Starting January 1, 2025, Pennsylvania replaced its once-every-decade reporting system with mandatory annual reports for most business entities. This guide walks you through the new requirements established under Act 122 of 2022, affecting LLCs, corporations, partnerships, and other entities operating in Pennsylvania.

Most domestic and foreign filing associations registered with Pennsylvania must file annual reports starting in 2025. According to the PA Department of State, entities not required to file annual reports include: fictitious names, general partnerships that are not LLPs, authorities, name reservations, name registrations, trademarks, insignias, land banks, financial institutions, and credit unions.

Your first report is due in 2025 if you formed your entity before January 1, 2025. Entities formed during or after 2025 must file their first report in the year following formation, per 15 Pa.C.S. § 146(c).

Filing deadlines

Pennsylvania assigns specific deadlines based on entity type, not domestic versus foreign status. Filing windows open January 1 each calendar year.

• Business and nonprofit corporations: June 30

• LLCs: September 30

• LPs, LLPs, professional associations, business trusts: December 31

Filing fees

The Pennsylvania Department of State charges a $7 filing fee for most for-profit entities. The fee is waived for nonprofit corporations as well as for LPs or LLCs with a not-for-profit purpose, according to the official DOS fee schedule. Note that benefit corporations owe a separate $70 Benefit Corporation Annual Report in addition to the standard $7 annual report filing.

Penalties for non-compliance

Understanding the consequences for missed filings is essential, especially as Pennsylvania transitions into full enforcement of the new annual report requirement.

Transition period (2025 and 2026)

For Discern's annual report resources due in 2025 and 2026, the Department of State will not impose administrative dissolution for failure to file. This transition period, established under 15 Pa.C.S. § 381(b), allows entities to adjust to the new annual reporting requirement.

Enforcement beginning in 2027

Beginning with annual reports due in 2027, if an association fails to file its annual report, it will be subject to administrative dissolution, termination, or cancellation. Under 15 Pa.C.S. § 381(a), the Department is authorized to commence proceedings against an entity that has not delivered an annual report within six months after the report is due.

The Department then sends a notice of failure to file to the entity's registered office and principal office address, as specified in 15 Pa.C.S. § 382(a). If the entity does not deliver the required annual report within 60 days after that notice is delivered, the Department files a statement of administrative dissolution under 15 Pa.C.S. § 382(b).

There is no separate monthly late fee. However, if the entity is dissolved and later seeks reinstatement, it must pay the reinstatement application fee plus an additional fee for each annual report that was not previously paid.

During administrative dissolution, the entity's name becomes available for use by other associations. If another association takes the name, the original entity seeking reinstatement must choose a new name.

Foreign entity consequences

Foreign associations face a materially different outcome than domestic entities. Under current law and DOS guidance, foreign associations that are administratively terminated are not eligible for the domestic reinstatement pathway. Instead, they must re-register by submitting a new Foreign Registration Statement, with no retroactive cure for the gap period. This distinction is especially important for multi-entity firms with foreign-registered entities in Pennsylvania.

Pennsylvania annual report filing process

Filing your Pennsylvania annual report is straightforward when you are prepared. Follow these steps for efficient submission:

1. Visit the Pennsylvania Department of State's online filing portal and click "Login"

2. Enter your Keystone Login credentials at the Pennsylvania Business Hub or register for a new account

3. Click the Department of State's Business Filing Services logo to open the filing system

4. Use the Search tab to locate your entity by name or entity number

5. Select your business from the results and click "File Annual Report"

6. Review pre-populated information and optionally add an email address for future notifications

7. Confirm or update your registered office address

8. Confirm or update your principal office address and governor information (at least one governor name is required)

9. Review applicable processing fee ($7 for most for-profit entities, $0 for nonprofits)

10. Electronically sign the declaration, include your signatory title, and submit payment information

Online submissions are automatically processed upon payment approval, with no manual review required. Nonprofits skip the payment input step and proceed directly to the confirmation screen. Check out the state's step-by-step filing guide for detailed visual instructions.

Required information for your annual report

Once logged in to the state's portal, you will need a few specifics on hand to make sure the process goes smoothly. No financial information is required on the annual report.

• Entity number: the unique identifier assigned by Pennsylvania when you formed or registered (pre-populated on the form)

• Registered office address: your official Pennsylvania address for legal notices (must be a physical address; must be confirmed or updated during filing)

• Principal office address: where your business primarily operates

• Governor information: name and address of at least one person with management authority (includes directors, members, partners, or equivalent, depending on entity type)

• Principal officers: names and titles of key executives like CEO, President, or Treasurer (required for certain entity types)

• Jurisdiction of formation: the field through which foreign entities identify their home state or country (pre-populated for foreign filers)

• Payment method: credit card for the $7 filing fee (most for-profit entities)

Pennsylvania foreign entity registrations use the same DSCB:15-146 form as domestic filers. The "Jurisdiction of formation" field on the standard form is the mechanism through which foreign entities identify their home state or country. No supplemental foreign-entity documentation is required alongside the annual report.

Download and save your confirmation documents immediately. The Pennsylvania Department of State does not mail paper confirmations. Annual reports may be updated at no additional charge at any time after filing until the end of the calendar year in which the report was filed.

Filing schedule by entity type

Pennsylvania's annual report system operates on a staggered schedule throughout the year. For entities formed in 2025, the first report is due in 2026.

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Reinstatement after administrative dissolution

Reinstating a dissolved entity requires filing all missed reports plus a formal application for reinstatement. The DOS fees and payments page confirms the following reinstatement costs:

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Under 15 Pa.C.S. § 383, there is no time limit on reinstatement for domestic entities. Once approved, reinstatement relates back to the effective date of the administrative dissolution, meaning the entity is treated as though it was never dissolved. However, if another entity registered the dissolved entity's name during the dissolution period, the reinstating entity must choose a new name.

Special circumstances

An entity's first annual report is not due in the same calendar year it is formed. If you form or register in 2025, your first annual report is due in 2026 on the deadline that corresponds to your entity type. The statute draws no distinction based on when during the calendar year formation occurs; the exemption applies uniformly whether you formed in January or December. All fees are subject to change.

Certificate of annual registration (separate obligation)

LLPs, LLLPs, and professional limited liability companies (PLLCs) carry a separate, pre-existing annual filing obligation that is distinct from the § 146 annual report. The Certificate of Annual Registration is due April 15 each year and carries significantly higher fees ($470 per general partner for LLPs/LLLPs; $700 per member for PLLCs). If the certificate is not filed by May 15, a $500 penalty is assessed against the partnership or company. Entities subject to this obligation carry two distinct annual filing requirements.

Automate Pennsylvania annual report compliance with Discern

Pennsylvania's staggered filing deadlines, entity-type-specific due dates, and the separate Certificate of Annual Registration obligation for LLPs and PLLCs create a compliance calendar that is easy to mistrack across multiple entities. Discern's annual report filing service tracks your specific Pennsylvania deadlines, sends progressive reminders before due dates, and submits your filings directly, eliminating missed filings and the downstream consequences of administrative dissolution.

For firms managing multiple entities across different deadline schedules, Discern's platform pre-populates your entity information and handles annual report filings across 51+ jurisdictions. Customers with 200+ state registrations complete their full annual compliance in 5 to 10 minutes, keeping your team focused on strategic priorities instead of tracking calendar deadlines.

Book a demo with Discern today and see how we streamline annual reports and ongoing obligations.

FAQs about Pennsylvania's annual report

Do entities formed in 2025 need to file an annual report this year?

No. If you form or register in 2025, your first annual report is due in 2026, by your entity type's annual deadline.

What happened to the decennial report?

The old decennial report requirement for filing associations has been repealed. Instead, most domestic and foreign filing associations (corporations, LLCs, LPs, LLPs, professional associations, business trusts, and their foreign counterparts) must now file annual reports under 15 Pa.C.S. § 146.

Can foreign entities use the same deadlines as domestic entities?

Yes. Domestic and foreign entities of the same association type share the same filing windows and deadlines. Both use the same DSCB:15-146 form, and the fee schedule is identical regardless of domestic or foreign status.

Can I file if my business is inactive?

Yes, inactive businesses must still file annual reports to maintain good standing. The only way to stop filing requirements is to formally dissolve or withdraw your registration with the Pennsylvania Department of State by submitting the appropriate termination documents.

Who has signing authority for the annual report?

Any authorized representative can sign, including:

• Corporate officers or directors

• LLC managers or members

• General partners for partnerships

Online filings do not require notarization but do require electronic certification of accuracy. The signatory must include their title when signing electronically.

What happens if a foreign entity is administratively terminated?

Unlike domestic entities, which can reinstate at any time with retroactive effect, foreign associations that are administratively terminated are not eligible for the domestic reinstatement pathway. Current law and DOS guidance require foreign associations to re-register by submitting a new Foreign Registration Statement, with no retroactive cure for the gap period.

Is there a way to automate these filings?

Discern's annual report filing service tracks your specific Pennsylvania deadlines, sends progressive reminders at 60, 30, and 15 days before due dates, and submits your filings directly. This service is particularly valuable for businesses managing multiple entities across different deadline schedules.

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