In 2022, Governor Tom Wolf signed Act 122 of 2022 into law, which requires domestic and foreign business filing associations to file an annual report beginning in calendar year 2025. This annual reporting requirement applies to all:

• Domestic filing entities (which include Pennsylvania business and nonprofit corporations, limited liability companies, limited partnerships, and business trusts),
• Domestic limited liability partnerships,
• Domestic electing partnerships, and
• Registered foreign associations.

The annual report must include the following for each entity:

• Its business name and jurisdiction of formation,
• Its registered office address in Pennsylvania and principal office address (wherever located),
• The name of at least one governor (which includes a director, member, partner, etc.),
• The names and titles of the persons who are its principal officers, if any, and
• Its entity number or similar identifier issued by the Pennsylvania Department of State.

The annual report must be filed each year:

• Before July 1^st in the case of a domestic or foreign corporation for profit or nonprofit,
• Before October 1^st in the case of a domestic or foreign limited liability company, and
• On or before December 31^st in the case of any other form of domestic or foreign association.

Initially, the fee for the annual report is $7.00 for business corporations, limited liability companies, limited partnerships, and limited liability partnerships, and $0.00 for nonprofit corporations and any limited liability companies and limited partnerships with a not-for-profit purpose.

Failure to file the annual report will subject the entity to administrative dissolution/termination/cancellation and loss of the protection of its name.

For more information of the annual reporting requirements, please contact Theodore F. Claypoole at (610) 692-1371 or tclaypoole@utbf.com.

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