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Pennsylvania’s New Annual Report Requirement for Incorporated Associations Takes Effect

Act 122 was signed into law by Governor Wolf on November 3, 2022.  Among various updates to Title 15 of Pennsylvania’s Consolidated Statutes (dealing with Corporations and Unincorporated Associations), Act 122 follows a national trend to add transparency to corporate action.  Significantly, it replaces Pennsylvania’s decennial reporting requirement for non-profit corporations with an “Annual Report”, effective on January 3, 2025.  As set forth on the Pennsylvania Department of State website, the new Annual Report filing is required for:

  • Domestic business corporations
  • Domestic nonprofit corporations (which includes incorporated HOA and condo associations)
  • Domestic limited liability (general) partnerships
  • Domestic electing partnerships that are not limited partnerships
  • Domestic limited partnerships
  • Domestic limited liability companies
  • Domestic professional associations
  • Domestic business trusts
  • All registered foreign associations

In order to file the Annual Report, the following information must be gathered:

  • Business name
  • Jurisdiction of formation
  • Registered office address
  • Name of at least one governor (director, member, partner, etc. depending on type of association)
  • Names and titles of the principal officers (President, Secretary, Treasurer)
  • Address of the principal office
  • Entity number issued by the Pennsylvania Department of State

As of January 6, 2025, reporting forms are available for electronic filing with the Department of State. Although the Department of State intends to (via postcard) “mail notice to the registered office address of each association required to make an annual report at least two months prior to the respective deadline, reminding it of the need to make an annual report”, filings can be submitted now. The Department’s filing fee is $7.00 (there is no filing fee for non-profit corporations) with an initial deadline of June 30, 2025. If you wish to wait for the notice rather than to file it now, it is vital that the association verify and update its registered corporate mailing address. As it is the corporation’s obligation to update its filing records, non-receipt of notice from the Department of State does not alleviate the need to file an Annual Report, nor relieve the corporation from the penalties of non-compliance. Although the Department of State does not intend to impose penalties during a transition period which ends in December 2026, possible sanctions for non-compliance include administrative dissolution / termination / cancellation and loss of the protection of its name. 

We therefore recommend that filings be submitted at this time, and that associations reach out to their attorney or preferred corporate vendor for this purpose.

ABOUT THE AUTHOR
Stefan Richter, Esq., CCAL is a partner with CAI Keystone Diamond Key Partner Clemons Richter & Reiss, PC. Mr. Richter is a past President of the Board of Directors of the Keystone Chapter of the Community Associations Institute (CAI), and currently serves on the Legislative Action and Communications & Content Committees. Through the Legislative Action Committee, Stefan is an advocate for laws benefiting homeowners in common interest communities. Stefan is a fellow of the College of Community Association Lawyers (CCAL). Contact Mr. Richter via email at: srichter@clemonslaw.com.  

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