In November 2022, Pennsylvania's Business Corporation Law ("BCL") was amended via Governor Wolf signing House Bill 2057 into law as Act 122. A key change in this amendment consists of the establishment of annual reporting requirements for corporations, LLCs, and partnerships commencing in 2024.
Under this new amendment, all entities that were formed by a filing with the Pennsylvania Department of State, and entities that were formed in another state and then registered to do business in Pennsylvania must file an annual report. Specifically, this annual report must contain: (1) entity name and jurisdiction of formation, (2) the address of its registered office, (3) the name of at least one governor (i.e., the person in charge), (4) the name and titles of the principal officers, (5) the address of its principal office, including street number, if any, wherever located, and (6) its entity number or similar identifier issued by the department. The Department of State will likely create forms for this report that may be completed online.
Starting in January 2024, the following deadlines will be in effect:
• July 1: All Corporations
• October 1: All LLCs
• December 31: All other entities
If an entity fails to comply, the Department of State may initiate dissolution or cancellation proceedings. Other possible consequences include non-issuance of subsistence certificates, loss of limited liability protection, and/or the rights to entity name.
Any notice of non-compliance will be sent by the Department of State to the entity's address of record. Thus, it is important to that all entities ensure that their addresses are current with the Department of State.
If you need assistance in preparing and submitting the proper forms, the lawyers in our Business Law Group would be more than happy to assist you.