A certificate of authority is a type of state registration that allows businesses to operate in Pennsylvania. Companies must obtain a certificate if they want to conduct trade within the state. In addition, some types of corporations require a certificate of authority to do business in Pennsylvania.
Companies can avoid having to file a yearly report if they obtain a certificate of authority. There are exceptions to this rule, however. For example, certain foreign entities cannot register to transact business in Pennsylvania without a certificate of authority.
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What is a Pennsylvania certificate of authority in Business?
A Pennsylvania certificate of authority is needed if you want to open a bank account in Pennsylvania. This document certifies that you are authorized to conduct business in the state. If you don’t file one, you won’t be able to open a bank account there. However, it doesn’t necessarily mean that you’re registered to do business in the state. You’ll still have to register separately if you plan on doing business in Pennsylvania.
Companies must file an application with Pennsylvania’s Department of Revenue before opening up a bank account. This form requires information about the company, including name, address, phone number, tax identification number, and the names of officers. You’ll also need to provide proof of ownership, such as a copy of the corporate charter. Once the department verifies that everything checks out, it issues a certificate of authority.
Filing a certificate of authority doesn’t mean that you are registered with the state; you’ll have to register separately if that’s what you intend to do. To register as a foreign corporation in Pennsylvania, you’ll need to file Form PA-100 Application For Registration Of Foreign Corporation With The Commonwealth Of Pennsylvania.
When do I need a certificate of authority?
The opening of an office or physical location, hiring an employee, before starting a contract or job, before starting a project, licensing authority requirements, and before selling products in a state are just some examples of situations where you might need a certificate of authority (CA).
A CA is required when one party provides goods or services to another party in a different state. For example, if you want to open a retail store in California, you must obtain a CA because it is a requirement for doing business there. If you hire someone to work remotely for you, you must obtain a separate CA because the person working for you is located in a different state.
If you are planning to start a project that involves purchasing materials or equipment from vendors outside of your state, you will likely need a CA. You don’t necessarily need a CA every time you purchase something, however. In fact, most states allow you to buy things without requiring a CA. However, if you plan to use those items in your state, you may need a CA.
In addition to buying things, many businesses also need a CA to provide services. This includes providing legal advice, accounting services, consulting services, engineering services, financial services, insurance services, medical services, professional services, real estate services, software development, technology services, transportation services, etc.
Before starting a contract or job
Before starting a project, you need a CA. When you sign a contract or agree to perform a task, you usually need to show proof that you have obtained the necessary approvals. Therefore, you must obtain a valid CA before you begin the project.
What steps must I take to become an official Pennsylvania (CPA)?
To obtain a PA COA, you must file an application form with the State Department of Taxation. You submit a completed form along with supporting documentation and fees. Once the department processes your application, it issues a Certificate of Authority. This document allows you to register as a foreign corporation doing business in Pennsylvania.
The process begins with completing the application form. For assistance, contact our office or visit us online. We look forward to hearing from you soon!
For Foreign Corporations:
A foreign corporation may incorporate in Pennsylvania. A foreign corporation may conduct business in Pennsylvania, including doing business in the Commonwealth. A foreign corporation may register to do business in Pennsylvania.
Foreign corporations cannot own property in Pennsylvania unless registered here. They are required to file an annual report with our Secretary of State. This report includes information about officers, board members, and shareholders.
Foreign corporations must pay taxes on their income in the United States.
Foreign Nonprofit Corporations:
According to the state Division of Corporation Finance, a foreign corporation must obtain a “Foreign Registration Statement” before doing business in Pennsylvania. This statement is filed with the Secretary of State and includes information about the corporation’s officers, directors, shareholders, and principal place of business.
Companies incorporated outside of Pennsylvania may chose to incorporate in PA. However, companies incorporated in PA may conduct bussiness in PA through a subsidiary, according to the division.
Foreign corporations are required to file a “Annual Report” with the Secretary of State every year. The address of the proposed Registered Offices in the Commonwealth of Pennsylvania must include street and number, according to the division’s website.
There are two types of nonprofit organizations: 501(c)( 3), which do not pay tax, and 501(c )( 4), which do not have to disclose donors. The division requires both types to register annually.
Foreign Professional Corporations:
A foreign corporation must obtain an “FRS,” or Foreign Registration Statement, before doing business in Pennsylvania. This includes filing the document with the Secretary of State and paying fees. There are three types of FRS filings: one for corporations; another for limited liability companies; and a third for partnerships.
The purpose of the FRS is to provide information about the entity to potential investors, creditors, customers, and others interested in doing business with it.
An FRS must include the following information:
• Name of the company
• Contact information
• Date of incorporation
Foreign Limited Partnerships:
A foreign company can incorporate in Pennsylvania if its registered agent is based here.
Foreign companies cannot sell products directly into Pennsylvania without obtaining an out-of-state sales license, although they can ship goods to consumers in the state.
They cannot open a branch office in Pennsylvania or employ people inside the state.
Foreign companies must pay taxes like any other corporation.
They are subject to different laws, regulations, and requirements than domestic businesses.
Foreign Limited Liability Partnerships:
Foreign corporations are required to pay taxes like all United States Citizens. However, foreign limited liability partnerships (LLPs) are exempted from paying Pennsylvania state income tax. This is because LLPs are classified as nonprofit entities under federal law. Therefore, the IRS considers LLPs to be charitable organizations. As such, they do not owe Pennsylvania state income tax.
The Pennsylvania General Assembly passed legislation in 2012 allowing foreign LLCs to operate in Pennsylvania without registering with the Commonwealth. In addition, foreign LLCs are able to take advantage of many of the same benefits afforded to domestic LLCs. These include the ability to conduct business in Pennsylvania, make distributions to members, deduct expenses, issue dividends, and hold assets.
However, there are some important differences between foreign LLCs and domestic LLCs. For example, foreign LLCs are subject to the following restrictions:
1. They cannot maintain bank accounts in Pennsylvania.
2. They cannot transact business in Pennsylvania unless authorized to do so by the Secretary of State.
3. They cannot offer insurance products in Pennsylvania.
4. They cannot sell securities in Pennsylvania.
Foreign Limited Liability Limited Partnerships:
– An LLC is a hybrid entity. It combines a partnership’s tax advantages with a corporation’s liability protection.
– Corporations are subject to double taxation. They pay corporate income taxes twice – once on profits earned within the state and again on dividends distributed out of the state.
– This is why it is important to incorporate outside of the state where you intend to do business.
– Corporations must file annual reports with the Secretary of State’s Office.
– Corporations may conduct business in Pennsylvania without registering with the Secretary of State; however, they must comply with PA law.
– Corporations can be taxed up to 35% on net income.
– Corporations cannot engage in activities that generate a profit.
How will I get proof of my qualifications back from Pennsylvania?
If you are applying for a job in another state, you must submit proof that you qualify for employment in Pennsylvania. This includes documentation showing that you meet the requirements for licensure or certification. You can use the following documents to prove your qualifications:
• A copy of your current license or certification;
• Your most recent employer’s written confirmation that you held the position for which you are applying;
• An affidavit attesting to your educational background and experience;
• Documentation of professional development activities;
• Any additional evidence that supports your ability to perform the duties required by the position.
You do not need to provide copies of transcripts or certificates unless requested by the employer.
For more information about how to apply for jobs in Pennsylvania, please refer to our Job Search Guide.
Which forms must be filed with Pennsylvania to qualify for a state corporation?
To register a foreign corporation in Pennsylvania, you must file an Application for a Certificate of Authority with the Pennsylvania Department of State. This process costs $250.00 and takes about 4 weeks to complete. If you are filing a Foreign Corporation Registration Form, we recommend that you use our Free Service to Register Your Foreign Corporation in Pennsylvania. If you choose to hire us to assist you with registering your foreign corporation, we charge $1,500.00 plus applicable taxes.
We provide the following services:
* File the required documents with the Pennsylvania Department of Revenue
* Prepare the appropriate corporate filings including Articles of Incorporation, By-Laws, and Bylaw Amendments
* Provide legal counsel throughout the entire registration process
* Assist with preparing the necessary Corporate Documents
Frequently Asked Questions
How Much Is the Cost of Authority in PA?
Pennsylvania requires businesses to pay $250 to register, regardless of whether they choose to file online, via mail, or in person, according to the state’s Bureau of Corporations and Businesses. This fee includes filing fees, fees for processing documents, and a one-time registration charge. However, there are ways around paying the fee. For example, you do not need to pay the fee if you are a nonprofit organization. Additionally, you might qualify for a waiver if you operate a business in another state. If you live outside of Pennsylvania, you must still pay the fee. You cannot avoid the fee by registering a corporation in Delaware or Nevada, where the fee is lower.
How Long Does it Take to Process a Certificate of Authority?
If you are applying for a certificate of authority to do business in another state, please follow the instructions listed above. Once we receive your completed application, we will notify you via email whether your request was approved or denied. We will also provide you with information about the next step(s).
James Rourke is a business and legal writer. He has written extensively on subjects such as contract law, company law, and intellectual property. His work has been featured in publications such as The Times, The Guardian, and Forbes. When he’s not writing, James enjoys spending time with his family and playing golf.