Key Takeaways

  • A Pennsylvania Certificate of Authority is required for foreign entities to legally do business in the state.
  • The Foreign Registration Statement must include key information like the principal address, business name, and registered agent.
  • Businesses must advertise their intent to register in two newspapers, although proof is not submitted with the application.
  • A Certificate of Good Standing confirms compliance with state laws but differs from a Certificate of Authority.
  • The standard registration fee is $250, with expedited service options available.
  • Out-of-state entities must designate a Pennsylvania Commercial Registered Office Provider (CROP) or use a physical business address.
  • Ongoing compliance includes annual reports, taxes, and maintaining good standing in the state of origin.

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.

Choosing a Registered Office or CROP

In Pennsylvania, foreign entities must list a registered office address on the Foreign Registration Statement. If the business does not maintain a physical office in Pennsylvania, it must use a Commercial Registered Office Provider (CROP). CROPs serve as official contact points for legal and state documents.

The registered office or CROP must be:

  • Located within Pennsylvania
  • A physical street address (not a P.O. Box)
  • Continuously maintained during the company’s registration

Choosing a reputable CROP ensures that important documents are handled promptly, minimizing the risk of administrative dissolution or missed legal notices.

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.

Ongoing Compliance After Registration

Once your business receives a Pennsylvania Certificate of Authority, it must comply with ongoing requirements to remain in good standing. These include:

  • Annual Reports: While Pennsylvania does not require traditional annual reports for all entity types, certain businesses—such as nonprofits—must file decennial reports to confirm continued existence.
  • Franchise and Corporate Taxes: Businesses must pay applicable Pennsylvania corporate taxes. The Pennsylvania Department of Revenue may require registration for corporate income tax, sales tax, or employer withholding tax, depending on the nature of the business.
  • Name Usage: If your business adopted an alternate name for use in Pennsylvania (due to conflicts with existing names), you must maintain any fictitious name registrations as long as you operate under that name in the state.
  • Licenses and Permits: Depending on your industry, you may need to apply for additional local or state licenses to operate legally.

Failure to comply with these requirements may result in penalties, loss of good standing, or administrative dissolution.

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.

Additional Fees and Considerations

In addition to the $250 registration fee for a Pennsylvania Certificate of Authority, businesses may incur the following costs:

  • Name Registration Fee: If your entity must operate under a different name in Pennsylvania, registering a fictitious name costs $70.
  • Certified Copies: You may request certified copies of your certificate or filed documents for a small fee, typically $40 per document.
  • Registered Office Provider Fee: If using a CROP, expect to pay an annual service fee (rates vary by provider, often $100–$300 per year).
  • Business Licenses: Some industries require specific permits or local business licenses, which involve separate application fees.

Ensure you budget for these potential costs when planning your Pennsylvania business registration.

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

When Is a Certificate of Authority Required?

Your business needs a Pennsylvania Certificate of Authority if it is formed outside Pennsylvania and intends to “transact business” within the state. Common examples include:

  • Opening a physical office or storefront
  • Hiring employees in Pennsylvania
  • Owning or leasing property in the state
  • Entering into contracts or offering services to Pennsylvania residents
  • Holding inventory or a distribution facility

However, certain activities do not typically require a certificate, such as:

  • Defending or settling legal actions
  • Conducting isolated transactions completed within 30 days
  • Holding internal meetings or bank accounts

Always consult a legal professional if you are unsure whether your activities qualify as “doing business” in Pennsylvania. You can find an experienced attorney through UpCounsel for tailored guidance.

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.