State Bureau Mails Incorrect Filing Notice Post Cards to Exempt Partnerships

Many limited partnerships in the Commonwealth may have incorrectly received a notice from the Pennsylvania Department of State (DOS) regarding the need to file a Certificate of Annual Registration (CAR). The mailed post card notified the taxpayer that:

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 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 form may be filed online at file.dos.pa.gov. If the association fails to file the required Certificate of Annual Registration and applicable fees on or before April 15, 2023, additional monetary penalties and liens will follow.

The cards were intended to notify only domestic and foreign Limited Liability Limited Partnerships (LLLPs) but were inadvertently sent to both domestic and foreign limited partnerships (LPs). The following DOS website provides additional information concerning the requirement to file: 

https://www.dos.pa.gov/BusinessCharities/Business/Resources/Pages/Certificates-of-Annual-Registration.aspx

Near the top of the page is a link labeled, Notice to all Limited Partnerships – Read before proceeding with a Certificate of Annual Registration. Clicking on the link takes the user to a notice dated March 9, 2023, explaining that the recent postcard mailing from the Pa. DOS was meant for Limited Liability Limited Partnerships and certain other entities but was also “inadvertently sent to domestic and foreign limited partnerships.” It goes on to state that:

Only limited partnerships that have registered for limited liability status pursuant to 15 Pa.C.S. §8201 are required to file CARs. Limited partnerships that do not have limited liability status are not required to file a CAR and should ignore the postcard.

By following the link, Search | An Official Pennsylvania Government Website (pa.gov), you can confirm the type of entity under which your company is organized. The site has a drop-down screen indicating “filing subtype” that’s accessed by clicking on “taxpayer name” under the filing information. If the subtype is shown as a limited partnership, the CAR doesn’t need to be filed, as only companies that are domestic and foreign LLLPs will see the option to file.

This might be one of the few times you can ignore a tax notice. Hopefully, the guidance from the DOS will resolve any confusion.  If you have any questions, please don’t hesitate to reach out to your Schneider Downs tax consultant. 

About Schneider Downs Tax Services 

Schneider Downs’ tax advisors have experience and expertise in a wide range of industries, including Automotive, Construction, Real Estate, Manufacturing, Energy & Resources, Higher Education, Not-for-profits, Transportation and others. Our industry knowledge and focus ensure the delivery of technical tax strategies that can be implemented as practical business initiatives.

To learn more, visit our dedicated Tax Services page.

You’ve heard our thoughts… We’d like to hear yours

The Schneider Downs Our Thoughts On blog exists to create a dialogue on issues that are important to organizations and individuals. While we enjoy sharing our ideas and insights, we’re especially interested in what you may have to say. If you have a question or a comment about this article – or any article from the Our Thoughts On blog – we hope you’ll share it with us. After all, a dialogue is an exchange of ideas, and we’d like to hear from you. Email us at [email protected].

Material discussed is meant for informational purposes only, and it is not to be construed as investment, tax, or legal advice. Please note that individual situations can vary. Therefore, this information should be relied upon when coordinated with individual professional advice.

© 2023 Schneider Downs. All rights-reserved. All content on this site is property of Schneider Downs unless otherwise noted and should not be used without written permission.

our thoughts on
Automobile, Tax BY Brett Cubellis
Explaining the Transfer/Advance Payment of Clean Energy Credits and Energy Credits Online Registration
New Research and Development Capitalization Requirement Shuffles System
Contractors May Benefit From SALT Cap Workaround
2023 Legislative & Regulatory Update
Tax BY Kirk Mitchell
Can “Moore” Tax be Refunded from IRS? How to Protect Your Potential Claim for Refund of §965 Foreign Corporation Transition Tax
Fraud, Tax BY Charlotte Garraway
5 Red Flags of Fraudulent ERC Providers
Register to receive our weekly newsletter with our most recent columns and insights.
Have a question? Ask us!

We’d love to hear from you. Drop us a note, and we’ll respond to you as quickly as possible.

Ask us
contact us
Pittsburgh

This site uses cookies to ensure that we give you the best user experience. Cookies assist in navigation, analyzing traffic and in our marketing efforts as described in our Privacy Policy.

×