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For decades, Pennsylvania was one of the easiest states to keep an entity in — most businesses only had to file a report once every ten years. That's over. Under Act 122 of 2022, Pennsylvania replaced the old decennial report with a real annual report, and the first ones came due in 2025. If you've run a PA LLC for years and have never filed an annual report, that is exactly the trap: the obligation is new, the fee is tiny ($7), and the penalty for ignoring it becomes real starting in 2027. Here's the whole picture.
| Item | Pennsylvania LLC |
|---|---|
| Filing deadline (LLC) | September 30 each year (domestic and foreign LLCs) |
| Where | Online at file.dos.pa.gov (the Department of State's Business Filing Services) |
| Fee (LLC) | $7 (same $7 applies to business corporations, LPs and LLPs; nonprofits file for $0) |
| First year required | 2025 — this replaced the old once-a-decade decennial report |
| Newly formed LLC | Nothing is owed in the year you form. The Department's rule is general: "A company's first annual report is due the year following its formation in Pennsylvania or its initial foreign registration." An LLC formed at any point in 2025 therefore had its first report in the 2026 cycle; one formed in 2026 files its first in 2027. |
| Consequence of non-filing | No dissolution for reports due in 2025 or 2026 (grace period). Starting with reports due in 2027, a missed report leads to administrative dissolution / termination / cancellation six months after the due date. |
The deadline depends on your entity type — this is the #1 mix-up. Pennsylvania staggers the annual report across the year: corporations (business and nonprofit) file by June 30, LLCs by September 30, and limited partnerships, LLPs and other filing associations by December 31. If you hold more than one kind of entity, you have more than one date.
Pennsylvania's old decennial report ran on a ten-year clock tied to years ending in the digit "1" (2011, 2021, and so on). Because it fired so rarely, most owners never built a habit around it — many never filed one at all in the life of their business. Act 122 swaps that for an every-year filing, and the danger isn't the difficulty or the cost — at $7 it's among the cheapest annual reports in the country — it's the awareness. An LLC that has quietly existed since 2018 now has a September 30 obligation that simply did not exist before 2025, and nothing about running the business day-to-day surfaces it. This is a classic "the rule changed and no one told the small operator" situation.
The LLC annual report for the 2026 calendar year runs on the standard window: filing opens January 1 and the cycle closes September 30, 2026 — a date that, depending on when you are reading this, may already have passed. Both cases are answered below.
Two filings people mistake for this one. The annual report is not the federal Corporate Transparency Act BOI report — different law, different agency (FinCEN, not the Department of State), and the Department states that federal CTA rules and court cases "do not affect the Pennsylvania annual reporting requirement." It is also not the Certificate of Annual Registration [DSCB:15-8221/8998], which was not replaced by the annual report and is still required of every domestic or foreign LLP, LLLP and restricted professional company (PLLC) in existence on December 31 of any year — due on or before April 15 each year, with its own fee. If you run a PLLC or an LLP in Pennsylvania you owe both filings, on two different dates.
The annual report is a confirmation filing, not a tax return. You provide the entity's name and jurisdiction of formation, the registered office address (or the name of the entity's Commercial Registered Office Provider), the principal office address, the name of at least one governor (for an LLC, a member or manager), and the names and titles of the principal officers, if any. If nothing has changed since formation, you're confirming what's already on file — which is the point of an annual report.
Here's the part to circle. Beginning with annual reports due in 2027, an association that fails to file will be subject to administrative dissolution (or termination/cancellation, depending on entity type) six months after the due date. For an LLC, a report not filed in the 2027 cycle puts the entity on track for administrative dissolution roughly six months after that cycle's September 30 close. [Inference — the Department states the six-month rule; applying it to the LLC date is arithmetic, not a published date.]
What that costs is now knowable rather than vague, and the money is the smallest part of it:
| Item | Fee |
|---|---|
| Application for Reinstatement — filed online | $35 |
| Application for Reinstatement — filed on paper | $40 |
| Each missing annual report | $15 |
There is no time limit on reinstatement for a domestic filing entity, and reinstatement relates back — it is effective as of the date of the administrative dissolution, so the gap is treated as though it never happened. Two exceptions swallow a good deal of that comfort: the entity's name, if someone else took it in the interim, and the rights of anyone who relied on the dissolution while it was on the record.
The asymmetry that catches out-of-state LLCs. Everything above describes a domestic Pennsylvania entity. A registered foreign association whose registration is administratively terminated cannot reinstate at all — the Department is explicit that it "may not cure retroactively by reinstating, but instead must reregister by submitting a new Foreign Registration Statement." The re-registered company receives a new entity number, and the fix does not relate back, so the period of termination stands as a real gap in the record. Same missed $7 filing, materially worse outcome, purely because of where the LLC was formed.
And in both cases the name goes first: during administrative dissolution, termination or cancellation the association's name "is made available to any other filing association." If another company takes it, that company keeps it and the original must choose a new name. For a business trading under its entity name, that is the expensive consequence — not the $35.
Building the September 30 habit now, during the grace window, is what keeps you out of that pipeline entirely.
1. The notice never reaches you. The Department mails a postcard to the registered office address of every association that owes a report, at least two months before its deadline. Two wrinkles decide whether you actually see it. Postcards go only to registered offices that are street addresses — if you use a Commercial Registered Office Provider, the CROP instead receives an Excel list of the companies it represents, and it is then up to the CROP to pass the notice along. And the Department is blunt about where the risk sits: failure by the Department to deliver notice, or by any party to receive it, "does not relieve the association of the obligation." You can also add one or more email addresses for courtesy notifications through the online portal, which is the cheapest insurance available here.
2. You think the company is already closed, and it isn't. If an entity has genuinely terminated — status shown as "Inactive" in any variation at the Department's business search — no annual report is required. The trap is a company that feels closed. Filing an out-of-existence affidavit (REV-238) with the Department of Revenue does not close you at the Department of State: the Department states plainly that the two departments' records "are not linked," and an entity that has filed REV-238 stays Active on State records until it also files Articles of Dissolution or a Certificate of Termination. Until then it is an active association that owes annual reports. If you are not sure which you are, the business search is the authoritative answer and it is free.
Pennsylvania is unusual precisely because the obligation is new — most states have required annual (or biennial) reports for years, so the risk here is awareness, not difficulty. Contrast it with Florida, where a single May 1 date carries a flat, non-waivable $400 late fee, or Texas, which has no Secretary of State annual report at all and runs a May 15 franchise-tax filing instead. If your entity spans states and you're unsure which obligation is even an "annual report" versus a tax, start with franchise tax vs. annual report, explained. And if you've already blown a deadline in any state, the recovery path is in what to do if you missed your annual report.
Pennsylvania's rule changed — don't let it catch you in 2027. EntityMinder puts your September 30 PA deadline (and the June 30 / December 31 dates if you hold other entity types) on one calendar with reminders well ahead of each date, across every state you operate in. The beta waitlist is open; planned pricing is $9/month.
Try EntityMinder free →A note on one inconsistency in the official page. Reviewed in full on September 1, 2026, the Department's Annual Reports page gives the non-corporate deadline as December 31 in both its deadline table and its FAQ prose, but one FAQ bullet on the same page renders it as "Dec. 3". We have used December 31 throughout, because it is the figure the source states twice and in full. Flagged here rather than quietly resolved so you can see the discrepancy exists before you rely on either number; if you file in that class, confirm the date directly with the Department.