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Pennsylvania's Annual Report: Dissolution for a Missed Filing Starts With 2027 Reports. What It Means If You Own Several Entities

Pennsylvania replaced its once-a-decade report with a $7 annual one in 2025, and for two years the law attached no dissolution to a missed report. That transition ends with the reports due in 2027. Each entity files its own report, the window depends on the entity type, and an out-of-state LLC that loses its Pennsylvania registration cannot reinstate it.

Last reviewed: October 6, 2026 · General information, not legal advice

The short version, as of October 2026

• Who files. The Department of State lists Pennsylvania corporations, LLCs, limited partnerships, limited liability partnerships, electing partnerships, professional associations and business trusts, plus "All registered foreign associations." Fictitious names and general partnerships that are not LLPs do not file.
• How much. $7 per report, and $0 for nonprofit corporations and for LPs or LLCs "with a not-for-profit purpose." We found no late fee for the report itself on the Department's page, in its fee schedule, or in 15 Pa.C.S. § 153 (archive copy).
• When. LLCs, Pennsylvania and out-of-state alike: January 1 to September 30, every year. A new entity's first report "is due the year following its formation in Pennsylvania or its initial foreign registration," so one formed or registered in 2026 first files in 2027.
• What changes. In the Department's words: "Beginning with Annual Reports due in 2027, associations that fail to file annual reports in the 2027 calendar year will be subject to administrative dissolution/termination/cancellation six months after the due date of the Annual Report."
• 2025 and 2026. The report has been required since 2025, but under § 381(b) (archive copy) the dissolution rule "applies with respect to annual reports due on or after January 4, 2027." Section 419(e) sets the same date for terminating an out-of-state registration.

Older pages may still describe the decennial report. The Department says that requirement "has been repealed."

Three filing windows, by entity type

The report is filed entity by entity. Section 146(c) (archive copy) sets the deadline by type: "before July 1" for corporations, "before October 1" for LLCs and "on or before December 31" for any other association. The Department publishes these as three windows, the same for Pennsylvania and out-of-state entities.

Windows and fees are the Department's, as of October 2026; the last column is our arithmetic, not a date it publishes. Ten for-profit entities pay $70 a year.

What the statute adds to "six months after the due date"

The Department's sentence is a summary. The sections behind it, all in the archive copy of Title 15, describe three steps.

1. Six months. The Department "may commence a proceeding" to dissolve a Pennsylvania entity that "does not deliver an annual report to the department within six months after the annual report is due" (§ 381(a)). For a registered out-of-state association, the same six months is a ground for terminating its registration (§ 419(a)(3)).
2. A notice. For a Pennsylvania entity it goes to the registered office and to "the address of the entity's principal office as shown in its most recently filed annual report" (§ 382(a)).
3. At least 60 more days. If the report is still not delivered "within 60 days after delivery of the notice," the Department files a statement of administrative dissolution whose effective date "shall not be less than 60 days after the date of delivery of the notice" (§ 382(b)). For an out-of-state association, the termination takes effect "no less than 60 days after the date the department delivers the copy," and the registration ceases on that date "unless before that date the association cures each ground for termination stated in the notice" (§ 419(c) and (d)).

A caveat. We found no official page with calendar dates for 2028. On our reading, for an LLC report due by September 30, 2027 the six months run to about the end of March 2028, and a notice delivered then could not take effect before about the end of May 2028. That is arithmetic on the statute, not a schedule: the statute uses the word "may," sets no date by which the Department must act, and sends the notice to the addresses on file. Neither period is extra time to plan around. The report is due by September 30.

Pennsylvania entity or out-of-state registration: what can be undone

It depends on where the entity was formed. Quotations in this section are from the Department's page unless a section number is given.

• Formed in Pennsylvania. While dissolved, the entity "may only engage in activities necessary to wind up and liquidate OR apply for reinstatement" and "will not be able to obtain a subsistence certificate." It can reinstate "with no limitation on the period of time": $35 online or $40 on paper, plus $15 for each annual report not previously paid. Under § 383(c) (archive copy), reinstatement relates back to the date of the dissolution, with exceptions for the name and for the rights of anyone who relied on the dissolution, and the entity's activities in the meantime "are valid as if the administrative dissolution had never occurred."
• Formed elsewhere, registered in Pennsylvania. The association "may not cure retroactively by reinstating, but instead must reregister by submitting a new Foreign Registration Statement," and it gets a new entity number. The fee schedule lists $250 for a foreign LLC's registration. Section 411 (archive copy) is the general rule for an out-of-state association that does business in Pennsylvania without being registered: it "may not maintain an action or proceeding in this Commonwealth." The same section says the failure to register "does not impair the validity of a contract or act" of the association, and that a limitation on the liability of an interest holder or governor "is not waived solely because" it does business there without registering. How § 411 applies after a termination is a question for an attorney. More in foreign LLC annual reports.
• The name, in both cases. During the dissolution or termination the name "is made available to any other filing association." If another association takes it, that one "may keep the name," and the one coming back "must choose a new name."
• Partnerships. For a Pennsylvania LLP whose registration is cancelled, the Department says the entity "continues as a domestic general partnership but loses its limited liability status." Its page makes no statement of that kind about LLCs.

Details that matter more when you own several

1. Three windows in one portfolio. An owner with a Pennsylvania corporation, an LLC and a limited partnership has three deadlines: June 30, September 30 and December 31. LLPs, LLLPs and restricted professional companies also still file the separate Certificate of Annual Registration "on or before April 15 of each year"; the annual report "does not replace" it.
2. The state's notice may go to your registered office provider. The Department mails a postcard to the registered office at least two months before the deadline. Where that office is a commercial provider, "CROPs will not be mailed postcards, but instead will receive Excel files with lists of the associations represented by that CROP. It is then up to the Commercial Registered Office Provider to provide notice of the annual report to the represented company." Not receiving a notice "does not relieve the association of the obligation to make the annual report filing." Each association can add "one or more emails" for courtesy notifications. More in registered agent vs. compliance calendar.
3. An entity you stopped using still files while it is "Active." If the status on the Department's business search is "Active" or any variation of it, "annual reports are required." An out-of-existence affidavit (REV-238) filed with the Department of Revenue does not change that: the association "is not automatically made Inactive on Department of State records."
4. You can check each one. The Department's public search shows "whether the association is compliant with annual reporting requirements." It recommends filing online at file.dos.pa.gov, where "No PIN access is required to file an Annual Report."

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