January 16, 2025
On January 1, 2025, Pennsylvania introduced a new annual filing requirement for all business entities, including nonprofit organizations. The new annual filing is mandatory for entities registered with the Pennsylvania Department of State and replaces the now-defunct decennial filing.
What is the New Requirement?
All registered business entities, including nonprofit corporations, business corporations, limited liability companies, and limited partnerships, must submit an annual report to the Department of State. This will ensure that any organization’s information is accurate and up-to-date, helping the Department maintain transparency and accountability across all registered entities.
Deadlines for Filing
Each organization’s filing deadline depends on the type of entity it is. Corporations, including nonprofit corporations, must file by June 30th each year. LLCs have until September 30th, and other associations like LLPs and LPs have until December 31st. Entities formed or registered in 2025 are not required to file their first annual report until 2026.
Fees for Filing
There is no filing fee for nonprofits. For-profit entities must pay a modest fee of $7.
How to File
The Department of State strongly encourages filing online through its website at https://file.dos.pa.gov. Online filing is efficient, user-friendly, and provides immediate confirmation of submission. The process involves searching for the entity using the Business Search tool, selecting the option to file an annual report, confirming and updating the entity’s information, and submitting the report. The system prepopulates information, reducing errors and eliminating the delays associated with paper filings. While paper filings are accepted, they are processed more slowly and are not recommended.
Information Required
The annual report must include:
- The organization’s name, jurisdiction of formation, and registered office address
- The name of at least one “governor” (i.e., a director, general partner, LLC manager or LLC member with material management responsibility, etc. depending on the type of association)
- The names and titles of the organization’s principal officers
- Address of the principal office
- Entity number issued by the Pennsylvania Department of State
Notifications from the Department of State
The Department of State will mail reminder postcards approximately two months before the filing deadline to the registered office address on file. Entities should ensure that this address is accurate to avoid missing these reminders. If the registered office address is outdated, notifications may not be received. To ensure they receive this important communication, organizations should verify and update their registered office address immediately if necessary.
Penalties for Noncompliance
Beginning in 2027, failure to file the annual report may result in administrative dissolution, cancellation, or termination of registration. Entities that do not file may lose the exclusive rights to their name, allowing another organization to claim it. While dissolved domestic entities may reinstate their registration for a fee, foreign entities cannot. Instead, they must re-register under a new name if their original name has been claimed.
Next Steps
To prepare for this new requirement, organizations should confirm that their registered office address is up-to-date, mark the filing deadline on their calendars, and start gathering the information needed for filing. All information must be current as of the organization’s filing date.
This change represents a significant shift in how Pennsylvania monitors and maintains its business registry. While it means more frequent filing requirements, it also ensures more accurate and up-to-date business records across the state. Organizations should stay ahead of the curve by preparing now for this important change. More information about the filing requirement can be found here.
The original article can be found here.
Noel A. Fleming (JD ’03, LLM ’06) and Kayci D. Petenko (LLM ’16) are partners at Archer & Greiner in Philadelphia, focusing their work on helping nonprofit organizations with issues of corporate governance and tax compliance. Mr. Fleming and Ms. Petenko are currently teaching a course on nonprofit organizations at Temple Law School.
What is troubling in many ways is how Pennsylvania business organizations, college business departments, and any remaining business writers and advocates have simply fallen in lockstep with what I perceive as onerous and draconian measures on the part of the state to burden and stifle entrepreneurship without making one peep of protest. Small businesses already struggling to even start let alone succeed in their fight against well established national and global retail and industrial conglomerates now have additional requirements having nothing to do with making productivity nor making a living. While countries like India actively work to place their citizens in US jobs by manipulating the worker visa programs as an example, Pennsylvania actively works to thwart its own people from seeking ways to create not just businesses but associated jobs that could be the natural outcome of a more free enterprise system here. Instead, this is just another way for an overly large bureaucracy to feed itself by squeezing out even more money, but worse, more information they have no business having in order to yield more control. While our national government is struggling to pare down bloated and excessive layers of the deep bureaucracy, Pennsylvania stands proud in making adding more by making it more difficult to enter the world of business. This is not a state welcoming to new business, but instead one driving it out. I for one, a small business who got support from our federal government as a thanks to a war veteran by helping me start my Veterans Administration approved Service Disabled Veteran Owned Small Business, with zero help from Pennsylvania, where having struggled to invest, build, grow just starting to see the light of profit, and then suffering loss due to illness, see this as the last straw in the demise of my business. Thanks Pennsylvania. I know no one will read this, but at least it might be archived for future explorers poking through the rubble of our lost society.