Pennsylvania business entities are required to file an annual report effective January 1st of 2025. Prior to the annual report requirement, Pennsylvania required a decennial report (once every ten years). Pennsylvania now joins the other 49 states in requiring an annual or biennial filing.
Why do you need to file an annual report?
The annual filing keeps the records of entities doing business in the state accurate and up-to-date. Under the decennial filing, a company that went out of business nine years ago still shows as “active” in PA. This creates a lot of dead wood and business names being tied up that should be available for use. The annual filing seeks to correct this.
Is the Pennsylvania Annual Reporting Requirement the same as the BOI report?
No. The Pennsylvania Annual Report is a matter of state law, while the BOI report is a matter of federal law (Note: as of July 2025 the BOI filing is no longer required for U.S. based entities). The annual report is a new state requirement.
What happens if I don’t file my Annual Report?
Failure to file your Annual Report may result in the administrative dissolution, cancellation, or termination of your business entity. For LLCs, administrative termination means that you no longer have the legal protection of limited liability provided by your LLC. It also means another business could swoop in and take your business name!
When is it due?
Filing opened on January 1st of 2025. The filing deadline is June 30th of each year for Corporations and September 30th of each year for LLCs, beginning in the calendar year following your date of formation.
How much does it cost?
The annual filing fee is $7.00 per year. No fee for non-profits, but you still have to file the report.
Where do you file?
File your report at https://file.dos.pa.gov The Department of State sends you a notice of the filing requirement at least two months before your annual report is due. To ensure that you receive this reminder, make sure that the registered address for your entity is correct. If your entity uses a commercial registered office provider, ensure that the provider transmits correspondence which it receives from the Department of State.
What information does the Annual Report require?
The Annual Report requires the following information:
- Business entity name – this pre-populates on the form. You cannot change the business entity name on the Annual Report. If you wish to change your name, you will need to file a Certificate of Amendment.
- Jurisdiction of formation – for most entities this is Pennsylvania, unless you are registered here as a foreign entity
- Registered office address – this is the address where you accept service of process (notice of a lawsuit). The last registered office address you supplied to the DOS pre-populates on the form. This may be your home or business address or a commercial registered agent. If the pre-populated information is correct, select “I do not want to change the Registered office” and move on to the next step. If it is not correct, select “I want to change the registered office”.
- Principal office address – This requirement is new and it is mandatory. The principal office is the address where you actually conduct business. For many small business owners this means your home address. It cannot be a post office box. There is no inexpensive alternative to circumvent this requirement. I know, because I looked. You can rent flexible office space if you are willing to spend around $200 a month. Otherwise, you must list the home address if that is where you conduct your business.
- Name of at least one governor – don’t let the name “governor” scare you. For a corporation, the “governors” = the shareholders. For an LLC the governors = members. For an LLP, the governors = partners. Fill in at least one name – but you have the option to fill in all of them.
- Names and titles of officers – this section is only required for corporations. For an LLC you can skip this. For a corporation, fill in the names and titles of all officers of the company (President, Vice-President, etc.).
- And finally, the Entity number issued by the Pennsylvania Department of State (this also pre-populates on the form).
Changing Your Registered Office
Filing your Annual Report provides an opportunity to change your registered office. I always recommend using a registered agent service so that if you are on vacation or networking or out running errands and not at your home or office address when a process server comes knocking, you won’t miss getting notice of a claim and end up having a default judgment entered against you because you didn’t even know you had been sued. Also, who wants a process server showing up at their home or even worse, their place of business???
Completing the Filing
Once you enter all of the information, review it for accuracy, sign online, click to file online, pay the $7 filing fee and download your proof of filing. That’s it – you are done for the year!
Pennsylvania created a handy step-by-step guide for filing your annual report, complete with screen shots if you need help. https://www.pa.gov/content/dam/copapwp-pagov/en/dos/resources/business/graphics/2024-annual-report-help-guide.pdf
If you prefer to have assistance filing your Pennsylvania Annual Report, I can help!
©2025 Cheri D. Andrews, Esq. This material is informational only and does not constitute legal advice. This material does not create an attorney-client relationship between Cheri D. Andrew, Esq and the reader. Recipient should consult with counsel before taking any actions based on the information contained within this material.
