Congratulations on starting your new business! As you continue to operate your company, you need to let the state know that you’re still up and running. That’s what the Pennsylvania decennial report is for.
You will have different filing requirements based on whether your business is a corporation or limited liability company (LLC), but the ultimate purpose is the same. The decennial report informs the state and the public that your business still exists and you still claim exclusive rights to its name and trademarks. It also keeps your contact information current and preserves the liability protections that come with operating through a business entity like an LLC or corporation.
Compared to starting a business in Pennsylvania, filing the decennial report is fairly simple, especially when you do it online. The best part is that it only comes up every 10 years, but that can make it easy to forget. This article will help you understand the Pennsylvania decennial report, how to file it, and why it’s important.
The Pennsylvania decennial report, or “Decennial Report of Continued Association Existence,” is how the state keeps your contact information current and establishes that your business continues to exist and operate under the same name. It is also a public document that’s available online, and it serves as notice to protect the rights to your entity’s name.
According to Pennsylvania law, all domestic and foreign corporations, non-profit corporations, limited liability companies (LLCs), limited partnerships, limited liability partnerships (LLPs), and business trusts must file a decennial report.
You will file your decennial reports with the Pennsylvania Department of State (DOS), either online or by mail.
Both LLCs and corporations must use Form 54-503 to file their decennial reports in accordance with state law. The filing requirements are the same for both.
To file online, log in to the Pennsylvania business hub and follow the instructions. You’ll first need to create a Keystone Login for your business if you don’t already have one. This is a unified system adopted by all agencies of the Commonwealth of Pennsylvania as of 2020.
Keystone Login replaces the old PennFile system. If you have an account there, you’ll need to create a Keystone Login first and then log into PennFile one last time to synchronize the accounts.
If you want to file by mail, you can print out your Form 54-503 and mail it with a check to:
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722
You can’t file by email or fax, but if you are filing on paper, you can provide an email address and more quickly receive confirmation of a successfully filed report.
The phone number for the Bureau of Corporations and Charitable Organizations is (717) 787-1057.
For all Pennsylvania LLCs and corporations, operating for profit and as nonprofits, you’ll file the decennial report every decade in the year that ends in the numeral 1 (e.g., 2021, 2031, etc.). You can file anytime during the filing year. The due date is Dec. 31 of the due year.
So if you started your business Jan. 2, 2022, you’ll go nearly nine years before you have to worry about decennial reports.
If, during the decennial report filing year, you need to update your registered business address, you can do this in the decennial report. Outside the decennial report filing year, you’d need to file separate Articles of Amendment (for corporations) or a Certificate of Amendment (for LLCs) to do this.
Fortunately, this means you don’t have to file the decennial report the next time it is due. If you started your company or filed Articles of Amendment or a Certificate of Amendment at any time during the ten years before a due date (e.g., between Jan. 1, 2022, and Dec. 31, 2031), that counts as your report of continued existence for that decade, and you don’t need to file again.
For the decennial filing year 2011, the Pennsylvania Bureau of Corporations and Charitable Organizations website published a database of the Pennsylvania companies that needed to file decennial reports from November 2010 to September 2012. The bureau may follow a similar practice in the future.
The bureau also sends decennial report reminders to all entities that are required to file on or before Nov. 1 of the year before they are due. However, failure to receive a reminder doesn’t absolve you of the responsibility to file.
But don’t attempt to file your decennial report too early. If you obtain a Form 54-503 before a scheduled decennial filing year, it will most likely be obsolete, with dates hardcoded to the previous decennial filing year. If you file an outdated Form 54-503, it may not be accepted. Typically, the Pennsylvania Bureau of Corporations and Charitable Organizations won’t make the updated Form 54-503 available until Dec. 30 of the year before the decennial filings are due.
The filing fee is $70. If you’re paying by check, it must be a check pre-printed with your business name.
Expedited services are available for the following additional costs:
You must request expedited service in person.
If you’ve missed the filing deadline, you can still file late for the same amount. The Commonwealth of Pennsylvania does not charge late fees.
As mentioned, if you filed Articles of Amendment for a corporation or a Certificate of Amendment for an LLC during the 10 years before a decennial filing year, you do not need to file a decennial report. The cost for filing for a Certificate of Amendment is also $70.
For both LLCs and corporations in Pennsylvania, the requirements are the same. The form requires:
By filing the decennial report, you attest that:
When you receive confirmation of your Decennial Report of Association Continued Existence, you continue to have the right to use your business name for the next 10 years. The report also becomes available to the public through the Department of State’s business entity name search.
If you miss the deadline to file your Pennsylvania decennial report, your business can continue to operate and continues to exist as an entity. However, you won’t have exclusive use of your business name until you file. Per statute, the commonwealth of Pennsylvania will hold your business in an unregistered status. You can reinstate it by filing your decennial report, as long as nobody else has claimed your business name by then.
If you aren’t certain about the status of your Pennsylvania business, you can obtain a Certificate of Good Standing or Subsistence to indicate that you are current on your filings.
You can find many answers on the state’s FAQ page for decennial filings. If you don’t see your questions addressed there, you can contact customer service for the Bureau of Corporations and Charitable Organizations.
It costs $70 to file the Pennsylvania decennial report.
Once you enter delinquency on your decennial report, your business continues to exist as an entity, but you have lost exclusive use of your business name. Another entity may legally adopt your name. If this has happened, you won’t be able to file your decennial report under the old name because it now belongs to the other entity. You’ll have to find a new name and file Articles of Amendment (for corporations) or a Certificate of Amendment (for LLCs).
If no other entity has claimed your business name, there’s little consequence to filing late. Once you file, you’ll restore your company’s good standing or subsistence for the next decade. Still, it’s best not to risk losing exclusive use of a name that your clients and customers have come to know and trust.
If you don’t care about exclusive use of your business entity name, nothing will happen. You can continue to operate in the commonwealth of Pennsylvania. Still, another entity can legally incorporate under your business name.
Yes, you can change the registered address of your office with the decennial report. For other changes, you’ll have to file Articles of Amendment (for corporations) or a Certificate of Amendment (for LLCs). Filing an amendment will substitute for your decennial report filing the next time it is due.
If your business has ceased operation and you no longer claim exclusive use of the entity name, you can file Form 15-1977/5977 (Articles of Dissolution) for your corporation or Form 15-8872 (Certificate of Dissolution) for your LLC.
No. You pay your corporate or personal Pennsylvania income tax to the Department of Revenue, and generally these taxes are due every year (consult your tax advisor).
If you have questions about your company’s decennial filing or about filing in general, you can contact customer service for the Department of State’s Bureau of Corporations and Charitable Organizations at (717) 787-1057 or at RA-CORPS@pa.gov.
This is the number issued by the Pennsylvania Department of State when you formed your business. It is distinct from your company’s federal employer ID number (FEIN), which is issued by the IRS. If you don’t know your business entity ID, you can find it by searching for your company on the Department of State website.
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