Foreign qualification with the Secretary of State in Pennsylvania refers to the process by which a business entity that was originally formed in another state seeks permission to conduct business in Pennsylvania. This legal requirement ensures that the business complies with Pennsylvania's regulations and can operate within the state's jurisdiction.
There are 2 different ways to foreign qualify in Pennsylvania depending on your legal entity type and tax classification. Follow the guide below to help you register with the Secretary of State in Pennsylvania or use Mosey to do it.
Use Mosey to register with the Secretary of State in Pennsylvania.
Avoid the hassle of doing it yourself and use Mosey to automate foreign qualification, annual reports, and registered agent service.
Pennsylvania Foreign Registration for LLC
As a foreign business, if you are "doing business" in Pennsylvania, you are required to register as a Foreign Association with the Pennsylvania Department of State. Also, instead of defining what constitutes "doing business," the Department of State does provide a list of activities not constituting "doing business." The Foreign Registration Statement (Form DSCB:15-412) and accompanying New Entity Docketing Statement (Form DSCB: 15-134A) can be filed online with the PENN File system. Note: Pennsylvania does not require a Certificate of Existence for foreign registration.
Establish a Registered Office
You are required to provide a registered office address in Pennsylvania. If you do not have a physical address in Pennsylvania, you can enter into a contract for service with a Commercial Registered Office Provider (CROP) authorized by the Department of State.
Create a Keystone Login Account
Create an account for the Keystone Login single sign-on system. You will use this account in the Department of State's PENN File system and online services from other state agencies.
File Foreign Registration Statement and Docketing Statement Online
Log into PENN Filing with your Keystone Login account to file your Foreign Registration Statement (Form DSCB:15-412) and New Entity Docketing Statement (Form DSCB: 15-134A) online.
Pennsylvania Foreign Registration for C Corporation
As a foreign corporation, if you are "doing business" in Pennsylvania you are required to register as a Foreign Association with the Pennsylvania Department of State. In lieu of defining what constitutes "doing business," the Department of State does provide a list of activities not constituting "doing business." The Foreign Registration Statement (Form DSCB:15-412) and accompanying New Entity Docketing Statement (Form DSCB: 15-134A) can be filed online with the PENN File system. Note: Pennsylvania does not require a Certificate of Existence for foreign registration.
Advertise in a Newspaper and a Legal Journal
As a foreign corporation, you are required to advertise your intention of registering to do business in Pennsylvania in a general circulation newspaper and a legal journal. The Department of State provides a list of legal journals in Pennsylvania. Note: You must include proof of advertising in your corporation's minutes. However, you shouldn't submit these proofs to the Department of State.
Establish a Registered Office
You are required to provide a registered office address in Pennsylvania. If you do not have a physical address in Pennsylvania, you can enter into a contract for service with a Commercial Registered Office Provider (CROP) authorized by the Department of State.
Create a Keystone Login Account
Create an account for the Keystone Login single sign-on system. You will use this account in the Department of State's PENN File system and online services from other state agencies.
File Foreign Registration Statement and Docketing Statement Online
Log into PENN Filing with your Keystone Login account to file your Foreign Registration Statement (Form DSCB:15-412) and accompanying New Entity Docketing Statement (Form DSCB: 15-134A) online.
What else do I need to know?
Once you are registered with the Secretary of State, you may have additional requirements to maintain your "good standing" in the state. Failing to do so can result in fines, back taxes, and forfeiting certain priveleges within the state.
Maintaining a Registered Agent
Most states require that you have a registered agent that can receive important mail from the Secretary of State should they need to contact you. There are many commercial options available or you can use Mosey to be your registered agent and keep your information private in Pennsylvania.
Annual Reports and Taxes
In addition to maintaining a registered agent, most states require you to file a report annually. Registration can also trigger state taxes such as a franchise tax or income tax. You can use Mosey to identify these additional requirements to maintain good standing in Pennsylvania.
