Many limited partnerships in the Commonwealth may have incorrectly received a notice from the Pennsylvania Department of State (DOS) regarding the need to file a Certificate of Annual Registration (CAR). The mailed post card notified the taxpayer that:
The records of the Department of State’s Bureau of Corporations and Charitable Organizations (Bureau) indicate that your company is a domestic or foreign Limited Liability General Partnership (LLGP), Limited Liability Limited Partnership (LLLP) or Restricted Professional Limited Liability Company (RPC/PLLC) that was in existence on December 31, 2022. Pursuant to 15 Pa. C.S. § 8221 and § 8998, the company is required to file a Certificate of Annual Registration [DSCB: 15-8221 /8998] on or before April 15, 2023. This form may be filed online at file.dos.pa.gov. If the association fails to file the required Certificate of Annual Registration and applicable fees on or before April 15, 2023, additional monetary penalties and liens will follow.
The cards were intended to notify only domestic and foreign Limited Liability Limited Partnerships (LLLPs) but were inadvertently sent to both domestic and foreign limited partnerships (LPs). The following DOS website provides additional information concerning the requirement to file:
Near the top of the page is a link labeled, Notice to all Limited Partnerships – Read before proceeding with a Certificate of Annual Registration. Clicking on the link takes the user to a notice dated March 9, 2023, explaining that the recent postcard mailing from the Pa. DOS was meant for Limited Liability Limited Partnerships and certain other entities but was also “inadvertently sent to domestic and foreign limited partnerships.” It goes on to state that:
Only limited partnerships that have registered for limited liability status pursuant to 15 Pa.C.S. §8201 are required to file CARs. Limited partnerships that do not have limited liability status are not required to file a CAR and should ignore the postcard.
By following the link, Search | An Official Pennsylvania Government Website (pa.gov), you can confirm the type of entity under which your company is organized. The site has a drop-down screen indicating “filing subtype” that’s accessed by clicking on “taxpayer name” under the filing information. If the subtype is shown as a limited partnership, the CAR doesn’t need to be filed, as only companies that are domestic and foreign LLLPs will see the option to file.
This might be one of the few times you can ignore a tax notice. Hopefully, the guidance from the DOS will resolve any confusion. If you have any questions, please don’t hesitate to reach out to your Schneider Downs tax consultant.
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