APPLICATION FOR CERTIFICATE OF AUTHORITY
TO TRANSACT BUSINESS IN THE COMMONWEALTH OF PENNSYLVANIA
(Foreign Business Corporation)
[// GUIDANCE: This template is modeled on 15 Pa. Cons. Stat. § 4124 et seq. It is intentionally drafted to exceed the minimum Secretary of the Commonwealth form requirements so that (i) counsel may attach it to the state-issued cover sheet or incorporate its language verbatim, and (ii) the foreign corporation has a single, internally approved record of its Pennsylvania qualification, ongoing obligations, and withdrawal mechanics.]
TABLE OF CONTENTS
- Document Header
- Recitals
- Definitions
- Operative Provisions
4.1 Qualification Statement
4.2 Registered Office Appointment
4.3 Business Purpose
4.4 Effective Date - Representations and Warranties
- Covenants and Ongoing Obligations
- Default; Administrative Revocation; Remedies
- Withdrawal Procedures
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Application for Certificate of Authority (the “Application”) submitted to the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations (the “Bureau”) pursuant to 15 Pa. Cons. Stat. § 4124 by:
• [LEGAL NAME OF FOREIGN CORPORATION], a corporation organized under the laws of [STATE/COUNTRY OF INCORPORATION] (the “Corporation”).
Effective Date: [EFFECTIVE DATE] (may be no more than 90 days after filing).
2. RECITALS
A. The Corporation is a business corporation duly incorporated and in good standing under the laws of [STATE/COUNTRY OF INCORPORATION].
B. The Corporation desires to transact business in the Commonwealth of Pennsylvania (“Pennsylvania”) and is required to obtain a certificate of authority to do so.
C. The Corporation adopts this Application, to be filed with the Bureau in accordance with 15 Pa. Cons. Stat. § 4124.
NOW, THEREFORE, the Corporation submits the following information, representations, and undertakings:
3. DEFINITIONS
Capitalized terms have the meanings set forth below:
“BCL” means the Pennsylvania Business Corporation Law of 1988, 15 Pa. Cons. Stat. §§ 1101 et seq.
“Bureau” has the meaning given in Section 1.
“Certificate of Authority” means the certificate issued by the Bureau evidencing the Corporation’s authorization to transact business in Pennsylvania.
“Foreign Corporation” means a corporation incorporated under laws other than those of Pennsylvania, as defined in 15 Pa. Cons. Stat. § 4102.
“Registered Office” has the meaning set forth in Section 4.2.
4. OPERATIVE PROVISIONS
4.1 Qualification Statement
Pursuant to BCL § 4124(a), the Corporation applies for authority to transact business in Pennsylvania and states as follows:
a. Legal Name: [LEGAL NAME]
b. Alternate Name (if the legal name is unavailable in PA): [ALTERNATE NAME OR “N/A”]
c. Jurisdiction of Incorporation: [STATE/COUNTRY]
d. Date of Incorporation: [MM/DD/YYYY]
e. Duration: [“Perpetual” OR SPECIFY TERM]
f. Principal Office Address: [STREET, CITY, STATE, ZIP, COUNTRY]
g. Principal Office Address in the United States (if (f) is outside the U.S.): [ADDRESS OR “N/A”]
4.2 Registered Office Appointment
The Corporation designates its Pennsylvania registered office as required by BCL § 1507:
[ ] Option 1 – Physical Address:
Registered Office Address: [STREET, CITY, COUNTY, PA ZIP]
[ ] Option 2 – Commercial Registered Office Provider (“CROP”):
CROP Name: [CROP NAME]
County of Venue: [COUNTY]
[// GUIDANCE: Only one option may be checked. If using a CROP, attach the CROP’s written consent or verify that consent is on file with the Bureau.]
4.3 Business Purpose
The Corporation is authorized to engage in any lawful business permitted to a corporation under the BCL, including, without limitation, [BRIEF DESCRIPTION OF BUSINESS ACTIVITIES], subject to any licensing or regulatory approvals that may be required.
4.4 Effective Date
The Certificate of Authority shall be effective (check one):
[ ] Upon filing by the Bureau.
[ ] At [TIME] a.m./p.m. on [DATE] (not more than 90 days after filing).
5. REPRESENTATIONS AND WARRANTIES
The Corporation represents and warrants to the Bureau that, as of the date of filing:
5.1 Good Standing. The Corporation is in good standing under the laws of its jurisdiction of incorporation and all necessary fees, franchise taxes, and reports have been timely paid and filed.
5.2 Corporate Power. The Corporation possesses the requisite corporate power and authority to execute, deliver, and file this Application and to transact business in Pennsylvania.
5.3 Accuracy. The information contained in this Application and any attachments is true, correct, and complete.
5.4 No Conflicts. The filing of this Application does not violate the Corporation’s articles of incorporation, bylaws, or any applicable law in its jurisdiction of incorporation.
[// GUIDANCE: Attach a Certificate of Good Standing (or equivalent) dated within 90 days of filing, if available, to streamline Bureau review.]
6. COVENANTS AND ONGOING OBLIGATIONS
The Corporation covenants that, so long as it is authorized to transact business in Pennsylvania:
6.1 Registered Office Maintenance. The Corporation shall continuously maintain a Registered Office or CROP in Pennsylvania in compliance with BCL § 1507 and promptly file any Statement of Change required under BCL § 1508.
6.2 Decennial/Annual Reports. The Corporation shall timely file all reports and pay all fees required by law, including the decennial report under 54 Pa. Cons. Stat. § 503 or any subsequent annual report requirement enacted by the General Assembly.
6.3 Franchise and Other Taxes. The Corporation shall pay all Pennsylvania taxes, including Corporate Net Income Tax and Foreign Franchise Tax, and shall register for sales/use and employer withholding taxes if applicable.
6.4 Service of Process. The Corporation consents to service of process at its Registered Office and shall keep such information current.
6.5 Record-Keeping. The Corporation shall make its books, records, and shareholder lists available for inspection in accordance with BCL § 1508 and other applicable provisions.
7. DEFAULT; ADMINISTRATIVE REVOCATION; REMEDIES
7.1 Grounds for Revocation. Failure to comply with the covenants in Section 6 or any provision of the BCL may result in administrative revocation of the Certificate of Authority under BCL § 4145.
7.2 Notice and Cure. Before revocation, the Corporation shall receive written notice from the Bureau and shall have 60 days to cure the default, unless a shorter period is specified by statute.
7.3 Effect of Revocation. Upon revocation, the Corporation may not transact business in Pennsylvania except to wind up its affairs, and it remains subject to service of process and the jurisdiction of Pennsylvania courts with respect to liabilities incurred while authorized.
7.4 Reinstatement. The Corporation may apply for reinstatement within the time and upon the conditions set forth in BCL § 4146.
8. WITHDRAWAL PROCEDURES
8.1 Voluntary Withdrawal. The Corporation may voluntarily withdraw its authority by filing a Statement of Withdrawal under BCL § 4129.
8.2 Requirements. The Statement of Withdrawal must:
a. Identify the Corporation and its PA entity number;
b. State that the Corporation is not transacting business in Pennsylvania and surrenders its authority;
c. Revoke the Registered Office appointment; and
d. Provide an address for service of process in its jurisdiction of incorporation.
8.3 Tax Clearance. Prior to filing, the Corporation must obtain a Tax Clearance Certificate from the Pennsylvania Department of Revenue and the Department of Labor & Industry (72 P.S. § 8861).
8.4 Effectiveness. Withdrawal is effective upon filing, subject to payment of all fees and taxes then due.
9. GENERAL PROVISIONS
9.1 Amendments. Any amendment to this Application (e.g., name change, change of jurisdiction of incorporation) shall be filed with the Bureau on the appropriate form within 30 days after the change, together with applicable fees.
9.2 Governing Law. This Application is governed by and shall be construed in accordance with the BCL and other applicable laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles.
9.3 Severability. If any provision of this Application is held invalid under applicable law, the remaining provisions shall remain in full force and effect.
9.4 Integration. This Application, together with all attachments required by the Bureau, constitutes the complete submission for purposes of obtaining the Certificate of Authority.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned officer, duly authorized by the Corporation’s board of directors, executes this Application on behalf of the Corporation.
| Name of Corporation | [LEGAL NAME] |
|---|---|
| PA Entity No. (assigned by Bureau) | [____] |
| Date | [MM/DD/YYYY] |
Signature: ________
Name: [PRINTED NAME]
Title: [AUTHORIZED OFFICER TITLE]
Email: [OFFICER EMAIL]
Telephone: [OFFICER PHONE]
[Corporate Seal, if any]
[// GUIDANCE:
1. The Bureau accepts manual signatures, facsimile signatures, or signatures produced by secure electronic means consistent with 15 Pa. Cons. Stat. § 122.
2. Notarization is not required for foreign qualification filings.
3. Attach:
• Form DSCB:15-134A (Docketing Statement – New Entity)
• Check payable to “Department of State” in the amount of the filing fee (currently $250; verify current fee).
• Any required consents (e.g., CROP consent).]
END OF DOCUMENT