Changes to Pennsylvania’s Business Corporation Law – What Nonprofits Need to Know
In November 2022, key changes were made to Pennsylvania’s Business Corporation Law, with most going into effect on January 2, 2023, and certain other provisions on January 3, 2024. The business corporation law statute covers all domestic and foreign entities formed under the laws of Pennsylvania, including business corporations, nonprofit corporations, limited partnerships, and limited liability companies.
One significant update adopts annual reporting requirements.
Entities registered in Pennsylvania will have to file an annual report with the Department of State beginning in the calendar year 2025. This replaces the previous decennial filing that required reporting every 10 years.
The new annual reporting deadline for nonprofit corporations is June 30 of each year and the filing fee is $0.
The Department of State will send reminders at least two months in advance of the organization’s filing deadline to the registered office address they have on file. It is important to make sure you have up-to-date contact information on file with the Department. If you do not receive the reminder, it does not relieve you of your annual filing requirement.
We suggest you verify the Department has your current mailing address by searching your organization on their website.
The annual report will include the following:
- Business entity name
- Jurisdiction of Formation
- Address of registered office
- Name of at least one board member
- Names and titles of the entity’s principal officers
- Address of principal office
- Entity number issued by the Pennsylvania Department of State
The Department is allowing for a transition period for entities to comply with the reporting requirement, before imposing any penalties for failure to file. Beginning in calendar year 2027, failure to file the annual report will cause the entity to lose protection of its name and will result in administrative dissolution. During a period of administrative dissolution, the entity’s name is made available to any other filing association. Reinstatement can be applied for with an application and a reinstatement fee, however, this does not ensure the entity’s original name will be available again.
This reporting is different and separate from the annual PA BCO-10 filing charitable registration. Charitable registrations allow a charity to solicit contributions in that state. The new annual report is for corporations that are registered with the Department and conducting general business in PA to ensure the state has up-to-date information about your organization, regarding address and current leadership.
The Department of State is still drafting the form and instructions for filing. We will provide updates as they become available.
Article Contributed by Justine N. Bauer
