Corporations – Foreign Corporation – Pennsylvania

STATUTORY REFERENCE

PENNSYLVANIA CONSOLIDATED STATUTES, Chapter 41

(Foreign Business Corporations)

A foreign corporation may not transact business in Pennsylvania until it has been authorized to do so by the Department of State. A foreign business corporation may not be denied a certificate of authority by reason of the fact that the laws of the jurisdiction governing its incorporation and internal affairs differ from the laws of Pennsylvania.

A foreign insurance corporation is not required to procure a certificate of authority under Chapter 41.

Without excluding other activities that may not constitute doing business in Pennsylvania, a foreign business corporation is not considered to be doing business in Pennsylvania by reason of carrying on any of the following acts:

• Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes.
• Holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs.
• Maintaining bank accounts.
• Maintaining offices or agencies for the transfer, exchange and registration of its securities or appointing and maintaining trustees or depositories with relation to its securities.
• Effecting sales through independent contractors.
• Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, and maintaining offices for those purposes, where the orders require acceptance without Pennsylvania before becoming binding contracts.
• Creating as borrower or lender, acquiring or incurring, obligations or mortgages or other security interests in real or personal property.
• Securing or collecting debts or enforcing any rights in property securing them.
• Transacting any business in interstate or foreign commerce.
• Conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.
• Inspecting, appraising and acquiring real estate and mortgages and other liens thereon and personal property and security interests therein, and holding, leasing, conveying and transferring them, as fiduciary or otherwise.

The Department of State may not issue a certificate of authority to any foreign business corporation that has a name that is rendered unavailable for use by a domestic business corporation.

The provisions relating to duplicate use of names does not prevent the issuance of a certificate of authority to a foreign business corporation setting forth a name that is confusingly similar to the name of any other domestic or foreign corporation for profit or corporation not-for-profit, or of any domestic or foreign limited partnership that has filed a certificate or qualified under Chapter 85 or corresponding provisions of prior law, or of any corporation or other association then registered under 2 P. S. Chapter 5 or to any name reserved or registered, if the foreign business corporation applying for a certificate of authority files in the department one of the following:

• A resolution of its board of directors adopting a fictitious name for use in transacting business in Pennsylvania, which fictitious name is not confusingly similar to the name of the other corporation or other association or to any name reserved or registered and that is otherwise available for use by a domestic business corporation.
• The written consent of the other corporation or other association or holder of a reserved or registered name to use the same or confusingly similar name and one or more words are added to make the name applied for distinguishable from the other name.

An application for a certificate of authority must be executed by the foreign business corporation and must set forth:

• The name of the corporation.
• The name of the jurisdiction under the laws of which it is incorporated.
• The address, including street and number, if any, of its principal office under the laws of the jurisdiction in which it is incorporated.
• The address, including street and number, if any, of its proposed registered office in Pennsylvania.
• A statement that it is a corporation incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise.

A foreign business corporation must publish notice of its intention to apply or its application for a certificate of authority. The notice may appear prior to or after the day on which application is made to the Department of State and must set forth briefly:

• A statement that the corporation will apply or has applied for a certificate of authority under the provisions of the Business Corporation Law of 1988.
• The name of the corporation and of the jurisdiction under the laws of which it is incorporated.
• The address, including street and number, if any, of its principal office under the laws of the jurisdiction in which it is incorporated.
• The address, including street and number, if any, of its proposed registered office in Pennsylvania.

An application for a certificate of authority is filed in the Department of State.

When the application for a certificate of authority is filed, the foreign business corporation is deemed to hold a certificate of authority to do business in Pennsylvania.

A qualified foreign business corporation, so long as its certificate of authority is not revoked, enjoys the same rights and privileges as a domestic business corporation and is subject to the same liabilities, restrictions, duties and penalties now in force or hereafter imposed upon domestic business corporations.

Every qualified foreign business corporation must have and continuously maintain in Pennsylvania a registered office. The registered office may but need not be the same as its place of business in Pennsylvania.

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