Summary
The fact that you may need to register with state agencies like Pennsylvania Department of State is a sneaky misconception that many folks miss.
However, with the rise of remote work, states have begun cracking down and levying penalties for those who (unknowingly) fail to register.
If you're considering operating in Pennsylvania, use this guide to:
- Explore the that triggers the need to register with the Pennsylvania Department of State, including criteria such as physical presence, economic activity, and advertising efforts.
- Determine where and how to register with the Pennsylvania Department of State.
- Understand additional requirements such as Registered Agents, registration with other state departments, and ongoing annual reports.
What criteria would trigger the requirement to register with the Pennsylvania Department of State?
What's considered "doing business" in Pennsylvania
Physical Presence: The following constitute a physical presence in Pennsylvania:
- Having an office, store, warehouse, or any other place of business.
- Employees, contractors, or agents conducting business within Pennsylvania.
- Owning or leasing property (real estate or tangible property) within the state.
Economic Activity: Engaging in these activities in Pennsylvania can also establish a connection to the state:
- Selling goods or services to Pennsylvania customers (even through e-commerce or remote sales).
- Providing services within Pennsylvania.
- Regularly soliciting business in Pennsylvania.
Nexus:
- Pennsylvania recognizes the concept of nexus – a sufficient connection to the state that creates tax obligations.
- This includes physical presence or significant economic activity in the state.
Specific Examples: The following activities are likely considered doing business in Pennsylvania:
- Operating a physical retail store or restaurant in Pennsylvania.
- Having a Pennsylvania-based office.
- Maintaining a warehouse or distribution center in Pennsylvania.
- Providing consulting or repair services to Pennsylvania clients.
- Selling products to Pennsylvania residents through an online store or marketplace (especially if you hit certain sales thresholds).
Where do I register, and what else is required?
Pennsylvania Department of State
- A Certificate of Good Standing is not required.
In addition:
A Registered Agent is required to serve as the company's physical in-state presence to receive important legal documents. Do not fall victim to the common misconception that you can leverage an in-state employee as your Registered Agent. It's far too risky.
You'll want to review the other registrations required in Pennsylvania. Here's a Pennsylvania specific guide we put together.
What is the registration fee?
The fee charged by Pennsylvania is $250.
How long does Pennsylvania usually take to process?
Pennsylvania usually takes approximately 2 - 3 weeks to process registrations.
What is required ongoing?
Each state has a complex schedule of required annual reports, which can vary by entity type. Let's take a look at Pennsylvania's:
C-Corporation
- Filing Date: June 30
- Filing Frequency: Annual
LLC
- Filing Date: June 30
- Filing Frequency: Annual
Non-Profit
- Filing Date: June 30
- Filing Frequency: Annual
There is an Easier Way
Automate registration and annual report tracking in AbstractOps.This guide should definitely help reduce some of the confusion for Pennsylvania. However, if you have multiple states to worry about, you may look to:
Automate state registrations and annual reports
Centralize email, snail mail, state ID’s, and registered agents, and
Take control of action items, eliminating risks before they become penalties.
Start the AbstractOps product demo to see how easy this can be.
Note: For the avoidance of doubt, nothing provided here shall contemplate, constitute or include tax or legal advice. Always double check with state agency websites for the most up-to-date requirements.
