Can a Delaware LLC Operate in Pennsylvania?

can a delaware llc operate in pennsylvaniaIf your company will be doing business in Pennsylvania, you may be wondering if a Delaware LLC can operate in Pennsylvania. The answer is yes. In fact, Delaware LLCs can operate in any U.S. state and all over the world.

We often have Pennsylvania clients inquire about forming a Delaware LLC because they have heard about the advantages of forming a company in Delaware. So, how can you properly operate a Delaware LLC in Pennsylvania?

You'll need to undergo Foreign Qualification, the process in which the state of Pennsylvania grants you the authority to operate in that state with a Delaware company. The process is called Foreign Qualfication because your Delaware LLC is considered domestic to Delaware but foreign to Pennsylvania (and all other states).

In order to foreign qualify, Pennsylvania will require a Certificate of Authority, a docketing statement and a filing fee. Pennsylvania does not require a Certificate of Good Standing; however, it reserves the right to request additional documentation on a case by case basis. We can properly prepare the forms for your company and submit them to the state, along with the filing fee.

Pennsylvania typically approves the documents in about two business days. It then mails a confirmation letter and entity number, which Harvard Business Services, Inc. will forward to you by email as soon as it is received.

Publication of the application is not required for LLCs, unless specifically required by the county in which your Pennsylvania Registered Agent resides.

Your Registered Agent's address is where the Pennsylvania Department of State will send any legal documents for your company.

Pennsylvania does have a reporting requirement but it will only be due every 10 years. The state fee, which is due every year that ends in a "1," will be $70 for a foreign LLC.

For example, it was due in 2011 and will be due again in 2021. If you have made any amendments to your filing in this 10 year period, such as changing your Registered Agent, this decennial report will not be required. The Department of State will send you a form to complete and send back in order to be exempt from the report.

Please note that even though a Delaware LLC is registered to do business in Pennsylvania, the LLC still has to pay the annual Delaware Franchise Tax and Delaware Registered Agent Fee in order to remain in good standing with the state of Delaware.

For more information on the Foreign Qualification process, please visit our Foreign Qualification page. For additional questions or for assistance in filing for foreign qualificaiton in Pennsylvania or any other state, please call our friendly and knowledgeable customer service specialists at 800-345-2677.

*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.

More By Devin Scott

There is 1 comment left for Can a Delaware LLC Operate in Pennsylvania?

David said: Friday, April 9, 2021

Hi Devin I own a De S-Corp and want to open a sales hub / office in Pa. Would the same process apply as an LLC? I also want to change the name a little bit as well. Here we are registered as Spaceboy Inc aka Spaceboy Clothing. We are a clothing store that offers a custom printing service and design. The hub will be called “Spaceboy Ink” Do I need to fill out a fictitious name form in De or Pa as well? Thank you! David

HBS Staff replied: Monday, April 12, 2021

Hi David,

Thank you for your question and for reading our article. Your entity is know as domestic to the State of Delaware and foreign to all other states. If you are looking to open a shop in Pennsylvania as a Delaware entity then often the next step is Foreign Qualifcation as they will help you to comply with any local and state compliance matters. A ficticious name is filed in the County and State in which you are doing business in. We will reach out to you to further help answer all of your questions.

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