Introducing PA Act 122 that goes into effect January 2, 2024
Even though January 2, 2024, might seem far away right now, it is good to start preparing your organization as soon as possible for PA Act 122. This new legislation, signed into law on November 3, 2022 and going into effect on January 2, 2024, requires entities to file an annual report confirming the continued existence of that entity. PA Act 122 amends Title 15 of Pennsylvania Consolidated Statues. With this, we see requirements changed from filing once every 10 years to confirm entity existence (unless there was some other type of filing with the PA Corporation Bureau preceding the 10 years) to now filing annually.
PA Act 122 goes into effect 2024 because of its major change to many organizations, which includes for-profit, nonprofit, limited liability companies, limited partnerships and foreign associations registered in Pennsylvania. Organizations will not see the Department of State taking administrative actions until 2027, in hopes that the delay gives time for PA businesses to get educated on the requirements before the possibility of losing their names or registrations.
Below are some details for consideration:
The annual report, signed by the entity, must provide the following minimum information:
Name and jurisdiction of formation
Registered office address in Pennsylvania
Name of at least one “governor” (i.e., director, manager, member, partner, etc.)
Names and titles of the persons who are the entity’s principal officers, if any, as determined by its governors
Address of its principal office, including street and number, if any, wherever located
Its entity number or similar identifier issued by the PA Department of State
Report filing requirements become effective January 2, 2024 with staggered filing deadlines based on the type of entity
Before July 1st for nonprofit and for-profit corporations (very first filing deadline is as of July 1, 2024 for corporations)
Before October 1st for limited liability companies
On or before December 31st for any other entity or association
The Department of State will not start taking administrative steps until 2027 for an entity’s failure to file an annual report
Failing to file an annual report will be subject to
Administrative dissolution if it is a domestic filing entity
Administrative cancellation if it is a domestic limited liability partnership or electing partnership
Administrative termination of its registration if it is a foreign association, with the penalty that it will lose the right to its name
According to the Pennsylvania Department of State website, see below link, , they will be mailing out notices to organizations required to file annual reports. If your organization receives this or expects to receive it, Holsinger, P.C. is here to help you through consultation and assistance preparing your annual report. Preparations taken now will have your organization in a better position to be in compliance to not risk losing registration with the State and impacting the use of your organization’s name. Contact us today or call us at 724-934-4800 to answer your questions and get started.