A decennial report was a once-every-ten-years business filing that Pennsylvania used to confirm registered entities still existed, and it no longer exists. Pennsylvania was the only state that ever required one, and it eliminated the filing effective 2025, replacing it with an annual report similar to what most other states require.1Pennsylvania Department of State. Business Reports If you’ve been told you need to file one, you don’t. What you likely need to file instead is Pennsylvania’s annual report.
What the Decennial Report Was For
Pennsylvania required most registered business entities to file a short report every ten years confirming they were still in operation. The point was housekeeping: companies that had quietly shut down without formally dissolving would miss the filing, which signaled to the state that their names could be released for other businesses to use. The report itself was simple, asking for little more than the entity’s name, address, and confirmation that it still existed.
The ten-year cycle was the outlier. Every other state that requires periodic filings uses an annual or biennial schedule, so a Pennsylvania entity could go a full decade without updating its information. That long gap left the registry outdated for years at a stretch, and it is the main reason the system was scrapped.
What Replaced It
Governor Wolf signed Act 122 of 2022 into law on November 3, 2022, repealing the decennial requirement and replacing it with an annual report obligation that took effect in 2025.1Pennsylvania Department of State. Business Reports The change brings Pennsylvania in line with nearly every other state and gives the Department of State a yearly checkpoint rather than a decade-long one.
The fee is $7 for most business entities. Nonprofit corporations and any limited partnership or LLC organized for a not-for-profit purpose pay nothing.2Pennsylvania Department of State. Annual Reports
Who Has to File the Annual Report
The requirement covers both domestic entities formed in Pennsylvania and foreign entities registered to do business there. The following must file:2Pennsylvania Department of State. Annual Reports
- Business corporations (domestic and foreign)
- Nonprofit corporations (domestic and foreign)
- Limited liability companies (domestic and foreign)
- Limited partnerships and limited liability limited partnerships (domestic and foreign)
- Limited liability general partnerships (domestic and foreign)
- Professional associations (domestic and foreign)
- Business trusts (domestic and foreign)
- Electing partnerships that are not limited partnerships
Sole proprietorships, general partnerships that aren’t limited liability partnerships, fictitious name registrations, financial institutions, credit unions, and name reservations do not file.2Pennsylvania Department of State. Annual Reports
Deadlines
Due dates depend on entity type:2Pennsylvania Department of State. Annual Reports
- Corporations (business and nonprofit): January 1 through June 30
- LLCs: by September 30
- Limited partnerships, limited liability partnerships, business trusts, and professional associations: anytime during the calendar year
What the Report Asks For
The form collects basic identifying information:
- Business name
- Jurisdiction of formation
- Registered office address in Pennsylvania
- Principal office address, if different
- Name of at least one governor (director, member, manager, or general partner, depending on entity type)
- Names and titles of principal officers, if any
- Entity number issued by the Pennsylvania Department of State
The report must be signed by someone with authority over the entity: an officer or director for a corporation, a member or manager for an LLC, a general partner for a limited partnership.
How to File
File online through Pennsylvania’s Business Filing Services portal at file.dos.pa.gov.2Pennsylvania Department of State. Annual Reports Create an account if you’re new, search for your company by name, open the annual report form, fill in the fields, and pay the $7 fee by credit card. No PIN is required. Once the filing is processed, the form and an acknowledgment letter are available for immediate download. Keep the confirmation with your records.
What Happens If You Miss It
Pennsylvania is phasing in enforcement. The first annual reports became due in 2025, but the real consequences start with reports due in 2027. Beginning that year, entities that fail to file will face administrative dissolution (for domestic entities), administrative cancellation (for domestic limited liability partnerships), or administrative termination of registration (for foreign entities) six months after the filing deadline passes.2Pennsylvania Department of State. Annual Reports
Administrative dissolution doesn’t instantly erase your business, but it freezes normal operations. You lose good standing, which means you can’t obtain a certificate of good standing. Lenders treat that as a red flag and may deny financing. A dissolved entity often cannot bring a lawsuit until it restores its status. The entity also risks losing the exclusive right to its name, which other businesses can then claim.
The most serious risk is the potential loss of liability protection. An LLC or corporation exists partly to shield owners from personal responsibility for business debts, and that shield weakens when the state dissolves the entity. Owners who continue conducting business on behalf of a dissolved entity may face personal liability for the company’s obligations.
Reinstating a Dissolved Entity
If your entity has been administratively dissolved for non-filing, reinstatement generally follows a predictable path: identify which compliance failures triggered the dissolution, file all missed reports, pay all overdue fees and penalties, and submit a reinstatement application. Basic reinstatement filing fees typically run from $25 to $500, and the total cost climbs once back taxes, penalties, and interest are added in.
Time matters. States generally provide a window during which a dissolved entity can reinstate and recover its name. Once that window closes, the name becomes available for anyone else to register. If another business has already taken it, you’ll need to adopt a new one as part of the reinstatement, which can force rebranding costs on top of the filing fees. Catching a missed filing quickly is far cheaper than reassembling things after a dissolution.
If Your Business Is Outside Pennsylvania
You won’t encounter a decennial report anywhere else, but you almost certainly have an annual or biennial filing obligation with your state’s secretary of state. The purpose is the same thing the old decennial report did: confirm the business is still operating and that its registry information is current. Frequencies run annual to biennial, and fees range from a few dollars to several hundred depending on the state and entity type. Some states pair the filing with a franchise tax or business license renewal.
The consequences of non-filing look similar in most places. Miss enough filings and your entity loses good standing, then faces administrative dissolution, with the specific timelines and grace periods set by state law. Checking your secretary of state’s website for your own deadlines and fees is the single most effective way to stay compliant.