Pennsylvania Certificate of Annual Registration: Fees and Penalties

If you run a limited liability partnership, limited liability limited partnership, or restricted professional company in Pennsylvania, you must file a Pennsylvania Certificate of Annual Registration with the Department of State by April 15 each year. For the 2026 filing year, the fee is $470 per qualifying general partner for LLPs and LLLPs, or $700 per qualifying member for restricted professional companies (also called PLLCs). Miss the deadline and an automatic lien attaches to your entity’s assets; miss it for five straight years and the partnership loses its limited liability protection.

Who Has to File

Three entity types owe this filing if they existed on December 31 of the reporting year: domestic and foreign LLPs, domestic and foreign LLLPs, and domestic and foreign restricted professional companies.¹ These are the Pennsylvania entity forms that give partners or members personal liability protection, and the annual registration is how the state confirms you still qualify to keep it.

Corporations, standard LLCs, sole proprietorships, and general partnerships do not file this certificate. If you’re not sure which entity form you have, check your formation documents or look yourself up in the Department of State’s business records before assuming you owe nothing.

The April 15 Deadline

The certificate covering a calendar year is due by April 15 of the following year. The certificate for 2025, for example, is due April 15, 2026.¹ The Department of State does not send reminders. Put it on your own calendar, and file early; online filings process faster than paper, and a mistake caught two days before the deadline leaves little room to fix it.

What You’ll Pay

The fee is charged per qualifying person, not per entity, and only certain partners or members count toward the total. The per-person amounts adjust every three years based on the Consumer Price Index for Urban Workers, rounded up to the nearest $10.²

LLPs and LLLPs

For 2026, LLPs and LLLPs pay $470 for each general partner who, on December 31, 2025, either had a principal residence in Pennsylvania (individual partners) or was organized under Pennsylvania law (entity partners).¹ Partners living outside Pennsylvania and entity partners organized in other states are excluded from the count.² An LLP with six general partners, four of them Pennsylvania residents, owes $1,880 rather than $2,820.

Restricted Professional Companies

PLLCs pay $700 per qualifying member for 2026.¹ Only members who were licensed professionals with a principal residence in Pennsylvania on the relevant date count.³ Non-licensed members and members living outside Pennsylvania don’t affect the fee.

How to File

The Department of State recommends filing online through its Business Filing Services portal. The online form pre-populates with your company’s information on file, which cuts down on errors. The process runs about five steps:

Create an account on the Business Filing Services portal if you don’t have one.
Find your entity under “Business Search” and click on the business name.
Request access to the record; the Department emails you a PIN needed to proceed.
Complete the Certificate of Annual Registration form and pay by credit card.
Retrieve the filed document from “My Work Queue” after processing.

You can also file the paper form by mail and pay by check or money order.

If you’re behind on multiple years, be aware of one quirk: you must file delinquent certificates one at a time, starting with the oldest. Each year’s filing has to be submitted with its fees and penalties, approved by the Department, and returned as filed before you can submit the next year.¹ You cannot batch them.

What Happens if You File Late

Penalties escalate in stages, and everything the Department assesses becomes a lien on the partnership’s property. Those liens take priority over nearly all other claims except state tax obligations.²

Immediate Lien on April 16

The moment April 15 passes without a filing, the unpaid registration fee becomes a lien on the entity’s assets. It attaches to all property in which a security interest could be perfected, including property acquired after the fee comes due, and it begins accruing simple interest at the rate Pennsylvania applies to unpaid taxes.²

$500 Penalty After 30 Days

If nothing has been filed by May 15, the Department assesses an additional $500 penalty against the entity, which creates a second lien on its assets.¹ The $500 itself doesn’t accrue interest, but the underlying fee keeps doing so.²

Loss of Limited Liability After Five Years

Five consecutive years without a filing triggers automatic termination of the entity’s limited liability status (for domestic partnerships) or of its registration to do business in Pennsylvania (for foreign partnerships).² Without that status, general partners lose their personal liability shield and can be held individually responsible for the partnership’s debts and legal obligations. The Department of State has noted that non-filing can result in termination of LLP or LLLP status and placement of a UCC lien against the business until all fees are satisfied.⁴

The Annual Report Is a Separate Filing

Pennsylvania has a separate Annual Report requirement for business entities. It is not the same as the Certificate of Annual Registration, and one does not replace the other. LLPs, LLLPs, and PLLCs owe both.⁵

Missing the Annual Report has its own consequences. Beginning with reports not filed in 2027, domestic entities face administrative dissolution, domestic LLPs face administrative cancellation, and foreign entities lose their registration. Once a PLLC, LLLP, or LLP is administratively dissolved or cancelled through the Annual Report process, it stops incurring new Certificate of Annual Registration liabilities, but any liens already in place remain. An entity that later reinstates owes all the back certificates, fees, and penalties for the entire period it was dissolved or cancelled.⁵ Track both deadlines separately.

1
Pennsylvania Department of State. Certificates of Annual Registration
2
Pennsylvania General Assembly. Pennsylvania Code 15 8221 – Annual Registration
3
Pennsylvania General Assembly. Pennsylvania Code 15 8998 – Annual Registration
4
Pennsylvania Department of State. Pennsylvania Limited Liability Partnership
5
Pennsylvania Department of State. Annual Reports