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February 8, 2025
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Reporting Obligations Under Act 122
As of January 1, 2025, new reporting requirements and annual filings under Pennsylvania Act 122 of 2022 have become effective. Under this new legislation, business entities and other organizations operating in Pennsylvania must now file annual reports with the Department of State, altering the prior decennial reporting obligations. This applies to both domestic and foreign businesses and organizations registered to do business in Pennsylvania. The annual filings must include essential information such as:

• Business name and Pennsylvania Entity Number
• Jurisdiction of formation
• Registered office address
• Principal office address
• Name of at least one governor (e.g., director, member, partner, etc.)
• Names and positions of its officers (if any).

The Department of State offers an online information page and step-by-step filing guidelines to ensure a quick and efficient compliance process. Online submissions are strongly recommended to prevent any mistakes or cure deficient filings. Annual report filings submitted online will be processed immediately, and proof of filing will be provided after payment is approved.

Filing Deadlines and Costs
The reporting period for businesses and organizations to comply with Act 122’s new reporting requirements opened on January 6, 2025, with the filing deadline and cost determined based on the type of registered entity.

There is a $7 filing fee for corporations, limited liability companies (LLCs), limited partnerships, and limited liability partnerships(LLPs). There is no filing fee for nonprofit entities, including limited partnerships or limited liability companies with a not-for-profit purpose.

Impact of Failing to Comply
Act 122 allows a transition period for businesses to come into compliance with the annual reporting obligations. Penalties for failing to file annual reports will not take effect until 2027. When effective, failure to file will be subject to administrative dissolution, termination, or cancellation of registration. Domestic organizations that fail to comply and become subject to penalty will be given the option for reinstatement upon filing the annual report and paying the filing fee. Their registration will not be interrupted between the time the penalties were imposed and when the reinstatement is filed. However, during the period of non-compliance, businesses will not be registered and may lose the protection of its name by the Commonwealth of Pennsylvania.

Foreign entities that fail to comply with the Act’s filing requirements, and as such are penalized, must re-register with the Commonwealth. This will result in a gap in their registration status, between the time the penalties are imposed and when the new registration is processed.

State vs. Federal Requirements
It is important to note that the reporting requirements under Act 122 are specific to Pennsylvania and differ from any obligations imposed under the Corporate Transparency Act (CTA), a federal law. Businesses should consult with their legal advisors to understand compliance with both the state and federal reporting requirements.

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McNees Client Alert is presented with the understanding that the publisher does not render specific legal, accounting or other professional service to the reader. Due to the rapidly changing nature of the law, information contained in this publication may become outdated. Anyone using this material must always research original sources of authority and update this information to ensure accuracy and applicability to specific legal matters. In no event will the authors, the reviewers or the publisher be liable for any damage, whether direct, indirect or consequential, claimed to result from the use of this material.