, member, partner, etc. depending on 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

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 $0 fee for nonprofit corporations and any LPs or LLCs with a not-for-profit purpose. The deadline for filing the annual report is based on the type of association. For all corporations (business and nonprofit, domestic and foreign), the deadline is June 30  of each year. The deadline for limited liability company annual filings (domestic and foreign) is September 30, and the annual report of any other domestic filing entity or foreign filing association is due December 31 of each year.

United Corporate Services (“UCS”) corresponded with the Pennsylvania Department of State, Corporation Bureau concerning the new procedures.  Let’s review some answers to questions you may have regarding this change.

Who will be required to file an annual report?

With some exceptions, this requirement will apply to most entities formed under the laws of the Commonwealth that must file an application to transact business with the Corporation Bureau to exist (for instance, a corporation that files articles of incorporation) and all non-PA businesses registered or qualified to do business in the Commonwealth. The required filers are:

• Domestic filing entity*
• Domestic limited liability partnership (a PA general partnership registered under Chapter 82),

• Domestic electing partnership (a partnership that has elected to be governed by Chapter 87), other than limited partnerships (which are “domestic filing entities” anyway), and
• Registered foreign associations (non-PA entities registered to do business in the Commonwealth).

*Any entity the internal affairs of which are governed by the laws of the Commonwealth and that must file a public record with the Corporation Bureau to be formed, which includes (among others):

• Business corporations
• Non-profit corporations
• Limited Liability Companies
• Limited Partnerships
• Professional corporations

This excludes general partnerships unless they are limited liability partnerships or electing partnerships.

When does the annual report filing requirement take effect?

The annual reporting regime begins on January 1, 2025, and annually thereafter.

What will the contents of the report be?

Annual reports must be delivered to the Corporation Bureau for filing, signed by the entity, and include the following information, which must be accurate as of the filing date:

1. The 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, a manager of a manager-managed LLC, etc.).
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 PA Department of State.

If an annual report includes a registered office different from the Corporation Bureau’s records, the registered address of record at the Corporation Bureau will automatically change to the registered address contained in the annual report.

What will the consequences of failure to file annual reports be?

Act 122 includes a phase-in period of administrative penalties for failing to file annual reports until January 4, 2027. With respect to annual reports due on or after January 4, 2027, if an entity or association fails to file an annual report, it will be subject to administrative dissolution under Subchapter 3H (if it is a domestic filing entity), administrative cancellation under Subchapter 3H (if it is a domestic limited liability partnership or electing partnership), or administrative termination of its registration under § 419 (if it is a foreign association).

Will there be notices or reminders of the filing obligation?

Act 122 requires the PA Department of State to deliver a notice to each association or entity obligated to file at least two months before its due date. Even if no reminder is sent, the filing is still due by the due date.  Unless the registered agent is listed on the state records as the recipient of such notices, these documents will be delivered directly to the company.

Can UCS file the annual reports on the company’s behalf?

UCS can proactively manage your business annual report compliance with diligence and skill.  Our workflow streamlines the compliance process while producing a superior client experience.  Contact us today to discuss your corporate, UCC or annual compliance needs by calling us at (800) 899-8648 or email at orders@unitedcorporate.com or via chat on our website.