June 30, 2025
Pennsylvania Replaces Decennial Reports with Annual Filing Requirement
Signed into law on November 3, 2022, as Act 122, and effective January 1, 2025, Pennsylvania requires all domestic and foreign nonprofit corporations, LLCs, and other entities to file annual reports with the Department of State by June 30 each year. Nonprofits must provide entity name, registered office, governor, and officer details, with no filing fee. Non-compliance may lead to administrative dissolution starting in 2027.
Key Provisions:
- Annual Report Requirement: Replaces the previous decennial (every 10 years) report requirement for most entities, including domestic and foreign nonprofit corporations, LLCs, limited partnerships (LPs), limited liability partnerships (LLPs), professional associations, and business trusts.
- Information Required: Nonprofits must file an annual report (Form DSCB:15-146) including:
- Entity name and jurisdiction of formation.
- Registered office address in Pennsylvania or commercial registered office provider details.
- Name of at least one governor (e.g., director, trustee, or equivalent).
- Names and titles of principal officers, if any.
- Principal office address.
- Pennsylvania entity number.
- Optional email address for notifications.
- Filing Deadline: Nonprofit corporations (domestic and foreign) must file by June 30 each year, starting in 2025. The first report is due the year after formation or registration (e.g., a nonprofit formed in 2024 files by June 30, 2025).
- No Filing Fee for Nonprofits: Unlike for-profit entities ($7 fee), nonprofit corporations and LLCs/LPs with a not-for-profit purpose are exempt from the filing fee.ballardspahr.com
- Online Filing: Strongly recommended at file.dos.pa.gov, where the form auto-populates entity details, is processed instantly, and provides immediate download of the approved report.pa.gov
- Non-Compliance Penalties: Starting in 2027, failure to file within six months of the due date may result in administrative dissolution (domestic entities) or termination of registration (foreign entities), with loss of name protection. Domestic entities can reinstate with a $35-$40 fee plus $15 per delinquent report; foreign entities must re-register with a new name if the original is taken. A transition period (2025-2026) delays penalties.kulzerdipadova.com
- Notifications: The Department of State will mail notices to the registered office address at least two months before the deadline, but failure to receive notice does not exempt filing.pa.gov
Impact on Nonprofits:
- Increased Frequency: Nonprofits previously filed decennial reports or, in some cases, annual reports only when officer changes occurred. The new requirement mandates annual filings for all nonprofits, increasing administrative duties.harborcompliance.com
- Compliance: Nonprofits must ensure accurate, current information (as of the filing date) and maintain an up-to-date registered office address to receive notices. Non-compliance risks dissolution, impacting operations and fundraising.
- Relation to Other Requirements: This annual report is separate from the Federal Corporate Transparency Act (CTA) Beneficial Ownership Information (BOI) report and charitable solicitation filings with the Bureau of Charitable Organizations.