Pennsylvania Foreign Registration · Doing business
When must an out-of-state company be registered in Pennsylvania?
A foreign LLC must register once it does business in Pennsylvania, and the Department of State lists 12 activities that do not count, among others. Registration costs $250. This page explains how to read the list.
The rule in one sentence
A foreign filing association may not do business in Pennsylvania until it registers with the Department of State. Everything else on this page is about what "doing business" means, and Pennsylvania answers by listing what it does not mean.
The excluded activities, grouped
The list covers: defending, settling, mediating or arbitrating a case; internal affairs such as meetings of interest holders or governors; bank accounts; offices or trustees that handle the association's own securities; sales through independent contractors; taking orders that need acceptance outside the state; creating debts, mortgages or security interests; collecting debts and enforcing security, with holding and maintaining the property taken; one isolated deal that is not part of a pattern; interstate commerce; acquiring, owning, holding, leasing as lessee, conveying or transferring real or personal property without more; and good-faith disaster or emergency response work.
What the Department says registration is for
The Department puts it this way: conduct more regular, systematic or extensive than the listed activities is doing business. The conduct it names as typical is 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. It adds that passively owning real estate for investment is not doing business.
Owning an interest in another company
Being an interest holder or governor of a foreign association that does business in Pennsylvania is not, by itself, doing business. A holding LLC whose only tie to Pennsylvania is its stake in an operating company stands on different ground from the operating company.
Tax is a separate question
The exemptions answer the registration question only; service of process, taxes and other regulation are governed by other Pennsylvania laws. The Department adds that a registered association is generally subject to suit and state tax, while a company that is subject to service or tax need not be required to register. Pennsylvania's sales tax economic nexus reaches a business with $100,000 or more in gross sales into the state over the previous twelve months, and the Department says Corporate Tax Reports are required from businesses with $500,000 or more in gross sales into the Commonwealth.
Common situations
| Situation | Where it sits | Points toward |
|---|---|---|
| Defending a lawsuit in a Pennsylvania court | Exempt | Does not call for registration |
| A Pennsylvania bank account | Exempt | Does not call for registration |
| Selling through independent distributors | Exempt | Does not call for registration |
| Orders accepted outside the state | Exempt | Does not call for registration |
| A Pennsylvania office or shop | Local business | Registering |
| Selling goods within the state rather than across state lines | Local business | Registering |
| Buying a rental property to hold for income | Passive investment | Does not call for registration |
| Using real estate for general purposes of the business | Local business | Registering |
| One finished project that is not repeated | Isolated deal | Depends on repeat work |
These are general readings of the Department's guidance, and the details of your own case settle the outcome.
Scenarios owners ask about
An LLC with employees carrying out its ordinary business inside the state looks like one with a local operation, which is the typical case for registering. An LLC that ships goods in from elsewhere on orders accepted elsewhere sits near the center of the list. An LLC that stocks goods in a Pennsylvania warehouse and services customers from there looks local. These are general readings; a lawyer licensed in Pennsylvania can decide a close case.
Three companies, three answers
A Delaware LLC that sells software to Pennsylvania customers from an office elsewhere, taking orders that are accepted at its home office, sits on the excluded side. A Texas LLC that opens a Pittsburgh showroom, hires two employees and signs a lease is doing the local, regular business that the Department describes as typical for registering. An Ohio LLC that buys a rental house in Erie to hold for investment fits the Department's remark about passive real estate. In each case the label on the company decides nothing; what it does in the state decides.
Where tax guidance lives
Registration with the Department of State answers one question. Whether a company owes sales tax or must file a Corporate Tax Report is answered by the Department of Revenue, which has published guidance on how economic nexus is determined and calculated and on who must file a Corporate Tax Report. A company can need to register without owing tax, and can owe tax without being required to register.
If the LLC is already over the line
The statute attaches a procedural consequence: an unregistered foreign LLC doing business in Pennsylvania cannot maintain an action there until it registers. Contracts it signed remain enforceable, it can answer a claim made against it, and its owners keep their liability shield. Registering now removes the bar going forward. The unregistered-penalties page covers the rest, and we prepare the filing for $199.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Scenario questions
Does selling to Pennsylvania customers online require registration?
Selling by orders accepted elsewhere sits on the list. Sales tax is a separate question with its own sales threshold.
Does holding a rental house as an investment call for registration?
The Department says passive ownership for investment is not doing business.
Can an unregistered LLC sue in Pennsylvania?
Not before it registers, though it may answer a suit brought against it.
Does opening a Pennsylvania bank account call for registration?
No. Banking is one of the exempt activities.
Who decides whether we must register?
The Department says it is up to the association.
Does the list protect me from tax?
No. It does not decide taxation or regulation under other laws.
What you pay
Register in Pennsylvania
Pennsylvania$199
+ $250 Pennsylvania fee
- The Foreign Registration Statement completed from your answers
- The docketing statement that travels with it
- A Pennsylvania registered office address, or a provider you already use
- Your filed copy returned to you
- Renewal: after the first year, the agent service renews at $149 a year
Pennsylvania's fee is $250, listed on its own line apart from ours. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Pennsylvania Department of State, fees and payments
- DSCB:15-412, Foreign Registration Statement, with instructions
- Pennsylvania Department of State, foreign associations
- Pennsylvania Department of State, annual reports
- Pennsylvania Department of State, commercial registered office providers
- Pennsylvania Department of State, general rule and exclusions for registration of foreign associations
- 15 Pa.C.S. 403, activities not constituting doing business
- 15 Pa.C.S. 411, registration to do business in this Commonwealth
Ready to register in Pennsylvania?
Start the order and the statement is prepared for filing.