Foreign Business Corporations
Foreign Corporations may register to do business in Pennsylvania. These may be incorporated for profit under any laws other than Pennsylvania. They may also be incorporated as nonprofit businesses, (wherein their purpose does not involve pecuniary profit, incidental or otherwise) incorporated under any law other than Pennsylvania. Some activities may exclude a business from these requirements.
Generally, foreign corporations may not do business in Pennsylvania without receiving a Certificate of Authority from the Secretary of the Commonwealth. To receive a Certificate of Authority, a foreign corporation must file the Application for a Certificate of Authority accompanied by a docketing statement, the Certificate of Authority must contain the following information:
- The corporation name must be available for use.
- The application must be signed by one duly authorized officer of the corporation.
- It must list the state or country of incorporation.
- The address of the principal office in the state or country of incorporation must include the street and number, if any; the use of a P.O. Box is not acceptable.
- The address of the proposed registered office in the Commonwealth of Pennsylvania must include street and number, if any; the use of a P.O. Box alone is not acceptable. A commercial registered officer provider's address is acceptable.
- A statement that the purpose of the corporation involves pecuniary profit, incidental or otherwise, to its shareholders.
- If the foreign corporation is qualifying with a nonprofit status it should state that the purpose does not involve pecuniary profit, incidental or otherwise.
Publication of either the intent to file or the actual filing of the application for certificate of authority 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.