PENNSYLVANIA DEPARTMENT OF STATE BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS Return document by mail to: Name Address City State Zip Code Return document by email to: _________________________________ Read all instructions prior to completing. This form may be submitted online at https://www.corporations.pa.gov/. Fee: $250 I qualify for a veteran/reservist-owned small business fee exemption (see instructions) In compliance with the requirements of the applicable provisions of 15 Pa.C.S. § 412 (relating to foreign registration statement), the undersigned foreign association hereby states that: 1. The type of association is (check only one): Business Corporation Limited Partnership Business Trust Nonprofit Corporation Limited Liability (General) Partnership Professional Association Limited Liability Company Limited Liability Limited Partnership 2. The full and proper name of the foreign association as registered in its jurisdiction of formation is: 2A. If the name in 2does not contain a required designator orif the name in is2not available for use in the Commonwealth, the alternate name under which the association is registering in this Commonwealth is: 3. The jurisdiction of formation is: _____________________________________________________________________ 4. The street and mailing address of the association’s principal office. ____________________________________________________________________________________________________________ Number and street City State Zip 4A. The street and mailing address of the office, if any, required to be maintained by the law of the association’s jurisdiction of formation in that jurisdiction: ____________________________________________________________________________________________________________ Number and street City State Zip |
DSCB:15-412 - 2 5. The (a) address of the association’s proposed registered office in this Commonwealth or (b) name of its Commercial Registered Office Provider and the county of venue is: Complete part (a) OR (b) – not both: (a) ________________________________________________________________________________________________________ Number and street City State Zip County OR (b) c/o: _____________________________________________________________________________________________________ Name of Commercial Registered Office Provider County 6. Check one of the following: The association may not have series. The association may have one or more series. 7. Effective date of registration of foreign association (check, and if appropriate complete, one of the following): The Foreign Registration Statement shall be effective upon filing in the Department of State. The Foreign Registration Statement shall be effective on: _________________________ at __________________. Date (MM/DD/YYYY) Hour (if any) 8. To be completed byLimited Liability Companiesonly . Check, and if appropriate complete, one of the following: The association is a limited liability company which is not organized to render any of the below professional service(s). The association is a restricted professional limited liability company organized to render one or more of the following professional service(s): (If this box is checked, one or more of the fields below must be checked.) ___Chiropractic ___Dentistry ___Law ___Medicine and surgery ___Optometry ___Osteopathic medicine and surgery ___Podiatric medicine ___Public accounting ___Psychology ___Veterinary medicine IN TESTIMONY WHEREOF, the undersigned association has caused this Foreign Registration Statement to be signed by a duly authorized representative thereof this ______________ day of ____________________________, 20_________. ______________________________________ Name of Association ___________________________________________________ Signature ___________________________________________________ Title |
DSCB:15-412–Instructions Pennsylvania Department of State Bureau of Corporations and Charitable Organizations P.O. Box 8722 Harrisburg, PA 17105-8722 (717) 787-1057 Website: www.dos.pa.gov/corps General Information Typewritten is preferred. If handwritten, the form must be name. The minimum requirements for association names can legible and completed in black or blue-black ink in order to be found at 15 Pa.C.S. §§ 201-209. Provisions relating to permit reproduction. foreign association names are at 15 Pa.C.S. § 206 and § 414. The nonrefundable filing fee for this form is $250. Checks Designators: should be made payable to the Department of State. Checks Designators are the words or abbreviations used at the end of must contain a commercially pre-printed name and address. the association name which designate the type of association. Filers requesting a veteran/reservist-owned small business fee Minimum designator requirements are: exemption should attach proof of the veteran’s or reservist’s status to the Foreign Registration Statement form when Business corporations – The name of a domestic or submitted. For more information on the fee exemption, see registered foreign business corporation must contain: Fees and Payments. (1) the word “corporation,” “company,” “incorporated” or “limited” or an abbreviation of any of these terms; This form and all accompanying documents shall be mailed to (2) the word “association,” “fund” or “syndicate”; or the address stated above. (3) words or abbreviations of like import used in a jurisdiction other than this Commonwealth. A foreign corporation (both business and nonprofit The name of a business corporation may not contain the term corporation) is required by 15 Pa.C.S. § 4124 or by 15 Pa.C.S. “limited liability company” or an abbreviation of that term. § 6124 (relating to advertisement) to advertise its intention to register or its registration to do business in Pennsylvania. Professional corporations – The provisions of § 203(a) Proofs of publication of such advertising should not be (relating to requirements for business corporation names) shall submitted to, and will not be filed in, the Department, but not prohibit the use of a name of a professional corporation if should be filed with the minutes of the corporation. the name contains and is restricted to the name or the last name of one or more of the present, prospective or former Who should file this form? shareholders or of individuals who were associated with a Foreign filing associations are corporations for profit, predecessor or whose individual name or names appeared in corporations not-for-profit, limited partnerships, limited the name of the predecessor. The name of a professional liability companies, professional associations and business or corporation may contain the term “Professional Corporation” statutory trusts that were not created or formed under the laws or “P.C.,” in place of a business corporation designator. The of Pennsylvania. Foreign filing associations and foreign name of a professional corporation may contain the word limited liability partnerships desiring to do business in this “associates” but this is not considered an association Commonwealth must register with the Department of State by designator. filing this form. A foreign filing association or foreign limited liability partnership may not do business in this Nonprofit corporations – The name of a domestic nonprofit Commonwealth until it registers with the Department. See 15 corporation or registered foreign corporation not-for-profit Pa.C.S. § 403 for activities that do not constitute doing may (but is not required to) contain: business in this Commonwealth. It is up to the association to (1) the word “corporation,” “company,” “incorporated” or determine whether its activities require it to register with the “limited” or an abbreviation of any of these terms; Department of State. (2) the word “association,” “fund” or “syndicate”; or (3) words or abbreviations of like import used in a jurisdiction Applicable Law other than this Commonwealth. For foreign associations, in general, 15 Pa.C.S. §§ 102; 401- 419; for registration statement, 15 Pa.C.S. § 412; for names, Limited liability companies – The name of a domestic 15 Pa.C.S. § 414 and §§ 201-209. Statutes are available on the limited liability company or registered foreign limited liability Pennsylvania General Assembly website, company must contain: www.legis.state.pa.us, by following the link for Statutes. (1) the term “company,” “limited” or “limited liability company” or an abbreviation of one of those terms, or Assocation Name Requirements (2) words or abbreviations of like import used in a jurisdiction Generally, the name of an association may not be the same as other than this Commonwealth. the name of another association which is already on the The name of a limited liability company may not contain any records of the Department of State. Depending on the type of words implying that it is a business corporation, such as association, certain designators must be used in the association |
DSCB:15-412–Instructions 3. “Jurisdiction of formation” means the jurisdiction, other registration purposes. The foreign association itself, rather than Pennsylvania, whose law includes the governing statute than the individual series, should register as the legal entity of the registering association. This field is required. that is transacting business in Pennsylvania. If each or any series of the foreign association transacting business in 4. The street and mailing address of the association’s principal Pennsylvania transacts business under a name other than the office. This address may, but need not be in the jurisdiction of name of the registered foreign association, the foreign formation. This field is required. association must file an Application for Registration of Fictitious Name (DSCB:54-311). This field is required. 4A. The street and mailing address of the association’s office which is required to be maintained in the jurisdiction of 7. Any date specified as the effective date of the Foreign formation. This field is required only if the association is Registration Statement must be a future effective date (after required to maintain an office in the association’s the date and time of its delivery to the Department). A jurisdiction of formation. If the jurisdiction requires that an specified effective date may not be retroactive (prior to the association have and maintain a registered office in that date and time of the delivery of the Foreign Registration jurisdiction, such registered office address must be supplied in Statement to the Department). If a delayed effective date is this field. If the registered office address is in care of a specified, but no time is given, then the time used will be commercial registered office provider, the number and street 12:01 a.m. on the date specified. If neither option for an of the commercial registered office provider should be effective date is checked, it will be presumed that no specified provided. delayed effective date is intended and the document will be effective upon filing. This field is required. 5. This address must be in Pennsylvania. Give one of the following: the registered office address in the Commonwealth 8. If the association is not a restricted professional limited in (a) or the name of a Commercial Registered Office Provider liability company organized to render any of the identified (b) and the county of venue. professional services, the first box must be checked. If the association is a restricted professional limited liability Listing a Commercial Registered Office Provider in lieu of company organized to render any of the identified professional providing a registered office address is an option for any services, the second box must be checked and the appropriate association that does not have a physical location or mailing professional service(s) must be checked. A response to this address in Pennsylvania. Prior to listing a Commercial field is required from limited liability companies only. Registered Office Provider address, the association should All other associations should disregard this item. enter into a contract for the services of the Commercial Registered Office Provider. Signature and Verification An authorized representative of the foreign association must Post office boxes are not acceptable for any address. Under 15 sign the Foreign Registration Statement. Signing a document Pa.C.S. § 135(c) (relating to addresses), an actual street or delivered to the Department for filing is an affirmation under rural route box number must be used as an address, and the the penalties provided in 18 Pa.C.S. § 4904 (relating to Department of State is required to refuse to receive or file any unsworn falsification to authorities) that the facts stated in the document that sets forth only a post office box address. document are true in all material respects. This field is This field is required. required. 6. Check the appropriate statement as to whether or not the foreign association may have one or more series. Associations of certain types are authorized by the law of some states to create series. Whether or not an association may have series is determined by the law of its jurisdiction of formation. Typically, the formation documents of a series association must specifically provide for one or more independent “series” or subsets, with members, managers, membership interests or assets that have separate rights, obligations and liabilities and business purposes from the general association.If series are properly created, a debt, obligation or liability associated with the property of a particular series is enforceable only against property of that series, and not against the property of the association generally or any other series thereof. A series association formed under the laws of another jurisdiction will be treated as a single legal entity for |