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September 18, 2025
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As of Jan. 1, 2025, the Pennsylvania Department of State implemented new reporting requirements for most Pennsylvania domestic and foreign filing associations, including domestic and registered foreign associations, which also cover domestic and foreign nonprofit entities.

A Time for Change

This process to incorporate additional reporting requirements began in 2022 with the signing of Act 122. This act amended Title 15 of the Pennsylvania Consolidated Statutes regarding corporations and unincorporated associations. While other provisions of Title 15 have gone through many changes in the last 20 years, the business corporation law section was, for the most part, left untouched. However, as businesses continued to evolve, the Pennsylvania legislature decided to revisit this section and update the provisions accordingly.

The amendment is a significant change for both nonprofit and business entities. Previously, entities were only required to file decennial reports. As of Jan. 1, 2025, the 10-year standard came to an end, and now filing entities are required to file annual reports. While the Pennsylvania Department of State will send out notices, entities that have not been kept up to date with the department’s database may not receive these notices.

This new change brings forward momentum for businesses hoping to register in the commonwealth. Over the last two decades, business name availability has become constricted, and there may be “hundreds of thousands of entities which are ‘active’ on the department’s records (having never formally dissolved or terminated), but which have not filed anything with the department in decades and are likely no longer operating.” This has led to major congestion for business name availability. Starting in 2028, the new amendment will lead to the administrative dissolution, termination, or cancellation of entities that fail to file, thereby releasing those business names for new registrations.

Time Period for Reporting

The deadline for filing depends on the type of association, and these deadlines are staggered throughout the year. Any organization can file beginning on Jan. 1 of the reporting year. Corporations, including business and nonprofit entities, both domestic and foreign, must file on or before June 30 of the reporting year. Limited liability companies, whether business or nonprofit and domestic or foreign, must file on or before Sept. 1. Limited partnerships, limited liability partnerships, and professional associations, also covering both business and nonprofit entities, and both domestic and foreign, must file on or before Dec. 31 of the reporting year.

The department is providing a transitionary period before imposing any dissolution, termination, or cancellation for failure to file annual reports. Beginning Jan. 4, 2027, however, the transitionary period will end, and businesses that fail to file their annual report according to the deadlines within that calendar year will then be subject to consequences starting in 2028. Although the June 30, 2025, deadline has passed for nonprofit corporations, it is still recommended that a report be submitted.

Cost of Reporting

While there is a small filing fee for business entities, nonprofit corporations, as well as limited partnerships or limited liability companies with a not-for-profit purpose, are exempt from the filing fee.

Consequences of Not Filing

Once the transitionary grace period ends, it will be of utmost importance to file an annual report with the department. If a nonprofit organization fails to file its annual report within six months of the required filing date, it will be subject to notice of administrative dissolution if it is a domestic filing organization, administrative cancellation if it is a domestic limited liability partnership; or administrative termination of its registration if it is a foreign association and the loss of the protection of its name. Upon acquiring such notice, the organization will have sixty days to file its annual report. If the organization does not file within the sixty-day period, the applicable dissolution or cancellation process will begin.

Should either the dissolution or cancellation process begin for a nonprofit domestic filing organization, limited liability partnership, or electing partnership, there is a procedure and fee for reinstating the entity. On the contrary, if a foreign association’s registration is terminated, there is no process for reinstatement, and the entity must submit a new foreign registration statement. Nonetheless, in either situation, the process of reinstatement or re-registration does not guarantee that the original business name will still be available

How to File

To file, a business can use the state’s helpful step-by-step guide, which includes screenshots to help visualize the process along the way. The easiest and most recommended option is to file online. At a surface level, the organization will need the following information to file its report:

• Business name

• Jurisdiction of formation

• Registered office address

• Principal office address

• Name of at least one governor, such as a director, member, partner, etc., depending on the type of association

• Names and titles of the principal officers, if any

• Entity number issued by the Pennsylvania Department of State

Looking Ahead

Preparing the filing or gathering the necessary information now will assist in remaining compliant with the new reporting requirements. Organizations should initiate the process to get an annual report filed and establish a routine. It is important to adopt policies and procedures to ensure that these reporting requirements are met on a consistent basis and provide education and routine training to the board and senior staff members as to why this compliance is required. By the time the transitionary period ends, organizations can be confident that they understand the process and procedure to protect their organization.