Registering a foreign LLC in Pennsylvania, from first question to yearly upkeep

Registration must come before the LLC does business here, and 12 kinds of activity sit outside the rule. The Department adds that it is up to the association to decide whether its activities need registration. The doing-business page reads the exemptions in plain words and covers typical cases. If the answer is yes, or close enough that you would rather be safe, move on to the name.

The statement needs a Pennsylvania registered office: an actual street address or rural route box number in Pennsylvania, never a post office box alone. A company with neither a physical location nor a mailing address in Pennsylvania can name a commercial registered office provider and a county instead. Put the provider under contract first. A provider is not a place of business, so it cannot stand in where a filing needs a principal place of business, such as a fictitious name registration.

Pennsylvania does not ask for a named registered agent. The Department says a registered office provider is not the same as a registered agent. The registered office page has the details, and we can supply the office address if you want one.

The statement has 8 numbered items, with sub-items 2A and 4A. Item 1 selects the type of association, and only one choice is allowed. Items 2 to 4A give the names, the jurisdiction and the addresses. Item 5 is the Pennsylvania office or provider. Item 6 asks whether the association may have series, item 7 sets the effective date, and item 8 is for LLCs only and asks whether the company is a restricted professional company. The form walkthrough takes each item in turn.

The online route is corporations.pa.gov. A paper filing is mailed to the Bureau of Corporations and Charitable Organizations at P.O. Box 8722, Harrisburg, PA 17105-8722. For speed, same-day, three-hour and one-hour services exist, though they cannot be requested through the mail. When you order through us we choose the route and send everything together.

Once the statement is filed, the LLC may do business in Pennsylvania. The effective date is the filing date unless you chose a later date and hour; nothing may be backdated, and a date given without an hour starts at one minute past midnight. A certificate of registration can be ordered for $40 if a bank or a licensing office asks for one. Put the annual report date in the calendar the same day.

Some home states let an LLC create series, each with its own members, assets and liabilities. Item 6 asks whether your company may have series, and the answer comes from the home state's law. The company registers once, as a single legal entity, and the series themselves do not register. If a series does business under a name other than the company's registered name, the company files a fictitious name registration on DSCB:54-311.

The same statement serves them all, and the fee is the same $250. Item 1 picks the type, and item 8 is skipped by everyone but LLCs. A business or nonprofit corporation must also advertise its registration, and it names itself with a corporate designator: the word corporation, company, incorporated or limited, an abbreviation, the word association, fund or syndicate, or words of like import used in the home state. A nonprofit's designator is optional. A limited liability partnership uses the term company, limited or limited liability partnership, an abbreviation, or words of like import. Corporations file their annual report by June 30, LLCs by September 30, and other foreign associations by December 31.

Because fees are not refunded for a rejected filing, avoid these: a post office box in place of a street address, an LLC name without a designator or with a corporate word in it, a name that matches one already on file, a check that is not pre-printed with the account holder's details or has passed six months, an unsigned statement, no docketing statement, and a retroactive effective date.

The ongoing duty is the annual report: an LLC's is due by September 30 and costs $7, a corporation's by June 30. Keep the registered office current, because a postcard notice is mailed to a street-address registered office at least two months before the annual report deadline, and a registered office provider receives none. A foreign registration can be terminated if the association fails to amend when required, is dissolved at home, or misses the annual report by six months. The Department gives at least 60 days from delivery of the notice before the termination takes effect.

A company that stops doing business withdraws with the statement of withdrawal, DSCB:15-415/417. Tax clearance certificates from the Department of Revenue and the Department of Labor and Industry go with it, and no delayed effective date is allowed. The withdrawal page covers it, and a corporation advertises its intention to withdraw first.