As of January 1, 2025, a new Pennsylvania law requires nearly every business and non-profit association registered to do business in Pennsylvania to file an Annual Report with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. This new annual filing replaces the previous decennial (every ten years) report requirement.
Why is it important to file? Filing this new Annual Report on time is crucial for maintaining your entity’s active status and good standing with the Commonwealth of Pennsylvania. Failure to comply can lead to various consequences, including:
Loss of Exclusive Name Right: Your entity’s name may become available for others to use.
Administrative Dissolution/Termination/Cancellation: Starting in 2027, failure to file the Annual Report may result in administrative dissolution, termination, or cancellation of your business registration (depending upon the type of association). This would terminate your entity’s legal right to operate in Pennsylvania.
Inability to Conduct Business: A dissolved or terminated status can hinder your ability to legally conduct business, enter into contracts, or maintain professional licenses.
Complex Reinstatement: While there’s a grace period for 2025 and 2026 reports regarding administrative dissolution, if dissolution occurs in 2027 or later, reinstatement will require additional fees ($35 online / $40 paper) and payment for each previously unfiled Annual Report ($15 per report). Foreign entities that are terminated may need to re-register as new.
Specific Requirements by Entity Type for the New Pennsylvania Annual Report (Commencing in 2025):
Please note: For entities formed or registered in Pennsylvania during 2025, your first Annual Report will be due in 2026, based on the deadlines below.
Corporations (For-Profit) (Domestic & Foreign):
Due Date: Annually by June 30th.
Filing Fee:$7.00
Information Required: Entity’s legal name, jurisdiction of formation, registered office address, the name of at least one “governor” (e.g., a director), and the names and titles of the organization’s principal officers.
Information Required: Entity’s legal name, jurisdiction of formation, registered office address, the name of at least one “governor” (e.g., an LLC manager or LLC member with material management responsibility), and the names and titles of the organization’s principal officers.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs), Business Trusts, and Professional Associations (Domestic & Foreign):
Due Date: Annually by December 31st.
Filing Fee:$7.00
Information Required: Entity’s legal name, jurisdiction of formation, registered office address, the name of at least one “governor” (e.g., a general partner), and the names and titles of the organization’s principal officers.
For Non-Profit Corporations in Pennsylvania, please also note the following:
Non-profit organizations in Pennsylvania have distinct annual compliance requirements:
New Annual Report with Department of State:
Due Date: Annually by June 30th.
Filing Fee:$0.00 (No fee).
Information Required: Similar to for-profit corporations, includes the non-profit’s name, jurisdiction of formation, registered office address, the name of at least one “governor” (e.g., a director), and the names and titles of the organization’s principal officers.
Grace Period: Non-profits also benefit from the grace period; no administrative dissolution/termination for failure to file reports due in 2025 or 2026.
Charitable Organization Registration and Annual Renewal (if applicable) – Bureau of Charitable Organizations:
If your non-profit solicits charitable contributions in Pennsylvania, it may also have annual registration and renewal requirements with the Pennsylvania Department of State, Bureau of Charitable Organizations.
Due Date: These filings often have different due dates, typically within 11 months of your fiscal year-end.
Filing Fee: Varies, generally based on your organization’s gross contributions, but often between $0 to $250+.
Required Attachments: This renewal often requires attaching a copy of your federal IRS Form 990 series return.
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
Important Notes for All Entities:
Online Filing: The Pennsylvania Department of State strongly encourages filing the Annual Report online through their Business Filing Services system at file.dos.pa.gov. Online filing processes immediately, and the filed report is available within minutes.
Notifications: The Department of State plans to mail reminder postcards approximately two months before the filing deadline to the registered office address on file. Please ensure your registered office address is accurate to receive these important reminders.
Beneficial Ownership Information (BOI) Report: Please remember that this Pennsylvania Annual Report is separate from the federal BOI report required by the Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act. If your entity is not exempt, you should have already filed or be preparing to file your BOI report.
What information is generally required for the New Annual Report? The Pennsylvania Annual Report requires verification or updating of the following:
Your entity’s legal name.
The jurisdiction where your entity was formed.
Your current Pennsylvania registered office address.
Your current principal office (headquarters) address.
The name of at least one “governor” (e.g., a director, LLC manager or member with material management responsibility, or general partner).
The names and titles of your principal officers.
Your entity number issued by the Pennsylvania Department of State.
How can we assist you? We understand that new filing requirements can sometimes be confusing. We are here to assist you with the preparation and filing of your Pennsylvania Annual Report and any applicable charitable organization renewals to ensure they are submitted accurately and on time. Our services for these filings include:
Determining your specific filing requirements and applicable fees.
Gathering the necessary information.
Completing and submitting the report online on your behalf.
Arranging payment of the applicable fees.
Confirming receipt with the Pennsylvania Department of State and, if applicable, the Bureau of Charitable Organizations.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Pennsylvania compliance obligations. We can help ensure your entity remains in good standing and avoids any potential penalties.
