Annual Reports in Pennsylvania

The following information is required on the annual report:

• 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)
• Names and titles of the principal officers, if any
• Address of the principal office
• Entity number issued by the Pennsylvania Department of State

No.

Information in an annual report must be current as of the date the report is delivered to the Department for filing. In other words, information should be current as of the year and date the annual report is filed – information should not be for the prior calendar year.

Yes, the information contained in the annual report will be displayed for each association on the Department’s public website at file.dos.pa.gov/search/business, as well as whether the association is compliant with annual reporting requirements. 

The fee is $7 for business corporations, limited liability companies (LLCs), limited partnerships (LPs) and limited liability general partnerships (LLPs). There is no fee for nonprofit corporations and any LPs or LLCs with a not-for-profit purpose. 

No.

The deadline for filing the annual report is based on the type of association.

For all corporations (business and nonprofit, domestic and foreign), the deadline is June 30 of each year. The deadline for limited liability companies (domestic and foreign) is September 30, and the annual report of any other domestic filing entity or foreign filing association is due on or before December 31 of each year.

• Corporations (business and nonprofit) domestic and foreign - Jan. 1 - Jun. 30
• Limited liability companies domestic and foreign - Jan. 1 - Sept. 30
• All other associations (limited partnerships, limited liability partnerships, business trusts, professional associations) domestic and foreign - Jan. 1 - Dec. 3

No. A company’s first annual report is due the year following its formation in Pennsylvania or its initial foreign registration. 

The Department of State will mail a postcard notice to the registered office address of each association required to make an annual report at least two months prior to the respective deadline, reminding it of the need to make an annual report. Registered office addresses may be street addresses (no P.O. boxes) or the name of a Commercial Registered Office Provider (CROP). Postcard notices will be sent to registered office addresses that are street addresses. CROPs will not be mailed postcards, but instead will receive Excel files with lists of the associations represented by that CROP. It is then up to the Commercial Registered Office Provider to provide notice of the annual report to the represented company.

It is critical that associations keep address information on file with the Department up-to-date, to ensure that they receive notice of how and when to make annual reports. However, failure by the Department to deliver notice to any party, or failure by any party to receive notice, of an annual report filing requirement does not relieve the association of the obligation to make the annual report filing.

Yes. Associations also have the ability to provide one or more emails for additional notifications about annual reports. The Department will send a courtesy email notification to any email address on file for a particular association. 

1. Log in to https://file.dos.pa.gov
2. Search for the company name under Business Search
3. Click on “File Annual Report” icon (no PIN access required)
4. Confirm/update your entity information
5. Pay the $7 fee (no fee for nonprofits)
6. Receive your filed report within minutes under the My Business Work Queue

It is strongly encouraged that annual reports be submitted online at file.dos.pa.gov. Annual reports submitted electronically through Business Filing Services will be automatically and immediately processed, with the filed report available within minutes in the filer’s online My Business Work Queue. Entity information already on file will be prepopulated into the Annual Report form, which avoids filer error.

Annual report filings submitted on paper will be date-stamped with the date of receipt and go into the regular work queue, to be processed with that day’s work, with the filed document returned by mail.

Annual reports must be “signed by the entity or association” (15 Pa.C.S. § 146(a)). The Department of State does not examine a document to determine whether the document has been signed by an authorized person or by sufficient authorized persons or otherwise is duly signed. 15 Pa.C.S. § 135(a)(7).

If an association has terminated its legal existence [via Articles of Dissolution (corporations); Certificate of Termination (LLCs and LPs)] or is a foreign association that has terminated its registration to do business in the Commonwealth, it is not required to file an annual report. Stated another way, if the association status is listed at file.dos.pa.gov/search/business as “Inactive” or any variation thereof (Inactive – Dissolved, Inactive – Terminated, Inactive – Merged Out, Inactive – Withdrawn, Inactive – Cancelled, etc.), no annual report is required. If the association status is “Active” or any variation thereof on the Department’s website, annual reports are required.

The records of the Department of Revenue and Department of State are not linked. If an association has completed an out of existence affidavit (REV-238) with the Department of Revenue, it is not automatically made Inactive on Department of State records. It must also terminate its legal existence [via Articles of Dissolution (corporations); Certificate of Termination (LLCs and LPs)] or be a foreign association that has terminated its registration to do business in the Commonwealth. If the association status is listed at https://file.dos.pa.gov/search/business as “Inactive” or any variation thereof (Inactive – Dissolved, Inactive – Terminated, Inactive – Merged Out, Inactive – Withdrawn, Inactive – Cancelled, etc.), no annual report is required. If the association status is “Active” or any variation thereof on the Department’s website, annual reports are required.

No. The decennial report requirement for associations has been repealed. Additionally, the effect of the failure to make annual reports is very different than the effect of the failure to make decennial reports. Decennial reports are still required for Insignia and Marks used with Articles or Supplies. Trademarks do not have a decennial reporting requirement, as they are renewed every five years. 

No. Filing an annual report online produces an instantaneous certification, and it is therefore the most expeditious way to file.  

No. The Annual Report [DSCB:15-146] does not replace the Certificate of Annual Registration [DSCB:15-8221/8998]. Certificates of Annual Registration are still required of all domestic or foreign limited liability partnerships (LLPs), limited liability limited partnerships (LLLPs) and all domestic or foreign restricted professional companies (RPCs/PLLCs) in existence on December 31 of any year. The Certificate of Annual Registration (CAR) form and the corresponding annual registration fee are not replaced by the Annual Report and must be filed on or before April 15 of each year. 

Failure to file the annual report will subject the association to (i) administrative dissolution if it is a domestic filing entity, (ii) administrative cancellation if it is a domestic limited liability partnership; or (iii) administrative termination of its registration if it is a foreign association and loss of the protection of its name beginning with annual reports not filed in 2027. After a Statement of Administrative Dissolution, Cancellation of Registration or Termination of Foreign Registration is filed, the association will not be able to obtain a subsistence certificate and its name becomes available for use by other associations.

The association loses the exclusive right to its name following the filing of a Statement of Administrative Dissolution/Cancellation of Registration or Termination of Foreign Registration by the Department. And:

• Effect of administrative dissolution for domestic filing associations
  • Entity may only engage in activities necessary to wind up and liquidate OR apply for reinstatement (see below);
  • Continues to be managed by its “governors”; and
  • Is not currently subsisting
• Effect of cancellation of registration for domestic limited liability partnership
  • Entity continues as a domestic general partnership but loses its limited liability status
  • Entity subtype is changed from limited liability partnership to general partnership

• Effect of termination of foreign registration
  • Foreign association ceases to be registered to do business in this Commonwealth on the effective date of termination

Yes.

Title 15 contains no definition of “participate materially.” See 15 Pa.C.S. § 8847(c), which vests equal rights to management in the members of a member-managed LLC and 15 Pa.C.S. § 8815(a)(2), which permits the operating agreement to specify the rights and duties of a person in the capacity of a member or manager. Per the Committee Comments to 15 Pa.C.S. § 8847(c), “this subsection states default rules that, under 8815, are subject to the operating agreement. … The actual authority of the manager or managers of a limited liability company is a question of agency law and depends fundamentally on the contents of the operating agreement and any separate management contract between the company and its manager or managers.” Please review the operating agreement of the limited liability company for the roles and responsibilities of the member(s) in the member-managed limited liability company. 

Reinstatement for domestic filing entities and limited liability/electing partnerships is effective as of the date of the administrative dissolution or cancellation, except as to:

Use of the entity’s name, if someone else registered the name in the interim; or

The rights of anyone who relied on the administrative dissolution or cancellation

The fees for reinstatement are

Application for Reinstatement filed online -  $35

Application for Reinstatement filed on paper  - $40

Additional fee for each missing annual report - $15

Once a domestic PLLC or LLLP is administratively dissolved or the LLP/LLGP has its Statement of Registration cancelled, it will cease to incur Certificate of Annual Registration (CAR) liabilities and the Department will no longer place liens for unpaid and late CARs. Already existing liens will remain. The domestic PLLC, LLLP or LLP/LLGP that successfully reinstates will owe the CARs reports, fees and penalties for the time back to when the company was administratively dissolved or cancelled.

A foreign PLLC, LLLP or LLP/LLGP will not be able to reinstate. Instead, these foreign companies must reregister and that reregistration does not relate back to the date of Administrative Termination of Foreign Registration. Therefore, reregistered foreign PLLCs, LLLPs or LLPs will not incur CAR reports, fees and penalties during the time period while the company was Administratively Terminated. Already existing liens will remain. Unlike domestic PLLCs, LLLPs and LLPs/LLGPs, the activities of the foreign association between the date of its administrative termination and the date it files a new Foreign Registration Statement are not valid as if the administrative termination had never occurred. Furthermore, the liability shield for foreign LLLPs and LLPs/LLGPs is not retroactively reinstated.