By: Matthew C. Cooper Pennsylvania will soon be joining the ranks of the majority of states in the nation requiring business entities organized under its laws to file annual reports to confirm their continued existence. Pennsylvania Act 122 took effect on January 2, 2023 (“Act 122”), repealing Pennsylvania’s unique (and often overlooked) decennial report requirement, and replacing it with a reporting system requirement that aligns with the leading approach taken throughout the United States – filing an annual report. Previously, business entities/associations were only required to file a report with the Pennsylvania Bureau of Corporations and Charitable Organizations (“Corporation Bureau”) on a rolling ten-year basis (2001, 2011, 2021, etc.) unless the entity/association had made certain filings with the Corporation Bureau within the previous ten-year cycle. Now, new Section 146 will require an annual reporting requirement for Pennsylvania business entities/associations. This aligns with the approach taken by virtually almost every other state in the country. Who Will Be Required to File an Annual Report? The new annual reporting requirement will apply to (i) all registered foreign associations and (ii) the following Pennsylvania domestic business entities:
2024. However, Act 122 includes a phase-in period of administrative penalties for failing to file annual reports until 2027 (see below for further discussion). What Are the Filing Deadlines? For Profit & Nonprofit Corporations - June 30th LLCs - September 30th All Others - December 31st What Information Will the Annual Report Include? The annual report will include the following:
What is the Cost of Filing the Annual Report? Non Profit Corporations - $0.00 All Others - $7.00 Can Annual Reports be Filed Online? Yes, annual reports can be filed online at Business Filing Services: https://file.dos.pa.gov. What Are the Consequences of Failure to File an Annual Report? Act 122 includes a phase-in period of administrative penalties for failing to file annual reports until 2027. Beginning in 2027, entities that fail to file annual reports will be subject to administrative dissolution/termination/cancellation. If a domestic filing entity fails to file its annual report and finds that it has been dissolved/terminated, it may file an application for reinstatement, which must be accompanied by the required reinstatement fee and a fee for each delinquent annual report that was not previously paid. On the other hand, once a foreign registration has been terminated, the foreign association may not cure retroactively by reinstating, but instead must reregister by submitting another Foreign Registration Statement. If another entity has taken the name of the entity seeking reinstatement, the entity that has taken the name may keep the name and the entity seeking reinstatement must choose a new name. Matthew C. Cooper is an attorney at MacElree Harvey specializing in business and corporate law. He counsels businesses of various sizes and industries through all stages of the business life cycle, including representing management and boards of directors by helping them stay compliant with the ever-changing landscape of corporate law. Matthew frequently represents businesses in private financings and mergers and acquisitions, and is a trusted adviser to lenders and borrowers in commercial lending transactions. If you have any corporate or business law needs, please contact Matthew C. Cooper at (610) 840-0279 or [email protected].
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[Newark, Delaware] — Whisman Giordano & Associates, LLC (WGA), in gratitude for their 50th Anniversary in 2023, is announcing their 50 Acts of Kindness initiative. The 50 Acts are intended to thank the community for the trust they've placed in WGA over the decades.
Throughout 2023, the Whisman Giordano team will complete 50 Acts of Kindness. Some of the Acts will be as a firm, but that is not a limitation. WGA is supporting individual team members to go into their communities and serve whatever cause is closest to their hearts. The core of Whisman Giordano has always been an unwavering commitment to Building Extraordinary Relationships. It's the connections made with clients, the community, and the WGA team that makes the WGA experience truly unique. Professionally, WGA serves numerous not-for-profit organizations. Now the team wants to expand its activities and share the excitement of the 50th Anniversary celebration with the community at large. President and Managing Director Joseph V. Giordano, CPA, CGMA, says about WGA's 50 Acts of Kindness, "We believe that our commitment to the community goes well beyond just serving our clients. We live here. Our families are here. Our firm has been very blessed over the past 50 years, and performing 50 Acts of Kindness is the least we can do. Performing kind acts and being kind should be everyone's day-to-day norm." About Whisman Giordano & Associates LLC Founded in 1973, Whisman Giordano & Associates, LLC is a full-service certified public accounting and business advisory firm in Newark, Delaware. Whisman Giordano provides accounting, auditing, tax, and business advisory services to clients throughout Delaware, southeastern Pennsylvania, northern Maryland, and beyond. Whisman Giordano is a "Superstar in Business" as recognized by the Delaware State Chamber of Commerce, a Best Accounting Firm to Work For from Accounting Magazine, Small Business of the Year 2022 from the New Castle County Chamber of Commerce, and Rush Award winner from the Better Business Bureau Serving Delaware. Whisman Giordano Contact information: Office Main Phone: (302) 266-0202 | Email: [email protected] | Website: www.whismangiordano.com * Logo for the 50 Acts of Kindness is supplied with this release and available on request. ### |
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