Pennsylvania Corporation Foreign Qualification

What is a Pennsylvania Foreign Corporation?

A foreign Pennsylvania Corporation is an INC originally formed in another state that registers to do business in Pennsylvania. The process of registering a foreign Corporation in Pennsylvania is called foreign qualification. Foreign qualification is used to register a foreign company so that it may transact business in the state of Pennsylvania. There are a few requirements when filing an application for registration in Pennsylvania.

 

How to Register A Foreign Corporation in Pennsylvania

Foreign Corporation Requirements

  1. Corporation Name
  2. Jurisdiction
  3. Principal Office
  4. Registered Office
  5. Registered Agent
  6. Return Address

Corporation Name

The name of the Foreign Corporation will be listed as it is exactly on a foreign state’s record. Applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations), must be followed.

Jurisdiction

List the home state that governs the Foreign Corporation.

Principal Office

A number and street, city, state and zip code for the Principal Office is needed.

Registered Agent

The name of a Pennsylvania Registered Agent and the address (including county) is a requirement to file an Application for Certificate of Authority. The Registered Agent will accept any process of services, aka lawsuit, on behalf of the Foreign Corporation in Pennsylvania.

Return Address

A return address for paper filings is required to receive the filed documents.

 

Pennsylvania Corporation Foreign Qualification Information

Steps to Pennsylvania Corporation Foreign Qualification:

  1. Pick a Name for Your Corporation: You must select a name for your corporation to use in the Commonwealth. This may be your legal name registered in your home jurisdiction, but only if the name is not already registered to a corporation transacting business in Pennsylvania. If your name is already in use, you will need to pick a different name to register and do business under within the state. You can check for availability by doing a Pennsylvania business name search.
  2. File a Foreign Registration Statement: To qualify a foreign corporation, you file a Foreign Registration Statement, along with a New Entity Docketing Statement. The filing is made with the Bureau of Corporations and Charitable Organizations. There is a $250 filing fee. The filing can be submitted online. When submitting the Registration Statement, you must designate a Pennsylvania commercial registered office provider.
  3. Wait for Processing and Approval: A document submitted to the Bureau of Corporations and Charitable Organizations will typically take 15 business days to process. Foreign Registration Statements can be filed online, which can speed up the processing time. There are no expedite options available.

 

Pennsylvania Foreign Corporation Registration Quick Facts

 

How Do I Register a Name to Use in Pennsylvania Different From My Legal Name?

If your corporation’s name is not available, you will have to register a different name to use within the Commonwealth. You can register a name by listing it on the Foreign Registration Statement. You must include with the Registration Statement a resolution adopting the use of the name approved by the governors of your corporation.

 

What Qualifies as a Principal Office?

The principal office of your corporation is the main business office located in your home jurisdiction. This is the office where your financial records and corporate books are kept. When listing this address on the Foreign Registration Statement, it must be a physical street location. You cannot list only a mailing address.

 

Can I Begin Business in Pennsylvania Before Registering?

No. You are required by law to register with the Bureau of Corporations and Charitable Organizations before conducting business in the Commonwealth.

15 Pa.C.S. § 403 outlines activities that do not constitute “doing business,” such as:

  • Certain legal proceedings
  • Activity related to internal affairs, such as shareholders meetings
  • Maintaining financial accounts
  • Maintaining offices/agencies for the transfer and exchange of securities
  • Selling through independent contractors
  • Soliciting/obtaining orders that require acceptance outside of PA
  • Creating or acquiring indebtedness, mortgages or security interests in property
  • Securing or collecting debts
  • Conducting an isolated transaction that is not in the course of similar transactions
  • Owning, without more, property
  • Interstate or foreign commerce

 

Pennsylvania Registered Agent

A Pennsylvania registered agent (also called a commercial registered office provider) is responsible for maintaining a registered office within the Commonwealth. A registered office must be a physical street location, not a post office box. At the registered office, service of process is accepted on behalf of clients. Clients must be contacted when documents are accepted, and the documents must be forwarded to clients in a timely manner.

 

Decennial Report Requirements

After you register a foreign corporation in Pennsylvania, your company will be responsible for submitting a Decennial Report. This report is filed once every 10 years, only in years ending in 1 (2021, 2031, 2041, etc.). The Decennial Report can be filed online with the Department of State. There is a $70 filing fee.

 

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