Client Alert: Pennsylvania Act 122

On November 3, 2022, Governor Wolf signed into law Act 122 of 2022 (“Act 122”), which, among other things, amended the Pennsylvania Corporations and Unincorporated Associations Act (15 Pa. C.S.).  Among the many changes made by Act 122 was to eliminate the longstanding decennial reporting requirement and replace it with an annual reporting requirement, beginning in calendar year 2025.  This is a significant change for Pennsylvania and applies to almost every entity, domestic, foreign, for-profit, and non-profit, registered with the Pennsylvania Department of State.  

Beginning in the calendar year 2025, registered entities will be required to submit an annual report to the Department of State containing, the (i) business name and Pennsylvania entity number, (ii) jurisdiction of formation, (iii) registered address and office address, (iv) name of at least one governor (e.g., director, member, partner, etc.) and names and titles of the principal officers. 

Reporting deadlines are based on the type of entity (June 30 for each corporation, September 30 for each LLC, and December 31 for any other entity type) and there will be a small filing fee ($7.00) for for-profit entities, but no fee for nonprofits.

The Department of State will mail (or email if the entity provides a valid email address) a reminder notice to the registered office address of each entity required to make an annual report at least two months prior to the applicable deadline.  Critically, the Department of State’s failure to deliver notice, or any party’s failure to receive notice does not relieve that party of its obligation to file an annual report.  However, in recognition of the significance of the change, there will be no penalties imposed for failure to file until 2027, but beginning in 2027, failure to file could result in severe penalties to the entity, up to and including dissolution or termination of the entity by the Department of State, as well as the loss of the protection of its name.

The attorneys in Obermayer’s Business and Finance Department can address any questions you may have about this new annual reporting requirement, as well as assist you in completing your report.

This alert is intended to notify its readers of new developments in the law. It should not be construed as legal advice or legal opinion on any specific facts or circumstances. The contents are intended for general informational purposes only, and you are urged to consult your own attorney concerning your situation and specific legal questions you have.