Foreign Nonprofit Corporations: Pennsylvania Registration

Pennsylvania uses one statement for every foreign association, and the first item on it is the type. A nonprofit corporation checks Nonprofit Corporation. Registration gives the organization permission to operate in the commonwealth. Its charter and internal governance stay with the incorporating jurisdiction's law, and it never becomes a Pennsylvania entity.

The Department of State's corporations-and-charities bureau takes the filing. Older certificates of authority are treated as registrations already, which matters only for organizations admitted before the current chapter took effect in 2015.

Under 15 Pa.C.S. 411 a foreign nonprofit corporation must register before it does business in Pennsylvania. No statute defines the term. Section 403 lists what is not doing business, and nothing in it is specific to nonprofits, so the same twelve items apply to a charity as to a company:

• Taking part in a lawsuit, arbitration or mediation
• Internal governance, such as board and member meetings
• Having bank or other financial institution accounts
• Transfer or custody arrangements for its own securities
• Selling by way of independent contractors
• Taking orders that only become contracts after acceptance elsewhere
• Borrowing and lending, and taking mortgages or security interests
• Collecting debts, enforcing liens, and managing the property recovered
• A single transaction that stands apart from any series
• Interstate and foreign commerce
• Holding or renting property as a lessee, owning it, or conveying it, with nothing more
• Good-faith disaster and emergency response work

How to apply the list

The Department says activity beyond that list that is regular, systematic or extensive is doing business. Its typical examples include maintaining an office for local operations, making local contracts, and using real estate for general purposes, while passive investment holdings of real estate do not count. Soliciting donations is not on the statutory list, so a nonprofit that raises money from Pennsylvanians should not assume that fundraising alone is exempt. The Department leaves the call to the organization, and a Pennsylvania attorney can answer a close one.

The list governs only the registration duty. Taxes, lawsuits and regulation are decided elsewhere.

Pay $250 and deliver the Foreign Registration Statement online, in the Department's filing portal (a staff member reviews each submission), or by mail to P.O. Box 8722, Harrisburg, with a check to the Department of State. Rush handling costs extra and is not offered by mail.

The statement asks for

• Type of association: Nonprofit Corporation
• The organization's name exactly as in its home record, with a Pennsylvania-only substitute name when the real one cannot be used
• Its jurisdiction of formation
• A principal office address, anywhere, and any office the home law requires
• The Pennsylvania registered office, or a registered office provider plus a county
• Whether it may have series
• When registration takes effect, either at filing or at a later time
• The signature of an authorized representative

The statement travels with a docketing statement, Form DSCB:15-134A, because the instructions require one from foreign corporations. It names who handles the first tax reports and asks for a business description, the organization's federal EIN and its fiscal year end.

Name

A registered foreign nonprofit may, but need not, use certain designator words. If another Pennsylvania record has your name, you can file a Consent to Appropriation of Name, or you can register under an alternate name in Pennsylvania only.

The Department's FAQ is explicit that a foreign corporation, business or nonprofit, supplies neither a good standing certificate nor its articles. The statute describing what the statement contains has no certificate on its list, and neither does the form's attachment list. That leaves the signature, which is an affirmation that the facts are true. Check your charter and your home record for the exact name and date before anyone signs.

Section 6124 of Title 15 makes a foreign nonprofit corporation announce its plan to register, or its registration, by official publication. Under the definitions chapter that means running the notice in two general-circulation papers printed in English in the registered office's county, one being the court-designated legal paper if the county has one. Timing is flexible: the notice can come before or after the statement is filed.

Its contents are short: that the corporation will register or has registered, its name and jurisdiction of formation, the address of its principal office at home, and the proposed Pennsylvania registered office. The Department does not receive the proofs, so keep them with the organization's records. The cost depends on the newspapers, and the Department sets no price.

Pennsylvania does not require a registered agent. Section 411(f) requires a registered office that is maintained without interruption, and it can be the organization's own place of business or any other Pennsylvania address. According to the Department, anyone serving the organization can use the address it has on record.

The form takes either a street address in Pennsylvania with a county, or "c/o" a Commercial Registered Office Provider with a county. A PO box alone is refused. The provider option is meant for an association with no Pennsylvania location or mailing address, and the Department says a provider is different from a registered agent and advises a contract with it first.

To change the registered office later, file an amendment of the registration or report the new address on the next annual report.

The annual report of a foreign nonprofit corporation comes due ahead of July 1, with the first one the year after registration. The Department charges nothing for a nonprofit corporation's report. The form asks for the organization's name, jurisdiction of formation, registered office, a governor, any principal officers, principal office and entity number.

Starting with reports due in 2027, the Department may terminate a registration that is six months behind on its report. It gives notice effective at least 60 days later, and the organization can cure in that window. A terminated foreign registration cannot be reinstated, and the organization has to register again.

Withdrawing

Leaving Pennsylvania takes the withdrawal statement, priced at $70, in which the organization says it no longer does business in the commonwealth. State tax clearance certificates, one from the revenue department and one from the labor and industry department, have to go with it.

Things that stay separate

• Charity registration. The Bureau also runs registration for charitable organizations, a separate program this guide does not cover.
• Federal and state tax exemption.
• Pennsylvania taxes, including sales tax collection where a business has substantial economic nexus.

The consequences are in section 411, and no fine appears there. A foreign nonprofit corporation doing business unregistered cannot bring or maintain a case in a Pennsylvania court until it registers. What the organization agreed to or did stays in force, and it is entitled to answer lawsuits. Limits on the liability of its governors are not given up solely because it did business without registering.

Section 402 puts an unregistered foreign association under the identical obligations and sanctions that bind a registered one. Still, nothing in the chapter sets a late fee, a daily amount or a back charge, and the Department says it leaves penalties for non-registration to others.

A nonprofit corporation cannot use the foreign qualification checkout from Mainstay Filing, since that product registers only LLCs and for-profit corporations. The organization or its attorney files both the statement and the docketing statement. Mainstay Filing's offer is the registered office, $149 per year, unchanged when it renews.

Its Pennsylvania street address goes into item 5 as the registered office, and the Department makes it public. A summons or other paper served at that address is posted in your Mainstay Filing account as a scan on the day of receipt, at no charge. Your first three official mailings each year are likewise scanned without a fee. Where a different office is registered at the moment, Mainstay Filing files the amendment that replaces it, and the state's amendment fee is all you pay. The Pennsylvania registered agent page covers the details. Pennsylvania's rules on who may maintain a registered office are not spelled out for providers, so ask Mainstay Filing support to confirm that the arrangement fits your organization before you order. Mainstay Filing is not a law firm.