On November 3, 2022, Governor Wolf signed into legislation Act 122 of 2022. Among the numerous adjustments made by this laws, Act 122 creates an annual report submitting requirement (like that imposed by most states) for home and international submitting entities. The new annual report submitting is required for:
- Domestic enterprise firms
- Domestic nonprofit firms
- Domestic restricted legal responsibility partnerships
- Domestic electing partnerships that aren’t restricted partnerships
- Domestic restricted partnerships (together with restricted legal responsibility restricted partnerships)
- Domestic restricted legal responsibility firms
- Domestic skilled associations
- Domestic enterprise trusts
- All registered international associations
The annual report requirement begins in 2024 and replaces the decennial submitting. Similar once more to different states, failure to file the annual report will topic the corporate to administrative dissolution/termination/cancellation and lack of the proper to its title.
The annual report will embody the next:
- Business title
- Jurisdiction of formation
- Name of at the very least one director, member or accomplice
- Names and titles of the principal officers
- Address of the principal workplace
- Entity quantity issued by the Pennsylvania Department of State
The payment for the brand new annual report is $7 for enterprise firms, restricted legal responsibility firms (LLCs), restricted partnerships (LPs) and restricted legal responsibility normal partnerships (LLPs), with a $0 payment for nonprofit firms and different firms with a not-for-profit function. The deadline for submitting the annual report is predicated on the kind of entity. For all firms (enterprise and nonprofit, home and international), the deadline is June 30 every year. The deadline for restricted legal responsibility firm annual filings (home and international) is September 30, and every other home submitting entity or international submitting affiliation is due December 31 of every yr.
The Department of State will mail discover to the registered workplace tackle of every affiliation required to make an annual report at the very least two months previous to the respective deadline, reminding them of the annual reporting necessities. It is essential that firms hold all data on file with the Department up-to-date, significantly registered workplace tackle, to make sure that they obtain discover of how and when to make annual experiences. Companies even have the power to offer emails for extra notifications. However, failure by the Department to ship discover to any celebration, or failure by any celebration to obtain discover, of an annual report submitting requirement doesn’t relieve the celebration of the duty to make the annual report submitting.
The new annual reporting requirement is a major change for Pennsylvania. Therefore, Act 122 requires that the Department present entities with a three-year transition interval earlier than imposing any dissolution/termination/cancellation for failure to file annual experiences. Beginning in 2027, entities that fail to file annual experiences shall be topic to administrative dissolution/termination/cancellation. Should a home submitting entity uncover that it has did not make a required annual report and has been dissolved or terminated, it has the chance for reinstatement, with no limitation on the time period for such reinstatement. Such reinstatement have to be accompanied by the appliance for reinstatement payment and a payment for every delinquent annual report that was not beforehand paid.
Once a international registration has been terminated for failure to file an annual report, the international affiliation might not treatment retroactively by reinstating, however as an alternative should reregister by submitting one other Foreign Registration Statement. During the time of administrative dissolution/termination/cancellation, the corporate title (home or international) is made out there to every other entity. If one other entity has taken the title of the entity searching for reinstatement, the entity that has taken the title might hold the title and the entity searching for reinstatement should select a brand new title.
If you or your small business have authorized questions or issues relating to enterprise legislation or associated issues, contact lawyer Jeffrey A. Franklin at Prince Law Offices.