Register a Pennsylvania Foreign LLC
A Pennsylvania Foreign LLC is a limited liability company that engages in business activity in Pennsylvania but was formed in another state or jurisdiction. Foreign LLCs that do business in Pennsylvania need to register with the state in order to be able to do business legally. Foreign LLC registration involves filing a Foreign Registration Statement with Pennsylvania's Department of State and paying a $250 state filing fee. Pennsylvania defines business activity as maintaining an office for business purposes, entering into contracts with local businesses, or hiring and paying employees in Pennsylvania.
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How to Register a Foreign LLC in Pennsylvania
In Pennsylvania, the process of registering a foreign LLC (called Foreign Qualification) requires business owners to submit a Pennsylvania Foreign Registration Statement with the Pennsylvania Department of State. Here’s how it works:
1. Obtain a Pennsylvania Registered Office
Pennsylvania foreign LLCs are required to list a registered office or Commercial Registered Office Provider (in other words, a Pennsylvania Registered Agent). Your registered office must be a physical address in Pennsylvania. Your registered office must also be open during regular business hours to receive legal processes and deliver legal notifications to your business in a timely manner.
Can I be my own Pennsylvania registered agent for my foreign LLC?
Only if you live in Pennsylvania. This is why, when companies start expanding operations into other states, many choose to hire a Registered Agent Service.
Why hire a professional registered agent?
Hiring a professional registered agent helps you protect your privacy and ensures that you won’t miss an important notice while you’re out of town.
2. Complete the Foreign Registration Statement & Docketing Statement
To register your foreign LLC in Pennsylvania, you’ll have to complete the state’s Foreign Registration Statement and file it with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. You’ll also need to fill out and include your Docketing Statement. For online filers, the Docketing Statement is included in the Foreign Registration Statement application. If you’re filing a paper form, you’ll need to download and attach the Docketing Statement. It requires the name and address of whoever will file tax reports, a brief description of business activity, your tax or fiscal year end date and your FEIN (if you have one). Here’s the information you’ll need for your Foreign Registration Statement:
- Type of association (select “Limited Liability Company”)
- Name of LLC
- Name of LLC in Pennsylvania (if different)
- Jurisdiction where LLC was formed
- Date LLC was formed
- Principal address of LLC (in home state)
- Registered office address or name and county of Commercial Registered Office Provider
- Whether or not your LLC is a series LLC
- Date of registration effect (if not effective upon filing)
- Whether or not your LLC is a Professional LLC (PLLCs should also select the professional service they provide)
- Signature of authorized person
Ready do business in the Keystone State? Register Your Foreign LLC in Pennsylvania with Northwest.
How much does it cost to file a Pennsylvania Foreign Registration Statement?
Pennsylvania charges a $250 fee for filing a Foreign Registration Statement, but the state offers fee exemptions to veteran and military small business owners.
How do I file the Foreign Registration Statement?
You can file online or by mail.
Mail:
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722
Online:
PENN File
Do I need to file a Certificate of Good Standing?
No. Unlike many states, Pennsylvania does not require foreign LLCs to submit a Certificate of Good Standing with their Foreign Registration Statement.
Do foreign LLCs need to file a Certificate of Organization?
No. You only need to file a Certificate of Organization (also known as LLC Articles of Organization) if you’re forming a new LLC.
3. Get Certificate of Authority from Pennsylvania
Once your LLC’s Foreign Registration Statement is accepted, the state will issue you a Certificate of Authority authorizing your LLC to do business in the Commonwealth of Pennsylvania. You’ll receive this document by mail or email, depending on the return method you select on your Foreign Registration Statement.
How long does it take for Pennsylvania to process the Foreign Registration Statement?
Pennsylvania processes online and mailed filings in about 35 days.
Pennsylvania Foreign LLC Registration FAQ
How do I amend a Pennsylvania foreign LLC?
You can amend your foreign LLC filing in Pennsylvania by submitting an Amendment of Foreign Registration to the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. The filing fee is $250.
What does doing business mean in Pennsylvania?
Transacting business in the Pennsylvania can mean any of the following:
- Maintaining an office for business
- Selling personal property
- Entering into contacts with local businesses
- Owning real estate for general purposes
Activities that do NOT constitute transacting business in Pennsylvania include, but are not limited to:
- Settling or defending lawsuits
- Holding board meetings
- Maintaining bank accounts
- Maintaining offices for the transfer of securities
- Selling goods or services through an independent contractor
- Soliciting orders (before they become contracts)
- Creating mortgages or security interests in property
- Conducting isolated transactions
- Owning one piece of property
- Doing business in interstate commerce
Read more: What Exactly Does “Doing Business” in Another State Mean?
Does a foreign LLC have to file a Decennial Report in Pennsylvania?
Yes, foreign LLCs in Pennsylvania need to file the Decennial Report. It needs to be filed every 10 years at a cost of $70. The Pennsylvania Decennial Report is due by December 31st in every year ending with the number “1” (2031, 2041, 2051…).
Decennial filings cannot be submitted online or emailed to the Department. The completed report, along with a check or money order for $70 must be mailed to:
PA Department of State
PO Box 8722
Harrisburg, PA 17105-8722.
How do I withdraw my foreign LLC from Pennsylvania?
To officially stop doing business as a foreign LLC in Pennsylvania, you’ll have to file a Statement of Withdrawal of Foreign Registration ($70). Your Statement of Withdrawal may be submitted online or by mail.
How are foreign LLCs taxed?
By default, LLCs are taxed as “pass-through” entities. This means that the LLC members report their share of business income and expenses on their personal tax return and pay personal income tax on the profits. Members must pay self-employment taxes (15.3%) on their share of the profits. A foreign LLC can also elect to be taxed as an S-corp or C-corp.
For more information on Keystone State taxes, check out our Pennsylvania tax guide.
