PENNSYLVANIA’S NEW ANNUAL REPORT REQUIREMENT FOR INCORPORATED ASSOCIATIONS – NOW IN EFFECT
Act 122 was signed into law by Governor Wolf on November 3, 2022. Among various updates to Title 15 of Pennsylvania’s Consolidated Statutes (dealing with Corporations and Unincorporated Associations), Act 122 follows a national trend to add transparency to corporate action. Significantly, it replaces Pennsylvania’s decennial reporting requirement for non-profit corporations with an “Annual Report”, effective on January 3, 2025. As set forth on the Pennsylvania Department of State website, the new Annual Report filing is required for:
- Domestic business corporations
- Domestic nonprofit corporations (which includes incorporated HOA and condo associations)
- Domestic limited liability (general) partnerships
- Domestic electing partnerships that are not limited partnerships
- Domestic limited partnerships
- Domestic limited liability companies
- Domestic professional associations
- Domestic business trusts
- All registered foreign associations
In order to file the Annual Report, the following information must be gathered:
- Business name
- Jurisdiction of formation
- Registered office address
- Name of at least one governor (director, member, partner, etc. depending on type of association)
- Names and titles of the principal officers (President, Secretary, Treasurer)
- Address of the principal office
- Entity number issued by the Pennsylvania Department of State
As of January 6, 2025, reporting forms are available for electronic filing with the Department of State. Although the Department of State intends to (via postcard) “mail notice to the registered office address of each association required to make an annual report at least two months prior to the respective deadline, reminding it of the need to make an annual report”, filings can be submitted now. The Department’s filing fee is $7.00 with an initial deadline of June 30, 2025. If you wish to wait for the notice rather than to file it now, it is vital that the association verify and update its registered corporate mailing address. As it is the corporation’s obligation to update its filing records, non-receipt of notice from the Department of State does not alleviate the need to file an Annual Report, nor relieve the corporation from the penalties of non-compliance. Although the Department of State does not intend to impose penalties during a transition period which ends in December 2026, possible sanctions for non-compliance include administrative dissolution/termination/cancellation and loss of the protection of its name. We therefore recommend that filings be submitted soon, in any event before the end of June.
If you have questions or need assistance with the Annual Report, you are welcome to contact our office to discuss with one of our knowledgeable attorneys.
This article is not legal advice and is provided for informational purposes only. Actual legal advice can only be provided after consultation by an attorney licensed in your jurisdiction.