On November 3, 2022, Act 122, also known as “HB 2057,” reshaped reporting obligations for entities in Pennsylvania under Title 15 of the Pennsylvania Consolidated Statutes governing Corporations and Unincorporated Associations. The PA Act 122 & its changes to annual reporting requirements may affect your business. This amendment eliminates the decennial reporting requirement for certain entities and introduces an annual reporting mandate effective January 2024. Notably, administrative consequences for non-compliance won’t be enforced until 2027.
What information must be provided when filing the PA Annual Report?
When filing the Annual Report with the PA Department of State, entities are required to provide the following information:
- Entity’s name and jurisdiction of formation.
- Entity’s registered office address in PA.
- Name of at least one “governor” (i.e. member, manager, director, partner, etc.).
- Names and titles of the entity’s principal officers, if any, as determined by its governors.
- Address of its principal office, including street and number, if any, wherever located.
- The entity number or similar identifier issued by the PA Department of State.
Who Must File the new Annual Report?
The new Annual Report applies to various entities, including:
- Domestic for-profit and nonprofit corporations and entities.
- Domestic filing entities.
- Domestic limited liability partnerships.
- Domestic electing partnerships that are not limited partnerships.
- Registered foreign associations.
- Limited liability companies.
- Limited partnerships.
What are the Deadlines for entities that are required to file?
Different entities have different filing deadlines:
- Nonprofit and for-profit corporations: Before July 1.
- Limited liability companies: Before October 1.
- Any other entity or association: On or before December 31.
Will there be Consequences for Failure to File?
While administrative consequences for failing to file have been deferred until 2027, it’s essential to note the potential outcomes:
- Administrative dissolution for domestic filing entities.
- Administrative cancellation for domestic limited liability partnerships or electing partnerships.
- Administrative termination of registration for foreign associations, leading to the loss of the right to its name.
This three-year grace period aims to alert Pennsylvania businesses to these changes, safeguarding them from inadvertent losses of names or registrations. It is crucial for affected entities to understand and comply with the revised reporting requirements to avoid potential repercussions down the line.
Accumera is always here to support you with your compliance needs (click here for assistance filing your PA Annual Report)
