Pennsylvania Certificate of Annual Registration
Effective December 31, 2024, the Pennsylvania Department of State increased the annual registration fee for domestic and foreign registered limited liability partnerships (“LLPs”), limited liability limited partnerships (“LLLPs”), and restricted professional companies (“RPCs” and “PLLCs”).
What are the costs for filing?
The annual registration fee for RPCs and PLLCs has increased to $700.00 per licensed professional member, as long as that member is licensed to practice the professional service in PA and resides in PA. The annual fee for LLPs and LLLPs has increased to $470.00 for each general partner if the partner is a natural person and resides in PA.
What is the filing deadline?
The Certificate of Annual Registration must be filed by April 15, 2025, and each proceeding year, using the Pennsylvania Department of State’s online form.
What are the consequences of failing to file?
The consequences of not filing the Certificate of Annual Registration could result in a lien on the assets of the professional company. Additionally, failing to file by May 15, 2025, will result in a penalty of $500.00 assessed against the professional company and create a second lien on the assets.
Pennsylvania Annual Reports
In November 2022, Pennsylvania passed Act 122 which amended several sections of Title 15 Corporations and Unincorporated Associations. What Act 122 did was repeal Pennsylvania’s ten-year reporting cycle known as the “decennial” report.
Prior to the passage of Act 122, entities or associations organized under the laws of the Commonwealth and foreign entities (non-PA entities) registered in the Commonwealth were not required to file annually with the Bureau of Corporations and Charitable Organizations (“Bureau”) to confirm their continued existence. The reporting requirement was the decennial report, which is reported every ten years.
Act 122 repeals the old system and updates it with annual reporting requirements. This change will help the Bureau maintain an updated record of entities that are active. The annual report filing requirement begins January 3, 2024, and continues annually thereafter.
Who is Required to Report?
Business corporations, nonprofit corporations, limited liability companies, limited partnerships, and professional corporations whose internal affairs are governed by the laws of the Commonwealth.
What must be included?
The new annual filing requires more information than the requirements of the decennial report. The decennial report required the name of the entity, its registered office, and change of address information, if applicable. In addition to what the decennial report required, the annual filing requires an EIN, the name of the principal office (in addition to the registered office), names of principal officers, and at least the name of one governor of the entity (i.e., director of a corporation).
The annual filing must include:
(1) name and jurisdiction of formation;
(2) subject to Section 109 (relating to the name of commercial registered office provider in lieu of registered
address), the address of its registered office, if any, including street and number, if any, in this
Commonwealth;
(3) the name of at least one governor (a director of a corporation or manager of a LLC);
(4) the names and titles of the persons who are its principal officers, if any, as determined by its governors;
(5) the address of its principal office, including street and number, if any, wherever located; and
(6) its entity number or similar identifier issued by the department.
What are the costs for filing?
The filing fee for the decennial report was $70, and the filing fee for the new annual filing is $7 (nonprofits do not have a filing fee). After 10 years of filing an annual report, entities will have spent the same amount in filing fees as the decennial report required.
If the annual report includes information about the registered office that differs from the information shown in the records, the address will be deemed to have changed, and the records will automatically change. Additionally, if a change occurs between annual filings, an entity may submit an updated annual filing at any time.
What are the filing deadlines?
| Entity or Association | Deadline |
| Corporations for profit or not for profit (domestic or foreign) | On or before June 30 |
| LLCs (domestic or foreign) | On or before September 30 |
| All others | On or before December 31 |
What are the consequences of failing to file?
Perhaps most importantly, Act 122 also adds Subchapter H to Chapter 3 of Title 15, which includes an administrative procedure for dissolution when an entity fails to file an annual report within six (6) months after the annual report is due.
LLPs, LLLPs, RPCs, and PLLCs are required to submit both an Annual Report and Annual Registration to the Pennsylvania Department of State. Failing to file either of these forms may lead to serious consequences, including the possibility of a lien being placed against your entity’s professional company assets or even administrative dissolution of the business.
If you have any questions or concerns regarding Certificates of Annual Registration or if you need help with the filing process, please contact any attorney within CGA Law Firm’s Business Practice Group here.
Summer M. Pannizzo
Attorney
Learn more about Summer here.
