Your Pennsylvania Entity’s Report May Be Due Sooner Than You Think in 2025 and Beyond

At a Glance

• On or before June 30, 2025, Pennsylvania domestic or foreign corporations, including both for-profit and nonprofit, will be required to file an annual report to the Pennsylvania Department of State.
• Unlike some other states, there is no financial information required as part of this annual report at this time.
• Entities — along with their officers and advisors — should become aware of and accustomed to these new reporting requirements and processes. They should carefully review what information they might need in order to timely file, as well as the new reporting deadlines, depending on their type of entity.

The annual reporting requirements for Pennsylvania entities and associations have changed with some upcoming deadlines. On or before June 30, 2025, Pennsylvania domestic or foreign corporations, including both for-profit and nonprofit, will be required to file an annual report to the Pennsylvania Department of State. Domestic or foreign limited liability companies must file their annual report on or before September 30, 2025, with all other associations needing to file on or before December 31, 2025. Entities and their advisors should be aware of these deadlines, along with the information that must be included in these annual reports and the consequences of noncompliance.

As a result of Pennsylvania Act 122, signed by then-Governor Thomas Wolf on November 3, 2022, and which became effective on January 2, 2023, the Pennsylvania Associations Code was modified to align more harmoniously with the Delaware General Corporate Law and Model Business Corporation Act. In doing so, Pennsylvania changed from 10-year reporting requirements to annual reporting requirements for its business entities and associations. These changes affect for-profit and nonprofit corporations, limited liability companies, limited liability (general) partnerships, partnerships, limited partnerships, limited liability limited partnerships, professional associations, business trusts, and registered foreign associations. While nonprofit corporations were already required to file an annual report, the new annual reporting requirements are now more standardized across entities.

For entities determining what to file as part of their annual report, they should review the name and jurisdictional information, the name of at least one “governor” (as defined under 15 Pa. C.S. § 102), the names and titles of their officers, the address of their principal office and the registered office address, the entity number or similar identifier (as issued by the Pennsylvania Department of State), and an email address if they choose to opt-in to receive emailed rather than physical notices.

Unlike some other states, there is no financial information required as part of this annual report at this time, but this annual report information will be available to the public and displayed for each entity on the Department of State’s public website. The annual report form can be found on the Pennsylvania Department of State website at Business Services | An Official Pennsylvania Government Website. Filing online, while not required, is strongly recommended by the Pennsylvania Department of State, and it provides an automatic review and approval process for entities.

For new entities formed or registered in the Commonwealth, the entity’s first annual report is not due until the year following its formation in Pennsylvania or its initial foreign registration, and the annual reporting procedures should be incorporated into the entity’s internal operating processes and procedures. In addition, other state reporting, such as the Certificate of Annual Registration, among other reports, may still be required under Pennsylvania law.

While the failure to comply with this annual reporting requirement will not be published by administrative dissolution, cancelation or termination until January 2, 2027, entities — along with their officers and advisors — should become aware of and accustomed to these new reporting requirements and processes. They should carefully review what information they might need in order to timely file, as well as the new reporting deadlines, depending on their type of entity.