As noted in previous blogs, Pennsylvania now requires entities organized under Pennsylvania law or authorized to do business within the Commonwealth to file mandatory annual reports. Part of PA Act 122 (the “Act”), these requirements were signed into law on November 3, 2022 by former Pennsylvania Governor Tom Wolf and took effect January 1, 2025. Learn more about the PA annual report filing requirements and use this four-step checklist to ensure compliance for your business!
The importance of filing your PA annual report
While this is a new requirement for Pennsylvania, most states have annual or biannual reporting requirements. The Act 122 report consists of reporting a variety of information and paying a small filing fee to the Pennsylvania Department of State (see below). Maintaining compliance and filing your company’s report in a timely manner is critical to avoid penalties. Non-compliance penalties may include the dissolution or termination of the entity, as well as the loss of protection of the entity’s name.
The report must be filed annually with the Pennsylvania Department of State. Each report must contain accurate information at the time it is submitted. There are no requirements to amend a previous report if the information on the report changes. Postcard notices will be sent by the Pennsylvania Department of
State, at least two months prior to your annual deadline reminding you of your reporting obligation. These postcards will be mailed to your registered address (not P.O. boxes) or to your company’s Commercial Registered Office Provider, if applicable.
If you are unsure where to start, consider the PA Annual Report checklist below, or reach out to our Corporate, Business & Banking team with questions.
1) Create a list of all the PA entities that you own or control, identify their subsidiaries, and gather all organizational documents
Act 122 requires every separate legal entity formed or registered to do business in the Commonwealth of Pennsylvania to submit its own report. So, the first step is to get organized. Identify all your PA entities and subsidiaries, and locate the relevant organizational documents (e.g., operating agreements; bylaws; shareholders’ agreements). This will give you a sense of how many reports need to be filed and the information which will need to be reported.
2) Determine if your business is required to report
Not all businesses must report. Businesses such as general partnerships, authorities (all subtypes), financial institutions and credit unions are exempt and not required to file an Act 122 report.
Reporting is required for all other entities formed or registered to do business in Pennsylvania. This includes foreign and domestic businesses such as:
- business corporations
- nonprofit corporations
- limited liability companies
- limited liability partnerships
- limited partnerships
- professional associations, and
- business trusts
Once you determine if your business is required to file an Act 122 report, you next must determine when your yearly deadline is to file:
- June 30th – foreign and domestic corporations (both business and nonprofit)
- September 30th – foreign and domestic limited liability companies
- December 31st – all other types of entities
And these are an annual requirement, starting in 2025, meaning you must file them each year.
3) If you determine you are a reporting entity, organize and identify the necessary information
Act 122 requires reporting companies to report the following information to the Pennsylvania Department of State, via the Corporation Bureau:
- 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 type of association)
- Under the Act, “governor” is defined as “a person by or under whose authority the powers of an association are exercised and under whose direction the activities and affairs or the association are managed pursuant to the organic law and organic rules of the association.”
- Names and titles of the principal officers, if any, as determined by its governors
- While “principal officers” is not defined, they include the president, secretary, treasurer, or people who shall act as such, regardless of the name or title by which they go by.
- Address of the principal office
- This would be the principal executive office of an association, whether or not the office is located in the Commonwealth.
- Entity number issued by the Pennsylvania Department of State
4) Maintain compliance through a single person; file the report
Depending on the type of entity you have, you may already have a compliance officer or someone who oversees compliance in the company. For most companies required to file a report, a specific administrator or officer should be assigned. This person should be responsible for collecting all the information noted in step three above and filing the report each year. This will streamline the process and keep the information organized. This person can also sign up for reminders and other notifications regarding the annual reporting requirements.
You can file your report directly, or ask a lawyer or other agent, to file on your behalf. The following steps are how to file the report on your own:
- Reports can be filed online at https://file.dos.pa.gov
- Search for the company name under “Business Search”
- Click “File Annual Report”
- Enter the necessary information
- Pay the $7 filing fee
Support for your PA Annual Report and beyond
For businesses just learning about Act 122 requirements, this checklist may seem overwhelming. Determining reporting obligations, knowing what information is necessary to collect, when to file, and filing the Act 122 report may require the assistance of professional advisors such as lawyers and accountants.
Do not wait until your filing deadline period to determine your responsibilities, as you risk significant penalties for non-compliance. Please check in with your attorney or a member of FLB’s Corporate, Business & Banking Team to help you navigate Act 122’s rules and filing requirements.
Act 122 and the report required by it are different from the Corporate Transparency Act (CTA) and Beneficial Ownership Information (BOI) report many of you may have heard about. Act 122 is enforced by the Commonwealth of Pennsylvania, not the federal government; therefore, any legal challenges to the CTA do not affect Act 122 or its enforcement.
This blog was co-authored by Jordan M. Ohl and Elyse C. Pillitteri.
