Pennsylvania Foreign Corporation

If you have a corporation headquartered in another state, you’ll need to obtain a Certificate of Authority from the Pennsylvania Department of State. Getting this certificate requires filing a Foreign Registration Statement, meeting a publication requirement, and paying a filing fee.

If you don’t like the idea of doing the paperwork yourself, you can hire us to register your Pennsylvania Foreign Corporation for you.

How to Register a Foreign Corporation in Pennsylvania

Below you’ll find a step-by-step guide to registering your foreign corporation in Pennsylvania.

1. Check Name Availability

The name you have for your business in another state may not work for Pennsylvania. You need to run a business entity search to ensure no one’s already claimed your name (or something confusingly similar) in the Keystone State.

If your business name is already claimed, you’ll need to file for a fictitious name. If you list an individual’s name in Box 4 of the Registration of Fictitious Name form, you’ll need to run a notice in at least one local newspaper stating that you have either already filed or intend to file an application for registration of a fictitious name. But if you skip box 4 and instead list an entity (like a corporation) as an interested party in the business, you don’t have to run any kind of notice.

This isn’t the first time you’ll run into a publication requirement, as Pennsylvania seems to love them.

2. Get a Registered Office

You should already have a registered agent in your home state, but if they’re located in your home state, then they can’t also serve the same position in Pennsylvania. Also, note that Pennsylvania registered agents are often referred to as registered offices, or a Commercial Registered Office Provider (CROP).

The biggest requirement for a registered office provider is that they must have a physical address within state lines. This address is where the registered office will accept legal notices on your behalf, including service of process notices that say you’re getting sued.

In general, people with foreign corporations live outside the state and aren’t eligible to act as their own registered agent anyway. Instead, you can hire us to act as your registered agent in Pennsylvania. We’ll give you stable, secure service, including an online account where you can view documents right after we receive and scan them.

You’ll also pay $49 for registered agent service the first year and every year after that, as we don’t believe in hiking up prices just because we can.

3. Complete Foreign Registration Statement

Now it’s time to fill out the information required on the Foreign Registration Statement. You’ll need to list information like your entity type, the original jurisdiction where it was formed, and the street and mailing address for your company’s principal office.

Once you’ve filled out the form, you’ll have to submit the application (along with the $250 filing fee) either by mail or online. The mail option requires you to include a docketing statement, which may feel a little redundant but is still necessary.

4. Fulfill Advertising Requirement

Pennsylvania requires foreign corporations to let the public know they’re coming to the state. Advertising requirements (also known as publication requirements) mean you have to advertise either your intent to register or the fact that you’ve already registered a foreign corporation.

But where should you advertise this? Per state law, you’re asked to place the notice “in two newspapers of general circulation, one of which should be a legal journal, if possible.” Look for newspapers that cover the city or county where your business will be setting up shop.

The state maintains a list of legal newspapers. If there is not a legal newspaper located in the county where you want to do business, then the two newspaper rule doesn’t apply and you can publish in a general circulation newspaper instead.

You do not have to submit proof of publication to the Pennsylvania Department of State.

5. Receive Certificate of Authority

Once you file your Foreign Registration Statement form, state employees will look it over and be sure everything is in order. If it is, you’ll receive a Certificate of Authority that means you can now do business in Pennsylvania. You can choose whether you want the certificate to be delivered via mail or email.

Frequently Asked Questions

Does PA require a certificate of good standing/existence?

Nope. Other states require you to obtain a Certificate of Good Standing or Certificate of Existence from the state where your corporation was originally formed, but Pennsylvania doesn’t care about that.