Pennsylvania corporate entities must now file annually with the Department of State

Beginning in 2025, Pennsylvania is requiring all corporate entities to file Annual Reports with the Pennsylvania Department of State. This includes corporations, non-profits, LLCs and more. Corporate entities must file the report by specified deadlines and pay the filing fee to avoid losing important rights. This applies to “domestic” entities that were formed in Pennsylvania and “foreign” entities that were formed elsewhere but domesticated in Pennsylvania.

Many business owners have expressed frustration at another requirement to stay compliant with the law—and with another cost the government is placing on their business. Nevertheless, it’s vital for your business to stay compliant and ensure it does not suffer any of the adverse consequences of a failure to file.

Which entities are required to file Annual Reports?

The following entities are now required to file an annual report:

• Domestic business corporations
• Domestic nonprofit corporations
• Domestic limited liability (general) partnerships
• Domestic electing partnerships that are not limited partnerships
• Domestic limited partnerships (including limited liability limited partnerships)
• Domestic limited liability companies
• Domestic professional associations
• Domestic business trusts
• All registered foreign associations

Is there a fee to file an Annual Report?

Business corporations, limited liability companies (LLCs), limited partnerships (LPs), and limited liability general partnerships (LLPs) are required to pay a $7.00 fee to the Pennsylvania Department of State when filing their Annual Report. Nonprofit corporations and any LPs or LLCs with a not-for-profit purpose are not required to pay a fee.

What is the deadline for filing the Annual Report for 2025?

The deadline to file the 2025 Annual Report varies based on the type of association:

• Corporations (business and nonprofit) domestic and foreign
  • Deadline: June 30, 2025
• Limited liability companies (LLCs) domestic and foreign
  • Deadline: September 30, 2025
• All other associations (limited partnerships (LPs), limited liability partnerships (LLPs), business trusts, professional associations) domestic and foreign
  • Deadline: December 31, 2025

Where can I file my Annual Report?

 You can file your 2025 Annual Report(s) for each of your required entities online at file.dos.pa.gov.

What are the consequences if I don’t file my Annual Report?

Failure to file the Annual Report will subject the association to administrative dissolution, termination, cancellation, and loss of the protection of its name. In other words, someone else could file and take your name, or the state can “cancel” your entity entirely, leaving you without corporate protection. A brief and generally undefined “grace period” begins in 2025 and runs for two years. Beginning with Annual Reports due in 2027, associations that fail to file annual reports in the 2027 calendar year will be subject to the above-mentioned penalties.

What is the difference between the Annual Report and the Beneficial Ownership Information Report (BOIR)?

The BOIR is a one-time filing requirement with the Financial Crimes Enforcement Network (though changes to ownership must be reported within 30 days). The Annual Report is a recurring annual reporting requirement that must be filed with the Department of State. The United States Treasury Department oversees the BOIR, which has nothing to do with this Pennsylvania state requirement.

Conclusion: Call Cornerstone Law Firm

If you would like to retain Cornerstone Law Firm for your Annual Report filing(s), please email info@cornerstonelaw.us, and provide us with the name, phone number, and email address of the person responsible for providing your corporation’s required information. We charge a flat fee of $300 to take care of the annual filing, and we charge a discounted $150 fee for churches. If we can help you, call us today.