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Don’t Lose Your Business! New Annual Registration Requirements for Pennsylvania Businesses
Starting in 2024, all business entities registered to do business in the Commonwealth of Pennsylvania must submit an annual registration report with the Pennsylvania Department of State. If a business fails to register for the year, it may lose its permission to do business in the state and its rights to the exclusive use of its business name. It could also lose its limited-liability status, which means business owners could become personally liable to any potential lawsuits that arise against the business.
The new registration requirement applies to all registered business entities that do business in Pennsylvania, including:
- Limited liability companies (LLCs);
- Corporations (including non-profit corporations);
- Limited partnerships (LPs);
- Limited liability partnerships (LLPs);
- Registered foreign associations;
- Certain municipalities that are registered as corporations; and
- Any other domestic filing entity that is on record with the Department of State.
Starting on January 2, 2024, all registered business entities in Pennsylvania will have to submit an annual registration report to the Department of State, either online or by mail. The registration fee will be $7.00 per year for most organizations, or free for qualified non-profit entities. The annual registration report will need to include the name of the business and where it was formed, in addition to the business’s registered address and principal place of business. The report will also need to include the entity number that was issued by the Department of State when the entity was first registered. The report must include a list of the names and titles of principal officers, if any. The most notable change is that the annual report will require the name of at least one of the business’s “governors,” such as a director of a corporation, a partner of a general partnership, or a manager or managing member of an LLC.
These new requirements take effect on January 2, 2024, but annual filings will not be due immediately. The deadline for corporations to file will be June 30 of each year, and the deadline for LLCs will be September 30. All other registered entities must file the annual report by December 31 of each calendar year.
Failure to File
For the first few years, businesses will be given some leeway regarding compliance with the new requirement since it is a notable deviation from Pennsylvania’s current law, which requires registered business entities to file a report only once every ten (10) years. But, starting in 2027, businesses that have failed to comply with the annual reporting requirement may face a number of negative or even detrimental consequences.
If a corporation, LLC, or limited partnership has not filed its annual report within six (6) months after its applicable deadline by 2027, the Department of State may initiate a proceeding to administratively dissolve that corporation, LLC, or limited partnership. Administrative dissolution means that a business may only engage in activities associated with “winding up” or liquidating the business, and it may no longer conduct its regular business affairs and activities. Administrative dissolution also cancels an entity’s exclusive right to its registered business name.
For a limited liability partnership or electing partnership that does not file its report within six (6) months of its applicable deadline by 2027, its registration will be cancelled. Cancellation of registration voids an entity’s limited liability status and protections and cancels the entity’s exclusive right to its business name.
Notice and Reinstatement
Before the Department of State begins the process of administrative dissolution or cancels registration, it must send a notice to the entity’s registered office that is currently on record. The entity then has sixty (60) days to respond and file the report. Failure to do so will result in administrative dissolution or cancellation of registration. An entity that is administratively dissolved or whose registration is cancelled may apply for reinstatement by filing an application for reinstatement with the Department of State, filing the annual report, and paying the required fee. Reinstatement does NOT restore a business’s exclusive right to use its prior name.
How to Prepare Your Business
The best way to prepare your business for this new requirement is to be aware of it and be ready to submit the information to the State when the time comes. It is a good idea to make sure that the Department of State has your business’s correct registered address on record before these changes take effect, as the Department of State will be mailing forms and notices on the new requirement only to the addresses it currently has on file. Because registered addresses are given to the State at the time of the initial filing, it is not unusual for these addresses to be out of date. It will be fairly simple and cheap to comply with the new requirement, but the consequences for failure to do so are dire and can lead to losing your business name, business operation, and even your own personal assets if your business loses its limited liability status. Please reach out to the experienced business law attorneys at DSS Law for assistance in complying with new requirements and to discuss other ways to ensure your business and personal assets are always protected.