What is a Foreign LLC in Pennsylvania – Definition and Filing


Steve Bennett
Steve Bennett
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If you have an LLC in Pennsylvania and want to expand your business beyond Pennsylvania, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Pennsylvania, must file a foreign LLC in Pennsylvania. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Pennsylvania government.

In this article, you’ll be reading about how to start a foreign LLC in Pennsylvania. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Pennsylvania after you form it.

Forming a Foreign LLC in Pennsylvania

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Pennsylvania, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Pennsylvania) and wants to expand their operations in Pennsylvania can file their LLC as a foreign entity. To start a foreign LLC in Pennsylvania, you need to register it with the Pennsylvania Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Pennsylvania for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Pennsylvania. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Subsistence Certificate From Home State

llc formation document

Before you proceed to register your LLC in Pennsylvania as a foreign entity, you must get the Subsistence Certificate issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Pennsylvania, then you must obtain the Subsistence Certificate from Pennsylvania Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Pennsylvania must get this document to register a foreign LLC in Pennsylvania.

Filing Subsistence Certificate: In Pennsylvania, to obtain the Subsistence Certificate, you must visit the link mentioned. Log in to the SOS portal and order a Certificate of Existence by following the online filing procedure.

Step 2: Choose Pennsylvania Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Pennsylvania Secretary of State. Your LLC’s legal name outside of Pennsylvania will be listed on the application, along with the name it will use in Pennsylvania. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Pennsylvania to use. Check name availability at Pennsylvania’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Pennsylvania when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Pennsylvania Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Pennsylvania, you must have a registered agent from Pennsylvania only. No matter where your domestic LLC is located, you must hire a registered agent from Pennsylvania for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Pennsylvania and take note that the Pennsylvania Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Pennsylvania Foreign LLC

The most important step is to send the application for registration with Pennsylvania SOS. Download the PDF form from the Pennsylvania Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

filing foreign llc
  • LLC’s full legal name.
  • A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
    • DBA filing method in Pennsylvania: two methods, by mail and in person.
    • Online: There is no online filing available
    • Offline: For filing offline in Pennsylvania, you must send the accomplished DBA filing form to the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, P.O. Box 8722, Harrisburg, PA 17105-8722 or drop it off in person at 401 North Street, Room 206, Harrisburg, PA 17120.
    • DBA filing fee in Pennsylvania: $70
  • LLC’s principal office and mailing addresses
  • LLC formation state and date.
  • Registered agent’s name and address in Pennsylvania.
  • Date when your LLC will start operations in Pennsylvania.
  • Credit card information is on the last page of the form for the application fee.

Online Filing

To register your LLC in Pennsylvania as a foreign business entity, you must first Register with the SOS. The following link will help you to create an account with the portal. Use your name, official email, and user ID, and set up a password to register with the SOS portal. Once you are done, you will be able to access the online foreign LLC registration form from your dashboard. Submit the form after successfully filling up with the required information along with the designated fees.

Offline Filling

Not Applicable

Foreign LLC Registration Fee in Pennsylvania: The processing (registration) fee for a foreign LLC in Pennsylvania is $250. This amount must be paid at the time of submission of the registration form. Before you make the payment, check with the SOS portal for the methods. In case of online payments Credit Cards are accepted (MasterCard and Visa).

The LLC cost in Pennsylvania, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Pennsylvania’s domestic and foreign LLCs.

Step 5: Determine How Your Pennsylvania Foreign LLC is taxed

llc tax

Foreign LLCs are also subjected to the Pennsylvania Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Pennsylvania for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Pennsylvania. However, it is recommended to check with the Pennsylvania Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Pennsylvania Foreign LLC Online – Quick Recap

  1. Get the Subsistence Certificate from your home state where your LLC is originally registered
  2. Check if the name of your LLC is available in Pennsylvania to use for your foreign LLC. If not, file DBA name with Pennsylvania SOS.
  3. Get a registered agent in Pennsylvania to represent your foreign LLC in Pennsylvania. Recommended, professional help instead of being your own registered agent.
  4. File the Application of Foreign LLC with the Pennsylvania Secretary of State following the mentioned method(s) above.
  5. Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Pennsylvania with the FinCEN.

After Forming Pennsylvania Foreign LLC

Here are added things you need to accomplish after forming your Pennsylvania Foreign LLC

  1. Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Pennsylvania Department of State.
  2. File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Pennsylvania. Here’s everything about Pennsylvania LLC Annual Reports.
  3. Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

Can a foreign LLC do business in Pennsylvania?
Yes, a foreign LLC can do business in Pennsylvania by registering with the state.
What is required to form a foreign LLC in Pennsylvania?
To form a foreign LLC in Pennsylvania, you need to file a Certificate of Registration with the Department of State.
How much does it cost to register a foreign LLC in Pennsylvania?
The cost to register a foreign LLC in Pennsylvania is $250.
Do I need a registered agent for my foreign LLC in Pennsylvania?
Yes, a registered agent is required for a foreign LLC in Pennsylvania.
Can I serve as my own registered agent for my foreign LLC in Pennsylvania?
No, you cannot serve as your own registered agent for a foreign LLC in Pennsylvania.
How long does it take to form a foreign LLC in Pennsylvania?
The processing time to form a foreign LLC in Pennsylvania is typically 5-7 business days.
Are there any annual reporting requirements for a foreign LLC in Pennsylvania?
Yes, foreign LLCs in Pennsylvania are required to file an annual report with the Department of State.
What information is needed to register a foreign LLC in Pennsylvania?
The information needed to register a foreign LLC in Pennsylvania includes the LLC’s name, principal office address, registered agent information, and details of the LLC’s members and managers.
Can I use a business address as the registered office address for my foreign LLC in Pennsylvania?
Yes, a business address can be used as the registered office address for a foreign LLC in Pennsylvania.
Are there any publication requirements for a foreign LLC in Pennsylvania?
No, there are no publication requirements for foreign LLCs in Pennsylvania.
Is there a minimum capital requirement to form a foreign LLC in Pennsylvania?
No, there is no minimum capital requirement to form a foreign LLC in Pennsylvania.
Can a foreign LLC convert to a domestic LLC in Pennsylvania?
Yes, a foreign LLC can convert to a domestic LLC in Pennsylvania by filing a conversion application.
Can an existing LLC in another state change its state of formation to Pennsylvania?
Yes, an existing LLC in another state can change its state of formation to Pennsylvania by registering as a foreign LLC in Pennsylvania and then converting to a domestic LLC.
Are foreign LLCs in Pennsylvania required to have a Federal Employer Identification Number (FEIN)?
Yes, foreign LLCs in Pennsylvania are required to have a FEIN for tax purposes.
Can a foreign LLC in Pennsylvania open a bank account?
Yes, a foreign LLC in Pennsylvania can open a bank account once it has been properly registered with the state.
Can a foreign individual form an LLC in Pennsylvania?
Yes, a foreign individual can form an LLC in Pennsylvania as a member or manager.
Can a foreign LLC in Pennsylvania be managed by members?
Yes, a foreign LLC in Pennsylvania can be managed by its members or by designated managers.
Are foreign LLCs in Pennsylvania subject to the state’s corporate income tax?
Yes, foreign LLCs in Pennsylvania are subject to the state’s corporate income tax.
Can a foreign professional LLC operate in Pennsylvania?
Yes, a foreign professional LLC can operate in Pennsylvania by meeting the state’s licensing requirements.
How does a foreign LLC in Pennsylvania dissolve?
A foreign LLC in Pennsylvania can dissolve by filing a Certificate of Dissolution with the Department of State.
What happens if a foreign LLC in Pennsylvania fails to maintain a registered agent?
If a foreign LLC in Pennsylvania fails to maintain a registered agent, it may face penalties and possible administrative dissolution.
Can a foreign LLC in Pennsylvania change its name?
Yes, a foreign LLC in Pennsylvania can change its name by filing an amendment with the Department of State.
Are foreign LLC owners in Pennsylvania personally liable for the LLC’s debts?
No, foreign LLC owners in Pennsylvania are generally not personally liable for the LLC’s debts.
Are foreign LLCs in Pennsylvania required to hold annual meetings?
No, foreign LLCs in Pennsylvania are not required to hold annual meetings.
Can a foreign LLC in Pennsylvania operate under a different name than its legal name?
Yes, a foreign LLC in Pennsylvania can operate under a different trade name by filing a fictitious name registration with the Department of State.
Can a foreign LLC in Pennsylvania sell goods online?
Yes, a foreign LLC in Pennsylvania can sell goods online, but may need to obtain a sales tax license from the Department of Revenue.
Can a foreign LLC in Pennsylvania apply for grants or loans?
Yes, a foreign LLC in Pennsylvania can apply for grants or loans from state or federal agencies, provided they meet the eligibility criteria.
Will a foreign LLC in Pennsylvania need to obtain zoning permits for its business location?
Yes, a foreign LLC in Pennsylvania will need to obtain zoning permits from the local municipality where its business is located.
How can I learn more about forming a foreign LLC in Pennsylvania?
You can learn more about forming a foreign LLC in Pennsylvania by contacting the Pennsylvania Department of State or consulting with a qualified attorney.
Why should I form a foreign LLC in Pennsylvania?
You would need to form a foreign LLC in Pennsylvania if your existing LLC is already registered in another state and you want to conduct business in Pennsylvania.

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In Conclusion

Having a foreign LLC in Pennsylvania is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Pennsylvania does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Subsistence Certificate to hiring a registered agent in Pennsylvania, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Pennsylvania can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Pennsylvania is a success.

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