Pennsylvania Registration for a Foreign Limited Partnership

To Pennsylvania, a foreign limited partnership is any limited partnership whose governing law is not Pennsylvania's, including one from another country. Registration lets the partnership do business here. The partnership stays what it was: it does not become a Pennsylvania limited partnership, and the law back home still decides its governance and the extent to which limited partners are protected.

The same statement is also used by a limited liability limited partnership. The form has separate boxes for a limited partnership and an LLLP, and the statute requires the registration to say which one applies, so a partnership that later gains or drops LLLP status files an amendment. Filing goes through the Bureau of Corporations and Charitable Organizations, based in Harrisburg.

Section 411 of Title 15 says a foreign limited partnership may not begin doing business in Pennsylvania until it has registered. Doing business is not defined anywhere. Section 403 names activities that do not count:

• Litigating, arbitrating, mediating or settling a dispute
• Internal partnership matters, including meetings of the partners
• Having financial institution accounts
• Offices or trustees that handle transfers of the partnership's own securities
• Selling through independent contractors
• Orders that need acceptance elsewhere before they form contracts
• Taking on debts, mortgages or security interests in property
• Collecting debts and enforcing security interests, and looking after the property obtained
• A lone transaction outside any pattern of similar dealings
• Interstate and foreign commerce
• Buying, holding or renting (as the tenant) real estate or personal property, with nothing further
• Good-faith emergency or disaster response work

The Department's gloss

According to the Department, doing anything more regular, systematic or extensive than the list is doing business. Its examples of typical registration triggers are an office for local business, selling personal property outside interstate commerce, contracts that tie into local business or sales, and putting real estate to general use. A partnership that simply holds real estate as a passive investment is not doing business, in the Department's view.

The list answers only the registration question. Taxes, lawsuits and regulation are governed by other laws. The Department leaves it to the partnership to decide whether it has to register, so a close case is one for a Pennsylvania attorney.

The fee is $250, and it is nonrefundable. File online through the Department's Business Filing Services, which still involves staff review, or mail the form to P.O. Box 8722, Harrisburg, and enclose a check to the Department of State. Rush processing is available for an extra fee but not by mail.

What the form asks

• The type of association, where a partnership checks Limited Partnership or Limited Liability Limited Partnership
• The exact name in the home jurisdiction, plus an alternate Pennsylvania name only when that name is unavailable or noncompliant
• The jurisdiction of formation
• The principal office address, wherever it is, and any office the home law requires
• The Pennsylvania registered office or a commercial provider with a county
• Whether the partnership may have series
• The effective date, on filing or later, never earlier
• The signature of an authorized representative

No roster of partners is requested. There is no docketing statement for a limited partnership, because the form limits that attachment to foreign corporations, business trusts and LLCs. The Department says no newspaper advertising is required of limited partnerships either. Registration also exposes the partnership to the general personal jurisdiction of Pennsylvania courts, as the Department explains with reference to the Mallory decision.

No. The statute that lists the contents of a registration statement includes no certificate of existence or good standing. Nothing on the form's attachment list calls for one, and the Department's FAQ answers the question for foreign corporations with a flat no. For a limited partnership the practical result is the same: you send the form and the fee.

The signer affirms, under the state's penalty for unsworn falsification, that the facts are true in all material respects. That includes the name and jurisdiction, so confirm both at home before signing.

Section 411(f) obliges a registered foreign association to hold a Pennsylvania registered office without a gap. Pennsylvania calls it an office and not an agent, and the Department says legal papers can go to that address. It has to be a true street address or rural route box in Pennsylvania, never a PO box alone.

A partnership with no Pennsylvania location or mailing address may instead write "c/o" plus the name of a commercial provider that has filed with the Department, and a county. The Department stresses that a provider is not a registered agent and that the partnership should sign a contract with it first. The county you give governs venue and official publication.

Name

A limited partnership's name does not have to contain a word showing what it is, and it may include a partner's name. An LLLP must include company, limited or the words limited liability limited partnership, or an abbreviation. If the name is taken, an alternate name is used in Pennsylvania, or the other holder signs a consent.

To move the registered office later, amend the registration or put the new address in an annual report, which counts once filed.

Each year, on or before December 31, a registered foreign limited partnership files the annual report, beginning the year after it registers, and the fee is $7. The fee drops to nothing for a partnership with a not-for-profit purpose. Its contents are the name, jurisdiction, registered office, one governor at least, officers if any, the principal office and the entity number.

Extra step for an LLLP

A registered limited liability limited partnership also files a certificate of annual registration by April 15 for the year ending December 31. The fee is a base amount multiplied by the number of general partners who live or are organized in Pennsylvania, and the Department's fee page shows it as at least $340. A certificate not filed within 30 days after the due date draws a $500 penalty, a lien and interest. An ordinary limited partnership has no such certificate.

Termination, amendments and withdrawal

• For reports due from 2027 on, the Department may end a registration six months after a missed report, with notice that takes effect no sooner than 60 days out, and a partnership can cure before the effective date. A terminated foreign registration cannot be reinstated, so the partnership must register again.
• An amendment is needed whenever the name, the type, the home jurisdiction, a home office address, the registered office or the series authority changes.
• Leaving the state means filing the withdrawal statement for a registered foreign association, $70, accompanied by tax clearance certificates from the revenue and labor and industry departments.

Section 411 is where the consequences sit, and no fine is among them. Doing business here unregistered means a foreign limited partnership may not start or maintain a lawsuit in Pennsylvania until it registers. Agreements it made hold up, and defending a case against it is still allowed. A limited partner's liability shield is not waived merely because the partnership did business unregistered.

Nothing in the chapter imposes a late charge, a daily amount or a back-fee bill. The Department describes itself as a filing agency that leaves penalties for non-registration to others.

Mainstay Filing's foreign qualification checkout cannot take a limited partnership; LLCs and for-profit corporations only. The partnership, or its attorney, submits the registration statement to the Department. What Mainstay Filing provides is the registered office service for $149 a year, the same price when it renews.

Mainstay Filing's Pennsylvania street address goes on item 5 of the statement as the registered office, and it becomes public record. A summons or similar paper served there is scanned to your account the business day it arrives, free. The first three government mailings each year get free scans too. If the partnership is registered with a different office already, Mainstay Filing files the amendment that moves it, and you pay only the state's amendment fee, which is the same $250. The Pennsylvania registered agent page describes the service. Mainstay Filing is not a law firm, so legal questions go to an attorney.