The Pennsylvania Associations Code now requires annual reports to be filed as a result of Pennsylvania Act 122 (the Act), which will affect Pennsylvania entities or associations, as well as foreign entities or associations authorized to do business in the Commonwealth. Associations should begin reviewing the requirements and make applicable filings to remain in compliance with Pennsylvania law. The first deadline for associations subject to the filing is on or before June 30, 2025.
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On November 3, 2022, Governor Wolf signed major changes to the Associations Code into law, which took effect on January 2, 2023. The Act sought to harmonize Pennsylvania law with the evolution of the Delaware General Corporate Law and Model Business Corporation Act and codify key Pennsylvania Supreme Court precedent. The Act moved Pennsylvania to an annual reporting system similar to most other states. Prior to 2025, Pennsylvania required only decennial reports. This Advisory summarizes some of the key information about the new annual report requirement.
- Who must file: Domestic business and nonprofit corporations, domestic limited liability partnerships, domestic electing partnerships, domestic limited partnerships (including limited liability limited partnerships), domestic limited liability companies, domestic professional associations, domestic business trusts, and all registered foreign associations will be required to deliver a report to the Pennsylvania Department of State each year.
- What information must be included: For each entity, the report includes: (1) the name and jurisdiction of formation; (2) the registered office address in Pennsylvania; (3) the name of at least one governor; (4) the names and titles of the persons who are the principal officers, if any, as determined by its governors; (5) the address of its principal office; (6) the entity number or similar identifier issued by the Pennsylvania Department of State and (7) an email address if the association chooses to opt-in to receive email notices rather than mailed copies.
- Nonprofit associations: Although nonprofit corporations were already subject to an annual reporting requirement, the annual reporting requirements for nonprofit corporations were harmonized with the requirements for other associations. Unlike other associations, nonprofit corporations and LPs or LLCs with a not-for-profit purpose do not have to pay a filing fee.
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When is the deadline:
- Domestic or foreign corporations (for-profit and not-for-profit) will be required to file an annual report on or before June 30, 2025;
- Domestic or foreign limited liability companies will be required to file an annual report before on or before September 30, 2025; and
- All other associations will be required to file an annual report on or before December 31, 2025.
- What is the consequence of noncompliance: Although an association that fails to comply with this requirement could be punished by administrative dissolution, cancelation or termination, such punishments are not available until January 2, 2027.
- How to file: The Pennsylvania Secretary of State has published the new annual report form on its website, which is available here. All for-profit associations will be assessed a $7.00 fee. Filing online is not required, but it is “strongly recommended” by the Pennsylvania Department of State given the automatic review and approval of online submissions.
- Relationship to the Corporate Transparency Act: It is important to note that the Pennsylvania annual report requirement is separate from the federal Corporate Transparency Act (CTA) Beneficial Ownership Information (BOI) report. While both provide business information, they differ in scope and filing requirements. Associations that have filed the BOI report will still be required to file Pennsylvania annual reports in accordance with Pennsylvania state law.
The new annual reporting requirement represents a significant change for Pennsylvania businesses. To ensure compliance and avoid potential penalties, it is crucial for business owners and in-house counsel to familiarize themselves with the new rules. Discussing these changes with Pennsylvania counsel is recommended to ensure that all necessary steps are taken to meet the annual reporting obligations. For additional information, click here.
