Find out how to qualify your LLC to conduct business in Pennsylvania.
If you own a company that was founded in a state other than Pennsylvania, you must qualify or register it in Pennsylvania in order to conduct business there. The requirements for qualifying your international (non-Pennsylvania) limited liability corporation (LLC) to conduct business in Pennsylvania are summarized below.
It should be noted that, unlike other states, Pennsylvania does not have particular legislation for registering international LLCs. Instead, Pennsylvania has a set of regulations that govern foreign company registration in general. These companies are referred to as “foreign associations” under Pennsylvania law.
What exactly is a Foreign LLC?
If your LLC is founded in a different state, it is referred to as a foreign LLC in Pennsylvania. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Mississippi, for example, an LLC founded in Alabama is a foreign LLC.
Investing in Pennsylvania
According to Pennsylvania foreign association rules, if you are “doing business” or “transacting business” in Pennsylvania, you must register your foreign LLC with the state. (Both phrases are used in Pennsylvania law.) What exactly does this mean? In the case of international registrants, Pennsylvania law, like other states, does not define “doing business” or “transacting business” precisely.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Pennsylvania law for foreign enterprises, like other states, stipulates specific acts that do not constitute conducting business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts creating or acquiring indebtedness, mortgages, and security
Check Title 15 Pa.C.S., Section 403 of the Pennsylvania Statutes for a complete legal definition of each of these things. (This is a portion of Pennsylvania’s statutes governing foreign organizations.) If your LLC’s only operation in Pennsylvania is one or more of the activities mentioned above, you should not be required to register with the state.
Declaration of Foreign Registration
You must submit a Foreign Registration Statement with the Pennsylvania Department of State in order to register your company in Pennsylvania (DOS). The application form may be downloaded at the DOS website.
To complete the registration statement, you must give similar information to that required to incorporate an LLC in your home state. In contrast to other states, Pennsylvania employs a single paper form to cover all forms of business enterprises (corporations, partnerships, LLCs). You must submit the following information to complete the registration statement:
The “kind of affiliation” of your company (LLC)
If necessary, the full name of your LLC as registered in the state in which it was formed, as well as the alternate name under which your LLC will register in Pennsylvania (an alternate name is required if your LLC’s original name or something very similar is already in use by another Pennsylvania registered business, or the original name does not meet the state’s LLC naming requirements).
the state in which your LLC was formed the street and mailing address of your LLC’s principal office the street and mailing address of any office required by the state in which your LLC was formed the street address of your LLC’s proposed registered office in Pennsylvania or the name of your LLC’s Commercial Registered Office Provider and county of venue
a clue as to whether your LLC is a series LLC
the effective date of your foreign registration (which may be the same as the day it was submitted)
a declaration of whether your LLC will be a professional LLC if a professional LLC, a statement of what professional services the LLC will perform, and\s an authorized signature.
In Pennsylvania, if you need to use an other name, you must attach a resolution adopting the alternate name. The application may be submitted on paper or online. The application cost is $250.
What Happens If You Do Not Sign Up?
If your LLC operates in Pennsylvania without being registered, it cannot file a lawsuit there. However, not being registered does not render your LLC’s contracts null and void or bar your LLC from defending a case in Pennsylvania. Furthermore, a member of the LLC is not responsible in situations where the member’s responsibility would otherwise be restricted (for example, obligations owed by the LLC) just because the corporation conducts business in Pennsylvania without being registered.
Foreign Corporation Registration in Pennsylvania
The regulations and standards for international qualifying in Pennsylvania are generally the same whether your company is structured as a corporation or an LLC. For paperwork, information, and filing requirements for registering a foreign company in Pennsylvania, visit the Pennsylvania Department of State website.