Foreign Limited Liability Partnerships Registering in Pennsylvania

Think of a foreign LLP as a partnership whose limited liability status comes from some other jurisdiction's law. Pennsylvania's registration chapter names foreign LLPs right alongside foreign filing associations throughout. Registering permits the LLP to do business here. It remains a partnership of its home jurisdiction, with that law governing its internal affairs.

The registration form is shared by all foreign associations. An LLP checks the box for a Limited Liability (General) Partnership. Paperwork is handled by the Department of State's corporations bureau, which also oversees charities.

The statute is blunt: a foreign LLP cannot do business in Pennsylvania before it registers (15 Pa.C.S. 411). The phrase has no definition, but section 403 says the following do not amount to doing business:

• Maintaining or defending a lawsuit, or taking part in arbitration or mediation, and settling any of them
• Partners' meetings and other internal governance
• Accounts at financial institutions
• A transfer agency or trustee arrangement for the LLP's own securities
• Using independent contractors to sell
• Sales that stay non-binding until a party outside the state signs off
• Creating or acquiring obligations, debts, mortgages or security interests
• Pursuing unpaid debts and foreclosing on collateral, then caring for what was recovered
• A one-time deal with no pattern of similar deals
• Doing business in interstate or foreign commerce
• Holding title to land, mortgages, liens or personal property, or renting them as the tenant, with nothing else going on
• Disaster or emergency response work done in good faith

Reading the list

The Department treats activity more regular, systematic or extensive than this as doing business. It points to maintaining an office for local intrastate business, selling personal property that isn't in interstate commerce, making local contracts, and treating real estate as a general-purpose asset as typical examples, and it carves out passive ownership of investment real estate.

The list matters only to registration. An LLP that need not register can still be sued, taxed or regulated here under other laws. Because the Department says the association itself decides whether registration is required, borderline facts should go to a Pennsylvania lawyer.

Registration costs $250, which is nonrefundable. You can file through the Department's Business Filing Services or send a paper copy to the Bureau's Harrisburg post office box together with a check for the Department of State. Expedited service is an add-on that cannot be requested by mail.

Contents

• The type of association: Limited Liability (General) Partnership
• The LLP's name as registered at home, plus an alternate Pennsylvania name only if that name is unavailable or not compliant
• The jurisdiction of formation
• Where the principal office is, and the address of any office home law demands
• The Pennsylvania registered office, or a provider's name and a county
• Whether it may have series
• An effective date that is the filing date or later
• The signature of an authorized representative

An LLP skips the docketing statement, since the instructions confine that attachment to other entity types, and it skips the newspaper notice too. The name has to include company, limited, or limited liability partnership, or an abbreviation of one of them, unless words of like import from another jurisdiction are used. By registering, the LLP also accepts the general personal jurisdiction of Pennsylvania's courts, which the Department highlights in light of the Mallory decision.

An LLP is never asked to produce home-state evidence of its standing. The statutory list of what a registration statement states has no such item, the attachments listed on the form do not include one, and the Department's FAQ on the subject says registrants simply complete the forms. Nothing from your home state needs ordering, so there is no age limit to watch.

What the signer does is affirm that the facts are true. Pull the home record before signing, because the name and formation jurisdiction have to match it.

Instead of an agent, Pennsylvania wants a registered office (section 411(f)). In the Department's words, service on an entity can go to the registered address it has on file. Expect to give a Pennsylvania street or rural route address; a PO box on its own is turned away.

An LLP without a Pennsylvania presence can name a Commercial Registered Office Provider by writing "c/o" and the provider's name along with a county. The provider route is described as being for an association without a physical location or mailing address in the commonwealth. The Department cautions that a provider is not an agent and that a contract should be in place first, since the Department warns that civil and criminal exposure follows from naming a provider without a contract.

A move needs an amendment of the registration at the same fee, or the new address can appear on the next annual report and takes effect when that report is filed.

An LLP files the annual report on or before December 31 beginning the year after it registers. It costs $7. The form asks for the LLP's name, home jurisdiction, registered office, a governor, any officers, the principal office and the state-issued entity number.

Certificate of annual registration

Separately, every foreign LLP registered on December 31 must file a certificate of annual registration, signed by a general partner, by April 15 of the next year (15 Pa.C.S. 8221). The amount is a base fee times each general partner who lives in Pennsylvania or is organized under its laws, and the Department's fee page lists the annual registration for a partnership as at least $340. Once 30 days have passed after the due date, the Department assesses a $500 penalty, which becomes a lien with the unpaid fee and interest. Five straight years without filing terminates a foreign LLP's registration.

When a registration ends

• Beginning with reports due in 2027, the Department can terminate a registration six months after a missed annual report. Notice has to take effect at least 60 days later, which leaves time to cure.
• A terminated foreign LLP cannot reinstate. It registers again, and the Department states that the liability shield of a foreign LLP is not retroactively restored.
• To leave voluntarily, an LLP submits the withdrawal statement ($70) and, with it, clearance certificates showing its state taxes are paid.

Pennsylvania's answer is in section 411. A foreign LLP doing business without registering has no right to bring suit in the commonwealth until it registers. The deals it made stay valid, and it may still respond to a complaint. The limit on a partner's liability survives the lapse, though the Department's remarks on terminated registrations show how important it is to keep one in place.

The chapter sets no fine, no per-day amount and no back-fee. On the Department's side, it describes its job as record-keeping rather than penalty enforcement.

An LLP cannot buy the foreign qualification checkout (a product for LLCs and for-profit corporations only), which means the registration is submitted by the partnership itself or by its counsel. Mainstay supplies the registered office at $149 per year, and that rate holds steady into renewal.

You enter Mainstay's Pennsylvania street address as the registered office in item 5, and the state publishes it. If a summons or another legal paper is served there, you can open a scan in your Mainstay account that business day. There is no fee for it, and none for scanning the first three government letters you receive in a year. If the LLP has a different registered office on file now, Mainstay files the amendment to change it, for the state's own amendment fee and nothing more. The Pennsylvania registered agent page has the details. Mainstay supplies paperwork and an office, not legal advice. The annual report and the certificate of annual registration are the partnership's own.