The Pennsylvania certificate of authority is the certificate given to a foreign entity that wishes to conduct business in the State of Pennsylvania. Therefore, before a foreign entity can begin doing business in the state, it must first submit a form known as the Foreign Registration Statement to the Secretary of the Commonwealth, along with the applicable fee.

What is Required on the Foreign Registration Statement

The statement must include the following information:

  • Company name
  • State or country of incorporation
  • Address of the principal office
  • Registered agent name and office
  • Purpose of requesting to do business in Pennsylvania
  • Signature of officer of the business

Keep in mind that, when submitting this statement, you can only use your business name if it is available in Pennsylvania. If your company’s name is already being used by another business within the state, you will need to choose a different name that will be used only for the business that is conducted in Pennsylvania.

The address of your principal office cannot be a P.O. Box. Furthermore, your registered agent must reside in the state and have an actual physical office and not a P.O. box. When identifying the purpose of doing business in the state, you will want to identify what type of benefit the company will receive from doing business in the state and how much business will be conducted in Pennsylvania.

Advertising Requirements

In addition to submitting the above-mentioned statement, you must first advertise your intent to file in two local Pennsylvania newspapers before submitting the application for a certificate of authority. However, the proof of publishing need not be filed with the statement and instead should be kept with the company’s documents on file for future reference.

Certificate of Good Standing

A certificate of good standing is not the same as a certificate of authority. While the certificate of authority allows a foreign company to do business in Pennsylvania, the certificate of good standing, or certificate of subsistence as Pennsylvania names it, simply indicates that the Pennsylvania entity is compliant with ongoing regulations and laws. Generally, a Pennsylvania business is required to obtain a certificate of good standing in any of the following circumstances:

  • Obtaining a loan from a bank or other lender
  • Renew business license
  • Entering into a new contract with a vendor

The certificate specifically provides that your business is both authorized to do business and has met all of the ongoing regulatory requirements. Specifically, in order to remain in good standing, your business must be registered with the state as either a domestic or foreign business; you must have filed all of the required annual reports; and you must have paid all of the state mandated fees and taxes.

Furthermore, for domestic companies that wish to register as foreign entities in another state will likely be required to obtain a certificate of good standing from the State of Pennsylvania.

How Much Does it Cost?

The cost to register a foreign business in Pennsylvania is $250 regardless of whether you choose to file online, by mail, or in person. Notably, the cost will remain the same if you are operating a nonprofit organization.

How Long Does it Take to Process a Certificate of Authority?

If you choose to process your request online, in person, or by mail, it will take approximately one to two business days plus additional time for receipt of mail. Regardless of how you choose to submit your application, you will receive the certificate of authority by mail and not electronically or in person.

You can choose a few expedited service options as follows:

  • One-hour turnaround service can be processed for applications received before 4 p.m. on any given business day, with a cost of approximately $1,000
  • Three-hour turnaround service can be processed for applications received before 2 p.m. on any given business day, with a cost of approximately $300
  • Same-day turnaround service can be processed for applications received before 10 a.m. on any given business day, with a cost of approximately $100

If you need help learning how to obtain a certificate of authority, or if you need assistance forming your foreign or domestic Pennsylvania business, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.