Pennsylvania: The $7 Filing That Can Cost You Your Company Name

Pennsylvania quietly replaced one of the most forgiving compliance regimes in the country with one that has teeth. If you own a Pennsylvania entity, the grace period is ending, and the penalty is not a fine.

Under Act 122 of 2022, Pennsylvania eliminated the decennial report, a filing due once every ten years, and replaced it with an annual report. Nearly every domestic and foreign filing association is covered: corporations, LLCs, limited partnerships, limited liability partnerships, nonprofits, and professional associations.

The Deadlines and the Fee

Deadlines run by entity type. Corporations, both business and nonprofit, file by June 30. Limited liability companies file by September 30. Limited partnerships, limited liability partnerships, business trusts, and professional associations file by December 31. The fee is $7 for for-profit entities and nothing for nonprofits.

The report itself is undemanding. It asks for the business name, jurisdiction of formation, registered office address, principal office address, Department of State entity number, and the name of at least one governor, meaning a director, member, manager, or partner depending on entity type, plus principal officers if any. No financial information is required. Filing is done online at the Department's portal.

Why This Year Matters

Act 122 built in a transition period during which non-filers faced no consequence. That period ends with the reports due in 2026. Beginning with reports due in 2027, an association that fails to file within six months of its deadline becomes subject to administrative dissolution, termination, or cancellation.

Here is the part that should concentrate the mind. Administrative dissolution is not merely a bad standing notation. While an entity is administratively dissolved, its name becomes available to any other filing association. If a competitor, or an opportunist, registers your name in the interim, you do not get it back. The reinstating entity must choose a new name. Two decades of brand equity can transfer to a stranger over a missed $7 filing.

Reinstatement is available at any time, but it requires an application fee, the current annual report information, and a fee for each delinquent report. The name, however, may be gone for good.

What To Do

Confirm the registered office address and email on file with the Department are current. The Department sends a reminder by postcard, and by email where one is on file, at least two months before the deadline, and stale contact information is the most common reason owners never learn they are delinquent. Then calendar the deadline by entity type, permanently, and treat it as a recurring obligation rather than a one-time task.

One clarification, because it causes real confusion: the Pennsylvania annual report is a state filing with the Department of State, and it is entirely separate from any federal beneficial ownership reporting to FinCEN. Satisfying one does nothing for the other. They are different filings, to different governments, requiring different information.

For a $7 filing and ten minutes, the arithmetic here is not close.

Legal note: This article provides general information and is not legal advice.

Authorities: 15 Pa.C.S. § 146, as added by Act 122 of 2022 (H.B. 2057), signed Nov. 3, 2022; Pennsylvania Department of State annual report guidance and filing portal.