Prepared To Meet Your Legal Needs

SMALL-BUSINESS REPORTING REQUIREMENTS 2025 UPDATE

Starting in 2025, most companies formed or registered in Pennsylvania must file annual reports with the Pennsylvania Department of State. This new reporting requirement became effective on January 6, 2025, and is now active on the Department of State’s website. Reporting can be completed using the Department of State’s “Business One-Stop” portal. After you create an account, you can select the “File Annual Report” tab once you have navigated to your business’s page. There is a $7.00 processing fee, which is waived for non-profit corporations and organizations with a not-for-profit purpose.

Filling out the Report Form may be confusing, as the Annual Report has options for “Governors” as well as “Officers.” Governors are individuals who have the authority to exercise and direct the activities and affairs of the business. Some common examples of Governors, just to name a few, are partners in a general or limited partnership, managers and members of a Limited Liability Company, shareholders in a closely-held corporation, and a trustee of a business or statutory trust.

Officers of the business are a little different, however, these individuals and their Principal titles must also be reported. Officers are chosen by the Governors to manage the day-to-day operations of a business, such as conducting the policies set by the board of directors, making key decisions, and overseeing specific business functions based on their expertise. Officers may not always possess an ownership interest in the business, but in small businesses, they often do. Common examples of Officers include Chief Executive Officers, Executive Directors for Non-Profit Corporations, Chief Financial Officers, and the Board of Directors for the Corporation, such as the president, vice president, treasurer, and secretary.

Typically, small businesses that are organized as LLCs will not have Officers. Rather, the business activities of LLCs are often directed through its members and managers. For these businesses, the members and managers would be reported as Governors and not Officers. For corporations, shareholders who are also directors, such as the president, vice president, treasurer, or secretary, would be reported as both Governors and Officers. If the shareholders appoint a Board of Directors, and these Directors do not have an ownership interest in the corporation, the individuals serving on the Board would be reported only as Officers. In this scenario, only the shareholders would be reported as Governors.

Along with the reporting of the identities of the Governors and Officers, the Registered Office and Principal office must be reported. While some businesses may have their Registered and Principal locations at the same address, there are key differences between these two locations. The Registered Office location is where official documents and legal notices are received. This location can be at the office of a business’s accountants, lawyers, or the home of a Director. The Registered Office location must be in the Commonwealth of Pennsylvania. The Principal Office location does not have to be within the Commonwealth and can be located in another state. The Principal office location is where core management duties are performed, such as strategic planning, executive meetings, or headquarters. This may also be the main storefront for your small business. It is important to distinguish these two locations, as both addresses must be reported to the Department of State.

This new reporting requirement applies to the majority of businesses formed and doing business in Pennsylvania. The only business associates that are exempt from filing reporting requirements are fictitious names, general partnerships that are not limited liability partnerships, authorities, name reservations, land banks, financial institutions and credit unions, name registrations, trademarks, insignias, and marks used with articles and supplies.

There are key deadlines to be aware of when completing these annual reports. Corporations, both for-profit and non-profit, must file before June 30, 2025. Limited Liability Companies must report before September 30, 2025. All other entities, such as partnerships, trusts, and business trusts must report before December 31, 2025. There is a limited grace period for individuals who fail to report in 2025. Starting in 2027, businesses that fail to file annual reports in the 2027 calendar year will be subject to administrative dissolution, termination, and cancellation six months after the due date of the Annual Report in 2027.

It is important to note that this new reporting requirement is different from the Beneficial Ownership Information (BOI) filing with the Department of Treasury’s FinCEN division. The BOI reporting to the federal government is currently in flux as of the time of this writing, as various courts have issued and then vacated injunctions against the rule’s enforcement.

The reporting requirement to the Pennsylvania Department of State is still in effect and has not yet been appealed. This new reporting was part of Act 122 of 2022, which set forth numerous amendments to the Corporations and Unincorporated Associations Act. Before the 2022 amendment, Pennsylvania required that businesses file updated reports every ten (10) years. This new annual reporting is not uncommon, as every state, except for Ohio and Oklahoma, requires either annual or biennial reporting.

The Department of State has posted on its website that its will be sending notifications by e-mail and mail to the Registered Office address of the associations required to make annual reports. These notices are expected to be mailed at least two months before the applicable deadlines; however, businesses are encouraged not to wait, as the portal is already active, and reporting takes just fifteen minutes. Pennsylvania’s new annual reporting responsibility represents a notable shift for most businesses in the Commonwealth. Filing early ensures compliance, providing business owners peace of mind and protection from potential penalties or administrative consequences. If you have any questions about reporting requirements for your business, you should contact an experienced business attorney right away. Resolve these issues before they become real problems for you, your business, and your employees.

Practice Areas