It's not uncommon for businesses to expand their operations to multiple states. Each state has its laws for businesses so it makes sense for corporations, limited liability companies (LLCs), and other types of businesses to register with each state where that business operates.
Pennsylvania is no exception. If you formed your company in another state and want to do business in Pennsylvania, you'll need to follow a procedure to register your foreign (non-Pennsylvania) business. Pennsylvania, unlike other states, doesn't have laws specific to registering LLCs or corporations. Instead, the Commonwealth has a set of laws that cover the registration of foreign associations (including corporations and LLCs).
(For further guidance, read about qualifying to do business outside your state.)
If you formed your corporation or LLC in another state but intend to transact business in Pennsylvania (called "intrastate business"), then you need to register with the Pennsylvania Department of State (DOS). Your out-of-state corporation or LLC would be considered a foreign corporation or foreign LLC, respectively.
Before registering your corporation or LLC, you need to determine whether registration is necessary in the first place. You must figure out whether your connection with Pennsylvania counts as "doing business" in the state for the purpose of registering your foreign association.
Pennsylvania's association laws don't directly define what's considered "doing business" in the state. But the Committee Comments that accompany the law give some insight into what activities count as transacting intrastate business. The Committee Comments are prepared by the Pennsylvania Bar Association's Business Association Committee. These comments clarify and expand upon the content of the laws and are accepted as part of the legislative history.
The Committee defines "doing business" for the purpose of registering a foreign association as involving:
The Committee also provides examples of activities that do count as doing business and would require a foreign corporation or LLC to register. These activities include:
The Committee does clarify that if a foreign business purchases personal property to ship out of Pennsylvania in interstate commerce, that business isn't required to register.
(15 Pa. Cons. Stat. § 403 (2023).)
Like other states' laws, Pennsylvania law excludes some activities from being considered intrastate business that requires foreign registration. In other words, a foreign corporation or LLC that takes part in only these activities wouldn't need to register with the DOS. The exempted activities include:
(15 Pa. Cons. Stat. § 403 (2023).)
To register to do business in Pennsylvania, a corporation or LLC must submit a signed foreign registration statement to the DOS.
The statement must include the following:
(15 Pa. Cons. Stat. § 412 (2023).)
You can download the foreign registration statement to complete and mail to the DOS's Bureau of Corporations and Charitable Organizations. You can also file the statement online with the Pennsylvania Business Filing Services. As of 2023, the filing fee is $250.
Specific foreign LLC requirements. The registration statement also asks LLCs whether the company will provide professional services. These professional services are listed on the statement. If your company will provide one of those services, you'll need to check off which one.
Specific foreign corporation requirements. A foreign corporation must publish either its intention to register or its registration to do business in Pennsylvania in two newspapers. The publication should include:
The corporation doesn't have to send proof of the publication to the DOS but should store the record with the minutes of the corporation. (15 Pa. Cons. Stat. § 6124 (2023).)
Pennsylvania's law on the effects of not registering your foreign business is very similar to the laws of other states. Specifically, like with other states, if you don't register your foreign business in Pennsylvania, then you can't file or maintain a lawsuit in Pennsylvania courts.
Also, as is similar to other states, some things aren't affected by a business's failure to register. For instance:
(15 Pa. Cons. Stat. § 411 (2023).)
After you register your foreign corporation or LLC, your obligations and responsibilities don't end. You need to maintain your foreign business registration. You might need to file an annual report. You could also be responsible for paying and reporting business taxes. The Pennsylvania governor and Secretary of Revenue released the publication Starting a Business in Pennsylvania: A Guide to Pennsylvania Taxes, which breaks down various business tax requirements and provides instructions for how to register for taxes with the Department of Revenue.
You can likely register your foreign business on your own. But if you have questions about whether your business needs to register or the obligations of your company, consider talking to a Pennsylvania business attorney.
For more on maintaining your business registration, check out our article on LLC annual report and tax filing requirements in Pennsylvania.