Coming in 2024 – Entity Filings both Federal and Pennsylvania (Part 2) 

Connie Wilson 

Attorney 

June 2023 

As noted in Part 1 of this EAlert sent in May, starting in 2024, there will be a new filing requirement for many entities at the federal and starting in 2025 there will be a separate filing at the state (Pennsylvania) level. Part 1 of this EAlert discussed the beneficial ownership information reporting to the Financial Crimes Enforcement Network (“FinCEN”), a bureau within the US Department of the Treasury starting in 2024.This EAlert Part 2 will provide the basic Who, What, When, How and Why regarding the newly enacted annual filing obligations in Pennsylvania, starting in 2025. 

Who 

Beginning in 2025, Pennsylvania domestic filing entities (business corporations and nonprofit corporations, limited liabilities companies, limited partnerships and business trusts), domestic limited liability partnerships, domestic electing partnerships (a partnership that elects to be governed by Chapter 87 of Title 15) and registered foreign associations, will be required to file an annual report with the Pennsylvania Department of State. 

What 

The following information must be provided in the annual report and must be current as of the date of the filing: 

Name and jurisdiction of formation 

Address of its registered office or name and address of its commercial registered office provider 

Name of at least one “governor” (a director of a corporation, partner of a general partnership, general partner of a limited partnership, general partner of an electing partnership, manager of a manager-managed limited liability company or member with the right to participate materially in the management of a member-managed limited liability company) 

Name and title of principal officers, if any 

Address of its principal office, including street and number, if any 

Entity number issued by the Department of State 

If any required information is missing from the annual report, the Department of State must reject the report, notify the filing entity and return the report for correction. 

If an annual report contains a different registered address or registered office provider than is on record with the Department of State, the filing will operate as a change of registered office filing. 

When 

The statute establishes the calendar due dates for annual reports by type of entity: 

July 1st for domestic and foreign business and nonprofit corporations 

October 1st for domestic or foreign limited liability companies 

December 31st for all other domestic and foreign associations required to file an annual report 

The Department of State is mandated to provide notice to each party required to file an annual report at least 2 months before the annual report is due, but the failure of the Department of State to provide the notice to a party does not relieve the party from the obligation to file the annual report. 

How 

The Department of State will develop forms for the required filings. The cost for the filing will be $7 for business corporations, limited liability companies, limited partnerships and limited liability partnerships. There is no filing fee for the annual report filed by nonprofit corporations and limited liability companies or limited partnerships with a not-for-profit purpose. 

Why 

Why the filing requirement was enacted

Pennsylvania was the one of the few, if not the only, state that did not have an annual or biennial report filing requirement that confirms the continued existence of the entity. Imposition of the annual report filing brings Pennsylvania in line with the standard practice of other states. 

Why entities will file

If an entity fails to file an annual report, the Department of state may start proceedings to (i) administratively dissolve a domestic filing entity; (ii) administratively cancel a domestic limited liability partnership or electing partnership; or (iii) administratively terminate the registration of a foreign association. An entity subject to such administrative penalty will lose the right to its name. An entity may file for reinstatement and may regain rights to its name as long as another entity has not obtained rights to that name while the entity was subject to administrative dissolution or cancellation. 

Because the annual report filing is a new requirement in Pennsylvania, there is a phase-in period for these administrative penalties, which will not take effect until January 2, 2027. 

Connie is a Senior Attorney of the Business and Corporate Law Team at SkarlatosZonarich LLC.  If you have any questions, please contact Connie at cwilson@skarlatoszonarich.com or any other member of the Team at https://www.skarlatoszonarich.com/business-and-corporate-law. 

This communication contains only general, overview information and does not take the place of specific legal advice applied to specific factual settings.  Nothing in this communication should be construed to create an attorney-client privilege. 

Link to Part 1 published in May 2023.