On November 3, 2022, Pennsylvania Governor Tom Wolf signed Act 122 of 2022 into law.
Among the changes made by Act 122 was an annual reporting requirement with the Pennsylvania Department of State (PADOS) for most domestic and foreign filing associations (including nonprofit organizations). The new Annual Report filing requirement began January 1, 2025. Additionally, Act 122 repealed the long-time decennial report requirement.
Associations required to file an Annual Report include:
- Domestic business corporations
- Domestic nonprofit corporations
- Domestic limited liability (general) partnerships
- Domestic electing partnerships that are not limited partnerships
- Domestic limited partnerships (including limited liability limited partnerships)
- Domestic limited liability companies
- Domestic professional associations
- Domestic business trusts
- All registered foreign associations
General partnerships that are not limited liability partnerships are among filing types not required to file.
While financial information is not required to be reported, the following information is required to be included on the Annual Report. This information will be publicly available through the PADOS public website:
- 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.
The deadline for filing the annual report is based on the type of association:
- Corporations (business and nonprofit) domestic and foreign – January 1 – June 30
- Limited liability companies domestic and foreign – January 1 – September 30
- All other associations (limited partnerships, limited liability partnerships, business trusts, professional associations) domestic and foreign – January 1 – December 31
There is a nominal fee of $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.
The information reported must be current as of the date the report is delivered to PADOS; information should not be for the prior calendar year.
Failure to file the Annual Report will subject the association to administrative dissolution, termination or cancellation and loss of the protection of its name, leaving the name available for use by other entities. However, since the new reporting requirement is a significant change for Pennsylvania, Act 122 requires that the PADOS provide associations with a transition period before imposing any dissolution, termination or cancellation for failure to file Annual Reports. The transition period will last until Annual Reports are due in 2027.
Although not specifically stated, it is possible that a nonprofit corporation that is administratively dissolved could have its tax-exempt status under Internal Revenue Code Section 501(c)(3) revoked as well.
PADOS will mail a 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. It is important that affected associations keep all information on file with the PADOS up-to-date, particularly their registered office address, to ensure that they receive notice of how and when to make Annual Reports. However, failure by the PADOS 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 filing.
The Annual Report will be able to be filed electronically online or by paper.
Additional information, resources (Infographic and Annual Report Help Guide) and FAQs are available at the PADOS website.
Note that this annual compliance obligation is not tax related and does not relieve organizations from tax filing obligations. Additional questions should be directed to your legal counsel.
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