FOREIGN ASSOCIATIONS – CORPORATIONS, PARTNERSHIPS, LIMITED LIABILTY COMPANIES, PROFESSIONAL ASSOCIATIONS AND BUSINESS TRUSTS
Foreign filing associations are corporations for profit, corporations not-for-profit, limited partnerships, limited liability companies, professional associations and business or statutory trusts that were not created or formed under the laws of Pennsylvania. A foreign filing association or foreign limited liability partnership may not do business in this Commonwealth until it registers with the Department. Some activities may exclude
a business from the registration requirement. Under the U.S. Supreme Court's Wayfair
decision, Pennsylvania may require collection and remittance of taxes from businesses that have a substantial economic nexus in Pennsylvania through sales, even if the business has no physical presence. Pennsylvania's economic nexus applies only to those businesses that, in the previous twelve months, made $100,000 or more of gross sales into the Commonwealth. Pennsylvania requires Corporate Tax Reports from businesses that have made $500,000 or more of gross sales into the Commonwealth. The Department of Revenue has issued guidance for businesses in determining and calculating whether the Commonwealth's economic nexus applies to a business or whether a business is required to file a Corporate Tax Report
. It is up to the association to determine whether its activities require it to register with the Department of State.
Foreign filing associations and foreign limited liability partnerships desiring to do business in this Commonwealth must register with the Bureau of Corporations and Charitable Organizations by filing a Foreign Registration Statement [DSCB:15-412] accompanied by a docketing statement [DSCB:15-134A]. Please see the forms and instructions, available on the Bureau’s Registration Forms page
for detailed information about the application. Under the U.S. Supreme Court’s decision in Mallory v. Norfolk Southern
, by registering with the Bureau of Corporations and Charitable Organizations as a foreign association, a company will be subject to the general personal jurisdiction of the courts of the Commonwealth for activities arising in or outside of the Commonwealth. See also 42 Pa.C.S.A. § 5301.
A foreign corporation (both business and nonprofit corporation) is required to advertise its intention to register or its registration to do business in Pennsylvania. Publication of either the intent to file or the actual filing of Foreign Registration Statement must be made in two newspapers of general circulation, one a legal journal, if possible. Proofs of publication of such advertising should not be submitted to the Department of State, but should be filed with the minutes of the corporation.
No advertising is required for other types of foreign filing associations or for foreign limited liability partnerships.
OTHER REQUIREMENTS - CERTIFICATES OF ANNUAL REGISTRATION
If a limited liability company is a restricted professional company, its foreign registration statement must contain a statement to that effect, including a brief description of the restricted professional service or services to be rendered by the company. Restricted professional services are defined as the following professional services: chiropractic, dentistry, law, medicine and surgery, optometry, osteopathic medicine and surgery, podiatric medicine, public accounting, psychology or veterinary medicine.
Any foreign restricted professional company in existence and registered in Pennsylvania on December 31 of any year is required to file a Certificate of Annual Registration [DSCB:15-8221/8998). This form and the corresponding annual registration fee must be filed on or before April 15 of the following year. Failure to file the annual registration will result in additional fees, penalties and interest. A Uniform Commercial Code lien will also be placed against the business until all fees have been satisfied.
Any foreign limited liability partnership/ limited liability limited partnership in existence and registered in Pennsylvania on December 31 of any year is required to file a Certificate of Annual Registration [DSCB:15-8221/8998). This form and the corresponding annual registration fee must be filed on or before April 15 of the following year. Failure to file the annual registration will result in additional fees, penalties and interest, up to and including termination of the registration as a LLP/LLLP. A Uniform Commercial Code lien will also be placed against the business until all fees have been satisfied.