Pennsylvania foreign LLC registration: one statement, then one yearly report

Yes, before it does business there. Registration with the Department of State comes first, and the Department sets aside 12 kinds of activity as not counting. The exempt activities run from litigation and board meetings to bank accounts, distributor sales, interstate trade, one-off deals and disaster relief work.

Beyond the list, the Department describes the typical case for registering: maintaining an office to conduct local intrastate business, selling personal property that is not in interstate commerce, entering into contracts relating to local business or sales, and owning or using real estate for general purposes. Cases at the edge are worked through on the doing-business page, and a Pennsylvania business lawyer can place a borderline one.

An LLC pays Pennsylvania $250. Corporations, nonprofits and both kinds of partnership pay the identical $250 on the Department's fee schedule. Fees are nonrefundable, even for a filing that is rejected. Ordinary filings are paid by a check or money order payable to the Pennsylvania Department of State; a card works only for the expedited services. The cost page lists every Pennsylvania charge a registered LLC can meet.

The consequence the statute gives is procedural: an unregistered foreign LLC doing business in Pennsylvania cannot start a lawsuit there until it registers. Contracts it made in the meantime hold, it may answer a suit brought against it, and its owners keep their liability shield. The unregistered-penalties page covers it in full.

An LLC that is finished in the state files DSCB:15-415/417, the Statement of Withdrawal of Foreign Registration. It must come with tax clearance certificates from the Department of Revenue and the Department of Labor and Industry, and no delayed effective date can be stated. The withdrawal page walks through it.

The Department sells three expedited tiers on top of the statutory fee: same-day service for $100 on filings received before 10:00 a.m., three-hour service for $300 before 2:00 p.m., and one-hour service for $1,000 before 4:00 p.m. Expedited requests cannot go through the mail, and a paper filer sends a request form with each one. The cost page shows how each tier changes the total.

If a bank, landlord or licensing office wants proof that the LLC is registered, the Department sells a certificate of registration for a foreign entity at $40, plain copies of a filing at $15 plus $3 a page, and certified copies at $55 plus $3 a page. A record search that lists the entity number, name, address and file date is $15. Whatever address you give for the return copy joins the public record.

The Department files a statement that substantially conforms and returns it. What it refuses is stated in the instructions: a document that gives only a post office box, a check that is not pre-printed or has gone stale, and a retroactive date. We settle the name, the office and the signer with you before the statement is drafted.

Some owners prefer to file alone, and the self-filing page serves them. We take the work off your desk instead: the statement and its docketing statement are drafted from your answers, the name and the office entry are tested against the rules above, and the package is sent in. We charge $199, the state charges $250, and checkout lists both.