This bill, effective 1/2/2023, amends Pennsylvania’s business corporation laws. Below are some of the notable changes:
- Beginning at the start of 2024, business entities must file an annual report rather than a decennial report.
- For newly registered entities, the annual report must be filed each year beginning the year after registration.
- Annual reports for domestic and foreign corporations and non-profit corporations must be filed before July 1.
- Annual reports for domestic and foreign Limited Liability Companies (LLCs) must be filed before October 1.
- Annual reports for any other form of domestic or foreign association must be filed on or before December 31.
- An entity’s registered office can be changed on its annual report filing.
- The Pennsylvania Department of State must deliver an annual report notice to the entity at least two months before the annual report is due.
- If an entity does not file an annual report, it will be subject to administrative dissolution.
- The Department of State can reject a filing when the department reasonably believes the document is filed fraudulently or may be used to accomplish fraudulent, criminal or unlawful purposes.
- A statement of correction cannot revoke the initial registration of a foreign entity.
- It isn’t necessary to file a tax clearance certificate with the Department of State with 1) articles of dissolution for a nonprofit corporation that hasn’t commenced doing business or 2) a statement of withdrawal for a registered foreign association that is the non-survivor of a merger in which the survivor is another registered foreign association.
More information, including the bill text, can be found on the Pennsylvania General Assembly website at Bill Information – House Bill 2057; Regular Session 2021-2022 – PA General Assembly (state.pa.us).