What happens if your Pennsylvania LLC misses its annual report, and how to reinstate it
Pennsylvania’s own word for it: “Administratively dissolved”, applying to annual reports due from 4 January 2027. Time limit to get back: None. Tax clearance: No.
Checked against the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, September 2026.
- What Pennsylvania calls it
- “Administratively dissolved”, applying to annual reports due from 4 January 2027
- Tax clearance
- No
- Time limit to get back
- None
How it unfolds in Pennsylvania
- MissedAnnual report
- Status“Administratively dissolved”, applying to annual reports due from 4 January 2027
- The way backApplication for reinstatement (§ 383)
Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations
Pennsylvania specific: Pennsylvania’s administrative dissolution is not in force yet. It applies only to annual reports due on or after 4 January 2027, and only once a report is six months overdue, so no Pennsylvania LLC can be administratively dissolved for a missed annual report before 2028.
What does Pennsylvania call a company that missed its filings?
“Administratively dissolved” / “administrative dissolution” for a domestic filing entity such as an LLC, done by the Department filing a “statement of administrative dissolution” (15 Pa.C.S. § 382(b)(1)). Domestic limited liability partnerships and electing partnerships get “administrative cancellation”; foreign associations get “administrative termination” of their registration. IMPORTANT: as of September 2026 no Pennsylvania LLC can yet have been administratively dissolved for a missing annual report. The grounds apply only to annual reports due on or after January 4, 2027 (§ 381(b)), and only once the report is six months overdue. For LLCs (report due before October 1), the first dissolutions cannot come before 2028; the Department itself refers to ‘full implementation ... in 2028’.
What triggers it in Pennsylvania?
Only one ground: the LLC does not deliver its annual report (Form DSCB:15-146, required by 15 Pa.C.S. § 146 since 2025) within six months after it is due (§ 381(a)). LLC annual reports are due before October 1 each year, starting the calendar year after formation. Unpaid state tax and a missing registered office are NOT grounds for administrative dissolution under § 381.
Before it happens
The Department must send an annual reminder at least two months before the report is due; not receiving it does not excuse the filing (§ 146(g)). Once grounds exist, the Department must deliver a notice of its determination to the registered office (if any) and the principal office. If within 60 days after that notice the LLC does not file the report or show it was already delivered, the Department must file a statement of administrative dissolution, effective no less than 60 days after the notice was delivered (§ 382(a)-(b)). A copy of the statement is then sent to the entity (§ 382(c)).
How do you reinstate a Pennsylvania LLC?
An application for reinstatement delivered to the Department with the reinstatement fee (§ 153). The entity signs it, and it states: the entity’s name at the time of dissolution (and a new available name if needed); its registered office address, or a commercial registered office provider; its principal office; and either that the grounds for dissolution did not exist, or that the most recent unfiled annual report is attached with the fee for each annual report that should have been paid. The Department expects filing online at file.dos.pa.gov (Business Filing Services) or on paper.
Where to file
Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations (Business Filing Services, file.dos.pa.gov).
Missed filings and fees
Yes: attach the most recent annual report not previously filed and pay the fee for each annual report that should have been paid (§ 383(a)(4)(ii)). Alternatively, show that the grounds for dissolution did not exist.
Is there a deadline to reinstate a Pennsylvania LLC?
No time limit. § 383 sets no deadline, and the Department says reinstatement is available “with no limitation on the period of time for such reinstatement”.
Do you need tax clearance in Pennsylvania?
No
Not required. § 383(a) lists the application contents and fees only, with no tax clearance or Department of Revenue certificate. The DOS notes that Department of Revenue and Department of State records are not linked.
What happens to the company name meanwhile?
No. While administratively dissolved, the name is available to any other filing association. If another association takes it, that association keeps it, and the reinstating LLC must give a new available name in its application. The statement of reinstatement then amends its certificate of organization to the new name (§ 383(a)(1), (c)(4)).
What changes once it is fixed?
The Department files a statement of reinstatement within 30 days after receiving a complete application. Reinstatement relates back to the effective date of the administrative dissolution, and the LLC’s activities in between are valid as if the dissolution had never occurred. Exceptions: a name change forced by name loss, and the rights of persons who relied on the dissolution. The LLC keeps the same entity number. While dissolved, the LLC continues to exist but may only wind up or apply for reinstatement, remains managed by its governors, and is not subsisting (no subsistence certificate). If the application is rejected, the Department must explain why in a record, and court review is available (§§ 384, 137).
What changes for corporations in Pennsylvania?
Same rules and same statute (§§ 381-384 cover all domestic filing entities). The only difference is timing: corporations (for-profit and nonprofit) must file their annual report before July 1, versus before October 1 for LLCs, so under the 2027 start corporations become subject to dissolution earlier. Foreign corporations and foreign LLCs cannot reinstate; they must re-register with a new Foreign Registration Statement, get a new entity number, and gain no retroactive effect.
What should you file first?
There is no separate tax clearance step for a Pennsylvania LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Application for reinstatement (§ 383)
Where it goes
Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations (Business Filing Services, file.dos.pa.gov).
What does Pennsylvania ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Certificate of Organization) | Certificate of Organization — Domestic Limited Liability Company (DSCB:15-8821) | At formation | N/A |
| Annual report — business and nonprofit corporations | Annual Report (15 Pa.C.S. § 146) | January 1 through June 30 each year | Administrative dissolution and loss of name protection, beginning with annual reports not filed in 2027 |
| Annual report — limited liability companies | Annual Report (15 Pa.C.S. § 146) | January 1 through September 30 each year | Administrative dissolution and loss of name protection, beginning with annual reports not filed in 2027 |
| Annual report — LPs, LLPs, business trusts, professional associations and registered foreign associations | Annual Report (15 Pa.C.S. § 146) | January 1 through December 31 each year | Administrative dissolution, termination or cancellation, and loss of name protection, beginning with 2027 |
| Change of registered office | Statement/Certificate of Change of Registered Office (DSCB:15-1507/5507/8625/8825) | Before the change of location becomes effective | N/A |
From the same Pennsylvania record as the Pennsylvania registered office page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Pennsylvania deadline in your calendar with the compliance calendar, or see what Pennsylvania requires of your registered office.
Which Pennsylvania laws govern it?
15 Pa.C.S. § 146 (annual report); Title 15, Chapter 3, Subchapter H ‘Administrative Dissolution or Cancellation’: § 381 (grounds; applies to annual reports due on or after January 4, 2027), § 382 (procedure and effect), § 383 (reinstatement), § 384 (rejection of reinstatement; court review under § 137). All were added by Act 122 of 2022 (House Bill 2057, signed November 3, 2022).
Sources, checked September 2026:
- Pennsylvania General Assembly (Title 15, official HTML)— 15 Pa.C.S. §§ 146, 381-384
- Pennsylvania General Assembly (Title 15, official HTML); Pennsylvania Department of State— 15 Pa.C.S. §§ 381(b), 382(b); DOS Annual Reports page; DOS Name Availability page
- Pennsylvania General Assembly (Title 15, official HTML); Pennsylvania Department of State— 15 Pa.C.S. §§ 146(c)(2), 381(a)-(b)
- Pennsylvania General Assembly (Title 15, official HTML)— 15 Pa.C.S. §§ 146(g), 382(a)-(c)
- Pennsylvania General Assembly; Pennsylvania Department of State— 15 Pa.C.S. § 383(a); DOS Annual Reports FAQ (‘Reinstatement’, ‘fees for reinstatement’)
- Pennsylvania Department of State— Annual Reports page
- Pennsylvania General Assembly; Pennsylvania Department of State— 15 Pa.C.S. § 383(a); DOS Annual Reports FAQ
- Pennsylvania General Assembly (Title 15, official HTML)— 15 Pa.C.S. § 383(a)(4)
- Pennsylvania Department of State; Pennsylvania General Assembly— DOS Annual Reports FAQ (‘Can I keep my company name...’); 15 Pa.C.S. § 383(a)(1), (c)(4)
- Pennsylvania Department of State; Pennsylvania General Assembly— DOS Annual Reports page; 15 Pa.C.S. § 383
- Pennsylvania General Assembly; Pennsylvania Department of State— 15 Pa.C.S. §§ 382(d), 383(b)-(c), 384; DOS Annual Reports FAQ
- Pennsylvania General Assembly; Pennsylvania Department of State— 15 Pa.C.S. §§ 146(c), 381; DOS Annual Reports FAQ
Checked against the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Pennsylvania
Behind on a Pennsylvania filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, and state fees are confirmed with you before anything is filed.