Getting a Pennsylvania certificate of authority, by kind of entity

Pennsylvania uses the term foreign filing association for a corporation, partnership, LLC, professional association or business trust formed outside the state, and gives foreign LLPs their own mention. All of them register on the same form. Registration permits business in the state and access to its courts. "Certificate of authority" is the label other states put on that permission.

There are 8 numbered items. Item 1 picks the type of association, one box only. Item 2 is the home name, with 2A for an alternate. Item 3 is the jurisdiction of formation and item 4 the principal office, with 4A for any office the home state requires. Item 5 is the Pennsylvania office. Item 6 asks about series. Item 7 sets when the registration takes effect. Item 8 applies only to LLCs and concerns professional services. The statement page takes each in turn.

A business corporation or a nonprofit corporation announces its intention to register, or the registration itself, in two newspapers of general circulation, one of them a legal journal if possible. The proofs go into the corporate minutes and are not sent to the Department. LLCs, partnerships and LLPs have no such step.

It files the registration as of the effective date. That is the filing date unless you asked for a later date and hour; backdating is refused. A copy returns by mail or through an emailed download link. A certificate of registration, if someone asks for one, costs $40.

Authority lasts while the registration does. The Department may terminate a foreign registration if the entity fails to amend when it should, is dissolved at home, or lets its annual report run six months late, and the termination date has to be at least 60 days after the notice is delivered. A terminated entity cannot be reinstated retroactively; it registers afresh, and its name may be taken meanwhile.

The statement of withdrawal ends it. The package includes clearance certificates from the tax departments, and a corporation gives notice of its intention first. Details are on the withdrawal page.

A Georgia corporation with a sales office in Philadelphia picks the corporation box in item 1 and gives its name with a corporate designator. It names the Philadelphia office, pays $250, runs the two newspaper notices and files the proofs in its minute book. Its annual report is due by June 30; six months of delay beyond that opens the door to termination.

A limited liability partnership of accountants in Delaware registers for $250, lists its name with the right designator, and expects to file a certificate of annual registration on April 15, priced per general partner who lives in Pennsylvania. A restricted professional LLC of dentists ticks the second box in item 8, chooses dentistry from the list and owes $700 for each licensed member living in Pennsylvania.

The form and its documents are mailed to the Bureau's Harrisburg box, checks are made out to the Department of State, and the filing fee is nonrefundable.

An entity registered before its first Pennsylvania sale, lease or hire can sue as plaintiff from day one, answers a lender or landlord who asks for proof of authority, and sets the annual report calendar from the start. The cost is the same $250 whenever the filing is made.

The registration starts on filing unless you pick a later date. A later date fits an entity with a scheduled start; the date cannot be in the past, and a date alone means 12:01 a.m.

We do the drafting. You answer questions about the entity; we prepare the statement and the docketing statement and file them for $199. A restricted professional company, a partnership or a corporation gets a short extra set of questions.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.