On November 3, 2022, former Pennsylvania Governor Wolf signed Pennsylvania Act 122 into law. Act 122 amended the Pennsylvania Business Corporation Law of 1988 (BCL), and, most notably, provides for new mandatory annual report filing for businesses registered in the Commonwealth.
Until the passage of Act 122, Pennsylvania was one of the few states that did not require entities organized or registered under its laws to file an annual or biennial report to confirm the continued existence of the entity. Effective in the calendar year 2025, however, Act 22 will require certain organizations to file an annual report with the Pennsylvania Department of State.
Who is affected by this change?
The entities that are required to file an annual report include: corporations (for-profit and not-for-profit), limited liability companies, limited partnerships, business trusts, domestic limited liability partnerships, domestic electing partnerships, and registered foreign associations.
What are the requirements?
The new annual report must contain an entity’s name and jurisdiction of formation; its registered office address or the name and address of its commercial registered office provider; the name of at least one of the entity’s directors, general partners, LLC managers, managing members; the names and titles of the entity’s principal officers, if any; the entity’s principal office address; and the entity number issued by the Department of State. An entity can change its registered office in its annual filing rather than use other procedures specified in the BCL. The filing fee for the new annual report will be $7.00.
What are the consequences of not filing?
As part of our business law firm, our corporate attorneys have the experience and skills to navigate the various changes under Act 122. Most importantly, they will work to determine how these changes will impact your business. Contact us, and we will help you comply with this new law.
