Knowledge & Opinions
04 Apr 2023

USA: PA Act 122 - Entities required to file annual reports starting in 2024

MSI's Pittsburgh accounting member Holsinger, P.C. shares information about the PA Act 122 that comes into effect on 2 January 2024.

Even though January 2, 2024, might seem far away right now, it is good to start preparing your organization as soon as possible for PA Act 122.  This new legislation, signed into law on November 3, 2022 and going into effect on January 2, 2024, requires entities to file an annual report confirming the continued existence of that entity. 
 
PA Act 122 amends Title 15 of Pennsylvania Consolidated Statues.  With this, we see requirements changed from filing once every 10 years to confirm entity existence (unless there was some other type of filing with the PA Corporation Bureau preceding the 10 years) to now filing annually.
 

PA Act 122 goes into effect 2024 because of its major change to many organizations, which includes for-profit, nonprofit, limited liability companies, limited partnerships and foreign associations registered in Pennsylvania. 

Organizations will not see the Department of State taking administrative actions until 2027, in hopes that the delay gives time for PA businesses to get educated on the requirements before the possibility of losing their names or registrations.

Below are some details for consideration:

The annual report, signed by the entity, must provide the following minimum information:

  • Name and jurisdiction of formation
  • Registered office address in Pennsylvania
  • Name of at least one “governor” (i.e., director, manager, member, partner, etc.)
  • Names and titles of the persons who are the entity’s principal officers, if any, as determined by its governors
  • Address of its principal office, including street and number, if any, wherever located
  • Its entity number or similar identifier issued by the PA Department of State

Report filing requirements become effective January 2, 2024 with staggered filing deadlines based on the type of entity.

  • Before July 1st for nonprofit and for-profit corporations (very first filing deadline is as of July 1, 2024 for corporations)
  • Before October 1st for limited liability companies
  • On or before December 31st for any other entity or association

The Department of State will not start taking administrative steps until 2027 for an entity’s failure to file an annual report.

Failing to file an annual report will be subject to:

  • Administrative dissolution if it is a domestic filing entity
  • Administrative cancellation if it is a domestic limited liability partnership or electing partnership
  • Administrative termination of its registration if it is a foreign association, with the penalty that it will lose the right to its name

According to the Pennsylvania Department of State website, they will be mailing out notices to organizations required to file annual reports. 

If your organization receives this or expects to receive it, Holsinger, P.C. is here to help you through consultation and assistance preparing your annual report. 

Preparations taken now will have your organization in a better position to be in compliance to not risk losing registration with the State and impacting the use of your organization’s name. 

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