Pennsylvania Act 122


Pennsylvania Act 122 became effective January 2, 2023, amending Title 15 of the Pennsylvania Consolidated Statutes dealing with Corporations and Unincorporated Associations. Act 122 repealed PA’s 10-year (decennial) reporting requirement for entities organized or authorized to do business in the Commonwealth and replaced it with an annual reporting requirement that will begin in January 2024.

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Why Did Pennsylvania Update Act 122?

For years, Pennsylvania had been the only state not requiring entities to file an annual or biennial report confirming their continued existence. This new annual report requirement enables the Bureau of Corporations and Charitable Organizations (Corporation Bureau) to positively identify entities that are currently operating. The Corporation Bureau estimates it has hundreds of thousands of entities that are no longer operating.

Who Does Act 122 Affect?

The requirement will apply to most entities formed under the laws of Pennsylvania that file with the Corporation Bureau and all non-PA businesses registered or qualified to do business in the Commonwealth. To speak with Pennsylvania business lawyers, please call MBM Law: (412) 242-4400

When Does Pennsylvania’s Act 122 Go Into Effect?

No annual report is required in 2023, but starting in 2024 businesses must file annual reports based on the type of entity doing the filing.

  • Corporations must file by July 1
  • Limited Liability Companies (LLC) must file by October 1 • All other entities must file by December 31

Act 122 Consequences

Failure to file an annual report during the phase-in period which ends January 4, 2027, will result in penalties. With respect to annual reports required after January 4, 2027, not being filed, the entity will be subject to dissolution. Business Corporations, non-profit corporations, LLCs, limited partnerships, and professional corporations can contact the Business Law Group at Maiello Brungo & Maiello to start their report filing now.

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John Prorok

John Prorok possesses an invaluable understanding of privately held business owners’ needs in business planning, corporate formation, and transactions. He frequently speaks and counsels emerging and start‐up enterprises, offering insightful legal strategies toward success.