Pennsylvania Eliminates Decennial Filing for Entities and Imposes Annual Registration in 2025
By Bradley S, Dornish, Esquire | Feb 25, 2025
In November 2022, Governor Wolfe signed Act 122 of 2022 into law. This act made a series of changes to Pennsylvania’s Business Corporation Law, (BCL), the first update to this law in many years. Many of the changes attempted to bring to Pennsylvania’s Corporate Law some of the provisions business owners, officers and directors found beneficial in Delaware’s Corporate Law. The ability to limit personal liability of officers, postdating of resignations of directors’ and shareholders’ consents, relaxing rules on shareholders meetings during a pandemic and some and day-to-day operational requirements for Pennsyvania business were all addressed in Act 122. However, the one change most likely to affect all entities in Pennsylvania is the repeal of Pennsylvania’s decennial filing requirement, replacing it with an annual report similar to those required by many states. The Decennial Report cost $70.00 and was required once every ten (10) years, as the name suggests. The new requirement under Act 122 is an annual report, filed every year, at a cost of only $7.00. Form DSCB;15-146 can be filed online, at file.dos.pa.gov. Pennsylvania Domestic and Foreign corporations have from January 1 to June 30 to file their annual reports. LLCs doing business in Pennsylvania, both those formed in Pennsylvania and all LLCs filed in other states which do business in Pennsylvania (such as Delaware and Nevada LLCs owning property in Pennsylvania) have from January 1 to September 30 to file their reports. Limited Partnerships, Limited Liability Partnerships, Business Trusts, and Professional Associations formed in Pennsylvania and those types of foreign entities doing business here have from January 1 to December 31 to file their reports.
The current reporting fee for Business Corporations, LLCs, and Limited Partnerships is $7.00 per year. There is no annual reporting fee for nonprofit corporations or any LLC with a documented nonprofit purpose.
The information required for a Pennsylvania annual report is more limited than the infraction required the Federal Corporate Transparency Act, which remains in litigation at this time. Information on Pennsylvania’s annual report includes:
- The business name;
- The jurisdiction where it was formed (Pennsylvania or another state);
- The registered office address (which can be the address of commercial registered office provider. Our firm provides such services for many of our clients.)
- The Principal Office Address of the business, which is where its business is conducted or receives mail.
- Each entity must provide the name of at least one “governor” of the entity, defined in the law as an officer, director, member, partner, etc., depending on the type of entity and its governing structure. If there are officers, names of officers must be provided.
- Each business must provide the entity number which was issued by the Pennsylvania Department of State provided when either the business was formed in Pennsylvania or registered to do business in Pennsylvania.
The Pennsylvania Legislature recognized that the annual reporting requirement is a significant change for Pennsylvania’s businesses, so the Department of State is required to provide entities a transition period before imposing any penalties of dissolution, termination or cancellation of the entities for failure of filing a report. For 2025-2026, failure to file a report will not cause your entity to be terminated administratively or cancelled by the state. However, beginning in 2027 failure to file the report will result in administrative dissolution, termination, or cancellation six (6) months after the due date of the annual report is due as described above for different entities. After 2027, if you discover your entity failed to make the required annual report and has been administratively dissolved or terminated, you will still have the opportunity for reinstatement with no limitation on the period of time for reinstatement. However, the application for reinstatement will have to be accompanied by a reinstatement fee, a current annual reporting fee, and a fee for each delinquent report not previously filed. If a foreign entity registered to do business in Pennsylvania is administratively terminated for failure to file its annual report, that entity may not cure retroactively by reinstating but instead must reregister by submitting a new foreign registration statement.
One issue that will come up with administrative dissolution, termination or cancellation is that each entity’s unique name will be made available to any other filing entity. If another entity has taken the name of the older entity seeking reinstatement, the entity that has appropriated the name will be able to keep the name and the entity seeking reinstatement or reregistration must choose a new name. This is probably the single biggest risk of failing to maintain an annual registration.
For individuals who do not want to file themselves online, our firm will complete the registration for you for a flat fee of $100.00, which includes the $7.00 registration fee paid to the state. You will have to fill out the information on a form we provide. For entities we formed, we will have most of the information available, but we will still need the name of the “governor” and any current officers, and correct business address for your entity, even if we are the commercial office provider.
The author, Bradley S. Dornish is a licensed attorney, title insurance agent and real estate instructor in Pennsylvania. He can be reached at bdornish@dornish.net
