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Partnership Annual Report Postcard

April 4, 2023

By Raymond M. Roberts, Esquire

Did you receive this Postcard from the Pennsylvania Department of State?

PA Dept of State postcard back

A recent “reminder” postcard mailing from the Pennsylvania Department of State that was intended to notify all Limited Liability Limited Partnerships of the obligation to file a Certificate of Annual Report was inadvertently sent to all domestic and foreign limited partnerships as well.  As a result of this error at the Pennsylvania Department of State, domestic and foreign limited partnerships across the Commonwealth recently received an official notice by postcard that reads:

The records of the Department of State’s Bureau of Corporations and Charitable Organizations (Bureau) indicate that your company is a domestic or foreign Limited Liability General Partnership (LLGP), Limited Liability Limited Partnership (LLLP) or a Restricted Professional Limited Liability Company (RPC/PLLC) that was in existence on December 31, 2022.  Pursuant to 15 Pa.C.S. § 8221 and § 8998, the company is required to file a Certificate of Annual Registration [DSCB:15-8221/8998] on or before April 15, 2023.

This filing also requires a payment of $610 per partner.  The postcard goes on to advise of monetary penalties and liens if the report is not filed.

Limited Partnerships are NOT required to file a Certificate of Annual Report.  The Certificate of Annual Report is required for “professional” entities, such as doctors’, accountants’ and attorneys’ organizations that were established as restricted professional limited liability entities.  So, for those limited partnerships that were organized as holding companies for real estate, or as operating entities for businesses, they are not required to file the Certificate of Annual Report.

It should be noted, however, that beginning in 2024, all entities formed in Pennsylvania and all foreign entities registered to do business in Pennsylvania, will be required to file annual reports with the Pennsylvania Department of State.  The annual deadline is determined by the entity type: (a) corporations (both for profit and nonprofit) must file before July, 1, 2024; (b) limited liability companies must file before October 1, 2024; and (c) all other entities must file on or before December 31, 2024.

If you have any questions or are not sure if you are required to file a Certificate of Annual Report in 2023, please feel free to contact us online or at 412-338-1184.

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