Pennsylvania: LLC Annual and Biennial Report Requirements

verified against the statute 2026-07-16 3 statute sources

The short answer

This is new for Pennsylvania. Act 122 of 2022 scrapped the old once-a-decade 'decennial' report and, starting in 2025, requires most LLCs to file an Annual Report (Form DSCB:15-146) with the Department of State. For an LLC the window is January 1 to September 30 each year, the fee is $7, and it is filed online at file.dos.pa.gov. There is a grace period: missing the report will not dissolve your LLC in 2025 or 2026, but beginning with reports due in 2027, a nonfiling LLC faces administrative dissolution six months after the deadline.

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This is the general rule in Pennsylvania. Ezel applies current Pennsylvania law to your specific facts and answers with citations to the statutes.

Periodic report obligationYes — an Annual Report (Form DSCB:15-146) filed with the Pennsylvania Department of State. This is new: Act 122 of 2022 repealed Pennsylvania's once-a-decade decennial report and replaced it, beginning in 2025, with an annual report for most entities, including domestic LLCs and all registered foreign associations (15 Pa.C.S. § 146)
Frequency and first reportAnnual. The requirement began January 1, 2025; each LLC that is active on the Department's records files once per calendar year. A newly formed or newly registered LLC generally begins filing the calendar year after it forms or registers
Due date and filing windowFor LLCs the window is January 1 – September 30 each year. The deadline is staggered by entity type — corporations file January 1 – June 30, and limited partnerships, LLPs, business trusts, and professional associations file January 1 – December 31 — but an LLC's deadline is September 30 (Pennsylvania Department of State)
Filing office and methodPennsylvania Department of State, filed online at file.dos.pa.gov. Online filing is strongly recommended and is automatically approved within minutes, so there are no expedited-service options. The report must be 'signed by the entity or association' (15 Pa.C.S. § 146(a)); the Department does not verify who signed
Required informationBusiness name; jurisdiction of formation; registered office address; principal office address; the name of at least one governor (for an LLC, a manager or a member with material management responsibility); the names and titles of the principal officers, if any; and the entity number issued by the Department of State (15 Pa.C.S. § 146). Filing the annual report can itself update the registered-office information on file
Filing fee and related charges$7 for an LLC (also for business corporations, LPs, and LLGPs); $0 for a nonprofit corporation and for any LLC or LP with a not-for-profit purpose (Pennsylvania Department of State, as of 2026-07-16). This annual report does not replace a restricted professional company's separate Certificate of Annual Registration, which is due April 15
Late fee and delinquencyNo stated late fee; the consequence is a path to administrative dissolution, and Pennsylvania is in a transition period. For 2025 and 2026, failure to file does NOT trigger dissolution. Beginning with annual reports due in 2027, an LLC that fails to file becomes subject to administrative dissolution (domestic) or termination of registration (foreign) six months after the due date, plus loss of the exclusive right to its name (Act 122; Pennsylvania Department of State)
Dissolution, reinstatement, and cureStarting with 2027 reports, a nonfiling domestic LLC is administratively dissolved six months after its September 30 deadline; while dissolved it may only wind up its affairs or seek reinstatement, and its name becomes available to others. A domestic LLC may reinstate at any time, with no time limit, effective back to the dissolution date (except as to a name taken by another or a third party who relied on the dissolution), by paying a $35 online (or $40 paper) reinstatement fee plus $15 for each missed annual report. A foreign LLC cannot reinstate retroactively — it must file a new Foreign Registration Statement (Pennsylvania Department of State)

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Requirements one by one

Periodic report obligation

Pennsylvania just changed this rule, so ignore older guides. For decades, Pennsylvania was
the only state with no annual or biennial report — it required a "decennial" report once
every ten years. Act 122 of 2022 repealed the decennial report and, beginning in 2025,
requires most entities to file an Annual Report (Form DSCB:15-146) with the Department of
State under 15 Pa.C.S. § 146. Domestic LLCs and all registered foreign LLCs are covered.
Filing services that still describe Pennsylvania as a decennial state are out of date.

Frequency and first report

The report is annual, and the requirement started January 1, 2025. Any LLC that is "active"
on the Department's records must file once each calendar year. A newly formed or newly
registered LLC generally begins filing the calendar year after it forms or registers.

Due date and filing window

Pennsylvania staggers the deadline by entity type, and for an LLC the window is January 1
to September 30
. (Corporations file by June 30, and limited partnerships, LLPs, business
trusts, and professional associations file by December 31.) Note this carefully: some
secondary sources report the LLC deadline as September 1 or October 1, but the Department of
State's own table sets it at September 30.

Filing office and method

File with the Pennsylvania Department of State, online at file.dos.pa.gov. Online filing is
strongly recommended — the form pre-populates with your entity's current details and is
automatically approved within minutes, which is why there are no expedited-service options.
The report must be "signed by the entity or association" (15 Pa.C.S. § 146(a)), and the
Department does not examine whether the right person signed.

Required information

The annual report is short. Under 15 Pa.C.S. § 146 it states the business name; the
jurisdiction of formation; the registered office address; the principal office address; the
name of at least one "governor" (for an LLC, a manager or a member with material management
responsibility); the names and titles of the principal officers, if any; and the entity
number the Department issued. Filing the report can also serve to update the registered-office
information already on file.

Filing fee and related charges

The fee is $7 for an LLC — the same as for business corporations, LPs, and LLGPs. There is
no fee for a nonprofit corporation or for any LLC or LP with a documented not-for-profit
purpose. One thing the annual report does not replace: a restricted professional company's
separate Certificate of Annual Registration, which is still due by April 15.

Late fee and delinquency

There is no separate late fee, and — importantly — Pennsylvania built in a grace period. For
2025 and 2026, failing to file does not dissolve your LLC. That changes with the 2027
cycle: "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," along with loss of the
exclusive right to the company's name.

Dissolution, reinstatement, and cure

Once enforcement begins, a domestic LLC that skips its September 30 deadline is
administratively dissolved six months later. While dissolved, the LLC may only wind up or
apply for reinstatement, and its name is released for anyone else to take. The way back for a
domestic LLC is generous on timing: it may reinstate "with no limitation on the period of
time," effective back to the dissolution date (except as to a name someone else took or a
third party who relied on the dissolution). Reinstatement costs $35 online (or $40 on
paper) plus $15 for each missed annual report
. A foreign LLC gets no retroactive cure — it
must reregister with a new Foreign Registration Statement.

What trips people up

  • Thinking Pennsylvania still uses the decennial report. It doesn't. Since 2025 it is an
    annual report (15 Pa.C.S. § 146); the ten-year decennial filing was repealed by Act 122 of
    2022.
  • Using the wrong deadline. For an LLC the window is January 1 to September 30 — not
    June 30 (that's corporations) and not December 31 (that's LPs and several other types).
    Secondary charts that say September 1 or October 1 are wrong; the state says September 30.
  • Panicking about dissolution in 2025 or 2026. There is a transition period. Missing the
    report in 2025 or 2026 does not dissolve your LLC. Real dissolution risk starts with the
    2027 cycle.
  • Assuming a dissolved LLC is lost. A domestic LLC can reinstate at any time (no deadline),
    back-dated to the dissolution — but you pay $35 plus $15 per missed report, and you can lose
    your name. A foreign LLC cannot reinstate at all; it must reregister from scratch.

Common questions

Do I really have to file something every year now in Pennsylvania?
Yes. Since 2025, an LLC must file an annual report (Form DSCB:15-146) with the Department of
State, replacing the old once-a-decade decennial report (15 Pa.C.S. § 146).

When is my Pennsylvania LLC's annual report due and what does it cost?
For an LLC, between January 1 and September 30 each year, for a $7 fee, filed online at
file.dos.pa.gov.

What happens if I don't file it this year?
For 2025 and 2026, nothing dissolves your LLC — it is a transition period. Starting with the
2027 report, failing to file leads to administrative dissolution six months after the
deadline and loss of your name.

My Pennsylvania LLC was dissolved for not filing — can I get it back?
A domestic LLC can reinstate at any time, effective back to the dissolution date, by paying
$35 (online) plus $15 for each missed report. A foreign LLC cannot reinstate and must
reregister with a new Foreign Registration Statement.

Statutes and sources

Source links

Every statute quoted above, linked, with the date we checked it.

15 Pa.C.S. § 146 · accessed 2026-07-16
This page is general legal information about state-law periodic-report requirements for a limited liability company, not legal advice about a particular company, deadline, fee, or delinquency. Filing fees, due dates, online-filing rules, and enforcement dates are set by the filing agency and change more often than the underlying statute, so confirm the current fee and window on the official portal before you file. A foreign (out-of-state) LLC may face a different rule than a domestic one. Filing a late or reinstatement report does not by itself erase unpaid taxes or penalties, restore a lapsed business or professional license, or undo contract or lawsuit consequences that arose while the company was delinquent. Verified against the official statute and agency text on the date shown; confirm current law and filing instructions or consult a licensed attorney or the filing office before relying on it.

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