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