What Does This Mean for Registered Business Owners in The Commonwealth?
Business owners in Pennsylvania need to know about a big change in state law. All companies must file annual reports effective January 1, 2025. These reports help the state track business names in use. If you don’t file, your business name could be taken by another company.
What Changed With the Decennial Report?
The old requirement to file a report every ten years has been replaced with a requirement to file annually. New deadlines are as follows:
- Corporations: June 30
- Limited Liability Companies (LLCs): September 30
- Other Filing Entities: December 31
Who Must File a New Annual Report?
All businesses, including domestic and foreign corporations, non-profits, LLCs, partnerships, professional associations, and business trusts must file an annual report. However, fictitious names and trademarks are exempt and do not need to file.
What Must the Annual Report Include?
- Business name.
- Jurisdiction of formation.
- Registered office address.
- Name of at least one owner.
- Names and titles of principal officers, if any.
- Address of the principal office.
- Entity number issued by the Pennsylvania Department of State.
What Are the Consequences of Failing to File?
If you do not file your annual report, your business can face administrative dissolution, termination, or cancellation six months after the deadline.
During this time, your business name becomes available to other companies. If another entity takes your name, you will need to choose a new one. According to Act 122, the Department of State will provide a transition period, issuing a notice of failure on January 4, 2027, if you miss the deadline.
Can a Company File Late?
- Domestic Entities: You can apply for reinstatement at any time if your name has not been taken. Simply submit an application and pay the late fees for each missed report.
- Foreign Entities: If your registration is terminated, you must submit a new Foreign Registration Statement and cannot retroactively fix the issue.
Annual reports can be submitted online or by mailing a paper form to:
401 North Street, Room 206
Harrisburg, Pennsylvania 17120
How Does a Company Know if it Needs to File?
The Pennsylvania Department of State will send a notice to the registered office address at least two months before the deadline. Make sure all your information with the Department of State is current, especially your registered office address, to receive these notices. Even if you do not receive a notice, you are still required to file.
