Key Takeaways

  • Only professional LLCs (PLLCs) and foreign LLCs rendering professional services in Pennsylvania must file a Certificate of Annual Registration.
  • This certificate is due by April 15 each year and is filed with the Department of State.
  • The fee is calculated per member and is expected to increase in the coming years.
  • Failure to file the certificate may result in penalties and administrative dissolution.
  • This certificate is not the same as Pennsylvania’s general annual report, which was reintroduced for other business entities starting in 2024.
  • PLLCs and foreign professional LLCs must file both if applicable.

PA Certificate of Annual Registration LLC is a requirement for any professional limited liability company (PLLC) or foreign LLC that engages in professional services to continue doing business in the state of Pennsylvania.

Forming an LLC in Pennsylvania

There are three ways to submit your docketing statement and articles of organization to the Pennsylvania Bureau of Corporations once you have completed these documents:

  • Online
  • Mail
  • In person

Filing online or through the mail requires payment of a $125 filing fee. Once this has been paid, your LLC will normally be approved to operate in the state within seven to 10 business days. If you choose to file in person, there will be an expedited processing fee assessed in addition to the normal $125 filing fee. It is worth noting that filing in person is the only method available if you need expedited service. Also, note that the expedited fee increases depending on how quickly you need your request to be processed:

  • Same day approval is available before 10 a.m. for an additional $100
  • Three-hour approval is available before 2 p.m. for an additional $300
  • One-hour approval is available before 4 p.m. for an additional $1,000

The easiest way to get expedited service is to arrive shortly after the bureau opens at 8 a.m. and request same-day processing for $100. If you don't need approval for your LLC the same day, it is recommended that you file online. However, if you simply can't wait a few days for your approval, filing your request in person is your best option.

Annual Filing Requirements in Pennsylvania

While many other states require companies to file annual reports, Pennsylvania does not have this requirement. However, your company will need to submit a Certificate of Annual Registration every year with the Department of State if:

  • The company is a professional limited liability company, or PLLC
  • The company is a foreign LLC that engages in professional services

Your Certificate of Annual Registration needs to be filed no later than April 15 each year and should be submitted directly to the Pennsylvania Corporation Bureau. This can be done via mail or online. Filing this certificate also requires payment of $520 multiplied by the total number of members in the LLC. For example, if your company has three members, the total annual fee would be $1,560.

In terms of income taxes, limited liability companies are usually set up as pass-through tax entities. In simple terms, this means federal tax liabilities pass through the company itself, and the individual members of the LLC are responsible for paying the taxes. This is true in most states, and Pennsylvania is no exception. Beginning in 2017, the state of Pennsylvania no longer required LLCs to pay the capital stock/franchise tax or file a Pennsylvania Corporate Tax Report (Form RCT-101) with the Pennsylvania Department of Revenue. For more information, you should contact the Department of Revenue or an attorney that is knowledgeable in these matters.

Some LLC owners choose to have their companies treated as corporations for tax reasons. This can be done by filing an IRS Form 2553 with the Internal Revenue Service. Unlike normal LLC scenarios, when a company chooses to be taxed in this way, it files a separate tax return from its members. Pennsylvania, like most other states, imposes corporation income taxes. The corporate tax rate in Pennsylvania is normally calculated at a flat rate of 9.99 percent of all taxable income that a company reports on its federal tax return, including applicable adjustments. This tax can be paid using Pennsylvania's corporation income tax return form, or Form RCT-101.

If your company has employees, you'll be required to pay related employer taxes. These taxes are paid on the federal and state level. The first thing you'll need to do is withhold employees' income taxes and then pay those taxes to the Department of Revenue. To begin, you'll need to register your company with the Department of Revenue. This can be done online or via mail by sending in a Form PA-100. Once you have registered, you'll be required to file your company's withholding taxes on one of the following schedules:

  • Semi-weekly
  • Monthly
  • Quarterly

You will also be required to reconcile your company's tax withholdings on an annual basis.

How to File and Pay the Certificate Fee

You can file the Certificate of Annual Registration:

  • Online via the Pennsylvania Department of State’s Business Filing Services portal
  • By mail using the appropriate form and payment

Payment Details:

  • Make checks payable to “Department of State”
  • Fee = $520 × number of members
  • Ensure payment is included with your filing to avoid processing delays

Keep a copy of the submission confirmation for your records.

Relationship to Pennsylvania's Annual Report Requirement

In 2024, Pennsylvania reinstated an annual report requirement for all domestic and foreign business entities, which is distinct from the Certificate of Annual Registration. This has caused confusion among some businesses.

Here’s how the two filings differ:

Filing Type Required For Due Date Fee Submitted To
Annual Report All LLCs, corporations, and partnerships Varying by entity type Nominal flat fee Department of State
Certificate of Annual Registration Only PLLCs and foreign professional LLCs April 15 annually $520 per member Department of State

PLLCs and foreign professional LLCs may need to file both documents, depending on their structure and business activities​.

Consequences of Failing to File

Failing to file a Certificate of Annual Registration in Pennsylvania can have serious consequences, including:

  • Administrative dissolution of the LLC or revocation of the foreign LLC’s authority to do business in the state.
  • Late fees or penalties assessed by the Department of State.
  • Compliance issues that may jeopardize the company’s ability to maintain professional licenses or contracts.

Ensuring timely filing each year helps maintain your legal standing and avoids disruption to business operations.

Upcoming Fee Changes and Cost Considerations

As of 2025, the filing fee for the Certificate of Annual Registration is anticipated to increase, potentially impacting PLLCs and foreign professional LLCs significantly. The current fee is $520 per LLC member, but proposed adjustments may result in even higher per-member costs in future years​.

Businesses should factor these escalating costs into their annual compliance budgets and monitor updates from the Pennsylvania Department of State regarding formal fee changes.

Who Needs to File a Certificate of Annual Registration in PA

Not all businesses are subject to this filing. The Certificate of Annual Registration is a specialized requirement for:

  • Professional Limited Liability Companies (PLLCs) formed in Pennsylvania.
  • Foreign LLCs operating in Pennsylvania that render professional services, such as legal, medical, accounting, or architectural work.

General LLCs that do not perform professional services are exempt from this filing but may have other compliance obligations.

Frequently Asked Questions

1. Do all LLCs in Pennsylvania need to file a Certificate of Annual Registration? No. Only professional LLCs (PLLCs) and foreign LLCs that render professional services in Pennsylvania must file this certificate annually.

2. What is the due date for the Certificate of Annual Registration in PA? It is due every year by April 15 and must be filed with the Pennsylvania Department of State.

3. How much does it cost to file the certificate? The filing fee is $520 per LLC member. This amount is expected to increase in future years.

4. What happens if I don’t file on time? Late or missed filings can lead to penalties and may result in administrative dissolution of the LLC or loss of authority for foreign LLCs.

5. Is this the same as Pennsylvania’s new annual report? No. The Certificate of Annual Registration is separate from the general annual report now required for all entities starting in 2024.

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