1. What Is Pennsylvania Corporation Foreign Qualification?
2. Making the Decision to Qualify as a Foreign Corporation in Pennsylvania
3. How to Form a Foreign Corporation in Pennsylvania – Choosing a Name
4. Maintenance of Pennsylvania Foreign Corporations – Keeping Proper Records

A Pennsylvania annual report for Foreign Corporations is a report that identifies basic information about your Pennsylvania Foreign Corporation. The annual report should include information about your officers and directors.

What Is Pennsylvania Corporation Foreign Qualification?

If you wish to conduct business in Pennsylvania legally, it is a requirement that you register as a foreign corporation with the Pennsylvania Secretary of the Commonwealth. This registration process is referred to as Pennsylvania Corporation Foreign Qualification. This qualification process is similar to the process involved in forming a domestic corporation in the state of Pennsylvania.

In the case of foreign business corporations, these entities should not be denied a certificate of authority due to the fact that the laws of the jurisdiction that govern the internal affairs and incorporation are different from the laws of Pennsylvania. The domestic corporation formation documents (or articles of incorporation) and the bylaws used in your home jurisdiction also apply to your Pennsylvania Foreign Corporation. Additionally, the directors and officers of the domestic corporation share the same roles in a Pennsylvania Foreign Corporation.

Making the Decision to Qualify as a Foreign Corporation in Pennsylvania

If you decide it is beneficial to your corporation to qualify as a foreign corporation in the state of Pennsylvania, you can choose to hire a Pennsylvania attorney to file your documents and serve as a middleman for the registration process. The cost is typically around a few hundred dollars per hour. You also have another option, which is to use an online service provider to perform these tasks. One such online service provider is All Business Documents.

As long as the certificate of authority of a qualified foreign business corporation has not been revoked, the corporation has the same privileges and rights as a domestic business corporation. It is also subject to the same liabilities, duties, restrictions, and also penalties that were currently in force or are later imposed on domestic business corporations. All qualified foreign business corporations are required to have and maintain a registered office in the state of Pennsylvania.

How to Form a Foreign Corporation in Pennsylvania – Choosing a Name

When choosing a name for your foreign corporation in Pennsylvania, you have the option of using the same name that you use in your home state. However, if your previously chosen name is unavailable in Pennsylvania, you must choose a new name. The name you choose for your Pennsylvania Foreign Corporation may identify the services your business provides and the type of its products, or you can choose a name based on the name of the founder of the corporation. You also have the option of choosing some kind of combination of the two, or any name you want.

Whatever name you do decide to choose for your Pennsylvania Foreign Corporation, the name must be different and distinguishable from the name of all other Pennsylvania corporations or business entities registered within the state. You can search the names here. The name is also required to be unique to any reserved names that are on record in Pennsylvania. Further, the Pennsylvania Foreign Corporation name chosen cannot imply that the corporation was formed for any other reason than what was stated within the articles of incorporation for the domestic corporation.

Maintenance of Pennsylvania Foreign Corporations – Keeping Proper Records

For proper maintenance of your foreign corporation, it is necessary to keep proper records. You will want to keep the following records ready and available for use at your principal place of business for your Pennsylvania Foreign Corporation:

  • All names and addresses of the directors and officers of your Pennsylvania Foreign Corporation
  • The corporate bylaws along with any amendments to the bylaws
  • The minutes of the meetings of directors and shareholders
  • The Foreign Corporation formation paperwork and documents, along with any amendments to these documents
  • Copies of all of the annual reports and tax returns for the Pennsylvania Foreign Corporation going back for at least the last three years
  • A current list of all shareholders of the foreign Pennsylvania corporation. In the event the shareholders change, a record must be kept of the old shareholders along with a description of how the stock was transferred
  • A copy of any and all corporate resolutions that had been adopted by the Pennsylvania Foreign Corporation

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