Understanding Pennsylvania’s New Annual Report Requirement for Businesses in 2025
Beginning in 2025, the Commonwealth of Pennsylvania is implementing a significant update to its business compliance requirements through the introduction of an Annual Report requirement. This regulation brings Pennsylvania in line with the majority of U.S. states that already require regular reporting from registered business entities. This change is crucial for both domestic and foreign associations operating in Pennsylvania and will require timely action to avoid penalties, administrative dissolution, or cancellation.
This article outlines who is affected, what information must be included in the Annual Report, how to file it, and the consequences of non-compliance.
Who Must File the Annual Report?
The Annual Report requirement applies to nearly all domestic and foreign filing associations operating in Pennsylvania. This includes the following entity types:
- Domestic business corporations
- Domestic nonprofit corporations
- Domestic limited liability partnerships (LLPs)
- Domestic electing partnerships that are not limited partnerships
- Domestic limited partnerships (LPs) including limited liability limited partnerships (LLLPs)
- Domestic limited liability companies (LLCs
- Domestic professional associations
- Domestic business trusts
- All registered foreign associations of the above types
Essentially, if your organization is registered with the Pennsylvania Department of State, it is likely subject to the Annual Report requirement starting in 2025.
What Must Be Included in the Annual Report?
Each Annual Report must contain basic but important information that helps the state keep an accurate record of business operations. Specifically, the following details must be included:
- Business name
- Jurisdiction of formation
- Registered office address
- Principal office address
- Name of at least one governor (this can be a director, member, partner, or other depending on the type of entity)
- Names and titles of principal officers (if any)
- Entity number assigned by the Pennsylvania Department of State
No financial information is required in the Annual Report.
What Are the Filing Deadlines?
Deadlines vary depending on the type of business entity:
| Association Type | Filing Deadline |
| Corporations (business and nonprofit) | January 1 – June 30 |
| Limited Liability Companies (LLCs) | January 1 – September 30 |
| Limited Partnerships, LLPs, Business Trusts, Professional Associations | January 1 – December 31 |
It’s important to note that these deadlines repeat annually, and failure to file on time will result in serious consequences.
Filing Fees
The fee structure for filing an Annual Report is modest:
- $7 for:
- Business Corporations
- Limited Liability Companies (LLCs)
- Limited Partnerships (LPs)
- Limited Liability General Partnerships (LLPs)
- $0 (fee waived) for:
- Nonprofit Corporations
- LPs or LLCs with a not-for-profit purpose
There is currently no expedited filing option, as reports filed online are automatically processed.
How to File the Annual Report
Starting January 6, 2025, Annual Reports must be filed online through the Pennsylvania Department of State’s Business Filing Services (BFS) portal at file.dos.pa.gov.
Filing Steps:
- Register for a BFS account if you are a new user.
- Log in to the portal and use the Business Search to find your entity.
- Click on the Annual Report icon (no PIN required).
- Fill out the form using pre-populated data from the system.
- Pay the fee using a credit card.
- Download the Acknowledgment Letter and Filed Report, or retrieve it later from your Work Queue in the portal.
Filing online is strongly recommended to avoid errors, ensure timely processing, and gain immediate access to your filed report.
Notifications and Reminders
To help with compliance, the Department of State will send a reminder notice to each entity’s registered office address at least two months prior to its filing deadline. This makes it critical for all entities to keep their contact details—especially their registered office address—up to date with the Department.
Entities can also opt to receive email reminders by updating notification preferences when filing online.
However, failure to receive a reminder does not excuse non-compliance. It is ultimately the responsibility of the business to ensure timely filing.
Why This Change Matters
The Annual Report replaces Pennsylvania’s outdated decennial report requirement. This shift aligns the state with national best practices for corporate transparency and accountability.
Governor Tom Wolf signed Act 122 of 2022 into law on November 3, 2022, initiating this change. It allows for a transition period: no penalties or dissolution will be imposed until 2027. However, starting with reports due in 2027, failure to file will trigger administrative dissolution, termination, or cancellation, depending on entity type, six months after the due date.
Consequences of Not Filing
Associations that fail to file an Annual Report risk:
- Administrative dissolution (domestic entities)
- Administrative termination or cancellation (foreign entities)
- Loss of legal protections
- Loss of entity name, which may be taken by another filer
Once dissolved, an entity’s name becomes available to others. If another business registers under that name, the original association will need to select a new name if it chooses to reinstate.
FAQs
Is this the same as the Corporate Transparency Act (CTA) Beneficial Ownership Report?
No. The Annual Report is a state-level requirement. The CTA is a federal-level requirement and is filed separately with FinCEN.
Will my Annual Report be public?
Yes. The information submitted in the Annual Report is part of the public record.
Is financial data required?
No. You are not required to submit any financial details.
Do new entities need to file in the year of formation?
If a business is formed in the same year the report is due, it does not need to file an Annual Report that same year. Reporting starts the year after formation or registration.
Who signs the report?
Any authorized representative—such as a governor, manager, officer, or general partner—may sign the Annual Report.
Key Terms
Governor:
A governor is defined as an individual or entity that materially participates in the management of a business. This includes directors of corporations, members of a member-managed LLC, or partners in a general or limited partnership.
Principal Officer:
A principal officer holds an official title within the entity such as President, CEO, Secretary, or Treasurer. Entities without formal officers may leave this section blank.
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Final Thoughts
The introduction of the Annual Report requirement in Pennsylvania marks a pivotal moment for business compliance in the state. It is no longer sufficient to register a business and forget about it for ten years. With this new requirement, all domestic and foreign associations must now play an active role in maintaining their registration through annual updates.
Early awareness, accurate information, and timely action are the best ways to stay compliant and protect your organization from unnecessary risk. Businesses should prepare now by ensuring all contact and governance information is up to date with the Pennsylvania Department of State and familiarizing themselves with the Business Filing Services portal ahead of the 2025 rollout.
Resources
- Filing an Annual Report Help Guide (PDF)
- Annual Report Video Guide
- Customer Portal Overview
- file.dos.pa.gov – Online Filing Portal
- Gemini Bookkeeping and Tax Services
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