Nonprofit Corporation Administrative Dissolution and Reinstatement in Pennsylvania
At a glance
| Entity and agency | 15 Pa.C.S. §§ 146, 381–384; Department of State; domestic nonprofit is a domestic filing entity under the annual-report and administrative-dissolution scheme. |
|---|---|
| Report, fee, or tax failure | Annual report due before July 1 under § 146(c)(1). § 381 ground arises when report remains unfiled six months after due, but applies only to reports due on/after 2027-01-04. |
| Agent and other grounds | The § 381 administrative-dissolution ground is a missed annual report; report states registered office and principal office (§§ 146(a), 381(a)). |
| Notice and cure | Department sends notice to registered and last-reported principal offices; 60 days after delivery to file or demonstrate prior filing (§ 382(a)–(b)). |
| When status changes | Department files statement of administrative dissolution with effective date no earlier than 60 days after notice delivery (§ 382(b)(1)); § 381 deferred to reports due 2027-01-04 or later. |
| Powers afterward | Corporate existence continues only for winding up, liquidation, or reinstatement; governors remain in office and may wind up or apply (§ 382(d)). |
| Reinstatement window | Administratively dissolved entity may apply with fee; §§ 383–384 state no outer application deadline. |
| Filings, payments, and name | Application states entity name, offices, and either absence of ground or attaches latest unfiled report with required report payments; substitute available name if needed (§ 383(a)). |
| Effect and review | Reinstatement generally relates back, subject to reliance rights and name change; rejection requires reasons and points to court review (§§ 383(c), 384). Ground starts with reports due on/after 2027-01-04 (§ 381(b)). |
Requirements one by one
The current report duty and future dissolution ground
15 Pa.C.S. § 146(c)(1) requires a domestic nonprofit corporation's annual report before July 1 each year. The report states its name, offices, a governor, principal officers, and entity number. The administrative-dissolution ground in § 381(a) arises if a domestic filing entity does not deliver a report within six months after it is due. Subsection (b) expressly limits that ground to reports due on or after January 4, 2027. Thus the report duty is current, while that dissolution consequence is future-effective for the specified reports.
Notice and effect once the ground applies
Under § 382(a)–(b), the department delivers notice to the entity's registered and most recently reported principal offices. The entity then has 60 days after delivery to file the report or show it was delivered. If it does neither, the department files a dissolution statement whose effective date cannot precede the 60-day point. The corporation continues to exist but is limited to winding up, liquidation, or applying for reinstatement under subsection (d).
Reinstatement
§ 383(a) permits an application with the reinstatement fee, current offices and name, and either a statement that the ground did not exist or the most recent unfiled report with required report payments. Reinstatement generally relates back, but § 383(c)(5) preserves rights arising from reliance on the dissolution. Under § 384, the department must explain a rejection or failure to act within the specified period; the section points to judicial review.
What trips people up
Pennsylvania began annual reporting before the dissolution ground became available. Section 381(b) limits its administrative-dissolution ground to reports due on or after January 4, 2027. Check the report’s due date before applying that ground.
Common questions
Is the corporation gone entirely while administratively dissolved?
No. Section 382(d) continues its existence for winding up and an application for reinstatement, with governors remaining in place.
Does reinstatement erase every intervening consequence?
No. Section 383(c)(5) preserves rights a person acquired in reliance on the administrative dissolution before reinstatement became effective.
Statutes and sources
- 15 Pa.C.S. § 146, official current chapter, accessed September 28, 2026. Subsection (c)(1) says “before July 1” for a nonprofit corporation.
- 15 Pa.C.S. §§ 381–384, official current chapter, accessed September 28, 2026. Section 381(b) says the ground applies to reports due “on or after January 4, 2027.”
Source links
Every statute quoted above, linked, with the date we checked it.
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