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PENNSYLVANIA DEPARTMENT OF STATE BUREAU OF CORPORATIONS AND (How to Start a Business)

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PENNSYLVANIA DEPARTMENT OF STATE
BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS
Read all instructions prior to completing. This form may be submitted online at https://www.corporations.pa.gov/.
Fee: $250
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 2 does not contain a required designator or if the name in 2 is not available for use in the
Commonwealth, the alternate name under which the association is registering in this Commonwealth is:
A resolution of the governors adopting the name in 2A for use in registering to do business in this Commonwealth must be attached.
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
Return document by mail to:
Name
Address
City State Zip Code
Return document by email to:
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 by Limited Liability Companies only. 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
web site: www.dos.pa.gov/corps
General Information
Typewritten is preferred. If handwritten, the form must be
legible and completed in black or blue-black ink in order to
permit reproduction.
The nonrefundable filing fee for this form is $250. Checks
should be made payable to the Department of State. Checks
must contain a commercially pre-printed name and address.
This form and all accompanying documents shall be mailed to
the address stated above.
A foreign corporation (both business and nonprofit
corporation) is required by 15 Pa.C.S. § 4124 or by 15 Pa.C.S.
§ 6124 (relating to advertisement) to advertise its intention to
register or its registration to do business in Pennsylvania.
Proofs of publication of such advertising should not be
submitted to, and will not be filed in, the Department, but
should be filed with the minutes of the corporation.
Who should file this form?
Foreign filing associations are corporations for profit,
corporations not-for-profit, limited partnerships, limited
liability companies, professional associations and business or
statutory trusts that were not created or formed under the laws
of Pennsylvania. Foreign filing associations and foreign
limited liability partnerships desiring to do business in this
Commonwealth must register with the Department of State by
filing this form. A foreign filing association or foreign limited
liability partnership may not do business in this
Commonwealth until it registers with the Department. See 15
Pa.C.S. § 403 for activities that do not constitute doing
business in this Commonwealth. It is up to the association to
determine whether its activities require it to register with the
Department of State.
Applicable Law
For foreign associations, in general, 15 Pa.C.S. §§ 102; 401-
419; for registration statement, 15 Pa.C.S. § 412; for names,
15 Pa.C.S. § 414 and §§ 201-209. Statutes are available on the
Pennsylvania General Assembly website,
www.legis.state.pa.us, by following the link for Statutes.
Assocation Name Requirements
Generally, the name of an association may not be the same as
the name of another association which is already on the
records of the Department of State. Depending on the type of
association, certain designators must be used in the association
name. The minimum requirements for association names can
be found at 15 Pa.C.S. §§ 201-209. Provisions relating to
foreign association names are at 15 Pa.C.S. § 206 and § 414.
Designators:
Designators are the words or abbreviations used at the end of
the association name which designate the type of association.
Minimum designator requirements are:
Business corporations – The name of a domestic or
registered foreign business corporation must contain:
(1) the word “corporation,” “company,” “incorporated” or
“limited” or an abbreviation of any of these terms;
(2) the word “association,” “fund” or “syndicate”; or
(3) words or abbreviations of like import used in a jurisdiction
other than this Commonwealth.
The name of a business corporation may not contain the term
“limited liability company” or an abbreviation of that term.
Professional corporations – The provisions of § 203(a)
(relating to requirements for business corporation names) shall
not prohibit the use of a name of a professional corporation if
the name contains and is restricted to the name or the last
name of one or more of the present, prospective or former
shareholders or of individuals who were associated with a
predecessor or whose individual name or names appeared in
the name of the predecessor. The name of a professional
corporation may contain the term “Professional Corporation”
or “P.C.,” in place of a business corporation designator. The
name of a professional corporation may contain the word
“associates” but this is not considered an association
designator.
Nonprofit corporations – The name of a domestic nonprofit
corporation or registered foreign corporation not-for-profit
may (but is not required to) contain:
(1) the word “corporation,” “company,” “incorporated” or
“limited” or an abbreviation of any of these terms;
(2) the word “association,” “fund” or “syndicate”; or
(3) words or abbreviations of like import used in a jurisdiction
other than this Commonwealth.
Limited liability companies – The name of a domestic
limited liability company or registered foreign limited liability
company must contain:
(1) the term “company,” “limited” or “limited liability
company” or an abbreviation of one of those terms, or
(2) words or abbreviations of like import used in a jurisdiction
other than this Commonwealth.
The name of a limited liability company may not contain any
words implying that it is a business corporation, such as
“corporation” or “incorporated” or an abbreviation of these
terms.
DSCB:15-412–Instructions
Limited liability partnerships – The name of a domestic
limited liability partnership or registered foreign limited
liability partnership must contain:
(1) the term “company,” “limited” or “limited liability
partnership” or an abbreviation of one of those terms, or
(2) words or abbreviations of like import used in a jurisdiction
other than this Commonwealth.
Limited partnerships – The name of a domestic limited
partnership or registered foreign limited partnership is not
required to contain a word or abbreviation indicating that it is
a limited partnership and may contain the name of a partner.
However, if the limited partnership is a limited liability limited
partnership, the name must contain:
(1) the term “company,” “limited” or “limited liability limited
partnership” or an abbreviation of one of those terms, or
(2) words or abbreviations of like import.
Business trusts –The proper name of a domestic business
trust or registered foreign business trust is not required to
contain a word or abbreviation indicating that it is a business
trust.
Restricted word and/or approvals:
Association names may not contain words, phrases or
abbreviations prohibited or restricted by statute or regulation,
unless in compliance with the restriction, generally with the
consent or approval of a government agency, board or
commission. These may include
certain professional and
occupational boards or commissions of the Bureau of
Professional and Occupational Affairs, the Department of
Education, the Department of Banking and Securities, the
Insurance Department or the Public Utility Commission.
There are also words and abbreviations that may be restricted,
prohibited, or may be permitted in certain instances as
provided in various federal statutes, Attorney General
opinions and Bureau regulations.
Attachments
The following, in addition to the filing fee, shall accompany
this form:
(1) One copy of a completed form DSCB: 15-134A
(Docketing Statement) for foreign corporations,
business trusts and limited liability companies only.
(2) Any necessary copies of form DSCB: 19-17.2 (Consent
to Appropriation of Name). If Consent cannot be
obtained, the association may adopt, for the purpose of
doing business in this Commonwealth, an alternate
name as indicated in Instruction 2A.
(3) Any necessary governmental approvals.
(4) If the association must adopt an alternate name for use
in Pennsylvania, a resolution adopting the name must be
attached.
Form Instructions
Enter the name and mailing address to which any
correspondence regarding this filing should be sent. This field
must be completed for the Bureau to return the filing. If the
filing is to be returned by email, an email address must be
provided. An email will be sent to address provided,
containing a link and instructions on how a copy of the filed
document or correspondence may be downloaded. Any email
or mailing addresses provided on this form will become part
of the filed document and therefore public record.
1. Select the type of association. Only one option may be
selected. This field is required.
2. Give the exact name of the association in its jurisdiction of
formation. This should include the exact spelling, punctuation
and any identifier such as “Inc.,” “LLC” or “Limited.”
Jurisdiction of Formation means the state or country of
incorporation or domestic registration. For the purposes of this
form, the jurisdiction of formation may not be Pennsylvania.
This field is required.
2A. Alternate name:
A foreign association must register under its proper name
under the laws of its jurisdiction of formation if that name
satisfies the requirements of 15 Pa.C.S. §§ 201-209. If the
proper name is unavailable because it is not distinguishable on
the records of the Department of State from a name already in
use, reserved or registered or if the name does not comply
with 15 Pa. C.S. §§ 201-209 (relating to names), the foreign
association must adopt an alternate name for use in
Pennsylvania that complies with 15 Pa. C.S. §§ 201-209 and
set forth the resulting name in Paragraph 2A. A resolution
from the association’s governors adopting the name must be
attached.
An acceptable association identifier must be part of the
association name. For foreign association name requirements,
see 15 Pa.C.S. § 412 and § 414. Where the name of the
foreign association does not comply with 15 Pa.C.S. §§ 201-
209 (relating to names), the foreign association must adopt an
alternate name that complies with 15 Pa.C.S. §§ 201-209 for
use in Pennsylvania. If applicable, enter the name for use in
Pennsylvania in 2A. A resolution from the association’s
governors adopting the name must be attached.
After registering to do business in this Commonwealth under
an alternate name, a foreign association shall do business in
this Commonwealth under any of the following:
(1) The alternate name.
(2) Its proper name under the law of its jurisdiction of
formation, with the addition of the name of its
jurisdiction of formation.
(3) A name the foreign association is authorized to use
under 54 Pa.C.S. Ch. 3 (relating to fictitious names).
If a foreign association adopts an alternate name in order to
register to do business in Pennsylvania, the registered foreign
association must use the alternate name in all subsequent
documents delivered to the Department for filing.
Field 2A is required only if the name in field 2 is
unavailable because it is not distinguishable on the records
of the Department of State from a name already in use,
reserved or registered or if the name does not comply with
15 Pa. C.S. §§ 201-209 (relating to names).
DSCB:15-412–Instructions
3. “Jurisdiction of formation” means the jurisdiction, other
than Pennsylvania, whose law includes the governing statute
of the registering association. This field is required.
4. The street and mailing address of the association’s principal
office in the jurisdiction of formation. This field is required.
4A. The street and mailing address, if applicable, of the
association’s office required in the jurisdiction of formation.
This field is required only if the association is required to
maintain an office in the association’s jurisdiction of
formation.
5. This address must be in Pennsylvania. Give one of the
following: the registered office address in the Commonwealth
in (a) or the name of a Commercial Registered Office Provider
(b) and the county of venue.
Listing a Commercial Registered Office Provider in lieu of
providing a registered office address is an option for any
association that does not have a physical location or mailing
address in Pennsylvania. Prior to listing a Commercial
Registered Office Provider address, the association should
enter into a contract for the services of the Commercial
Registered Office Provider.
Post office boxes are not acceptable for any address. Under 15
Pa.C.S. § 135(c) (relating to addresses), an actual street or
rural route box number must be used as an address, and the
Department of State is required to refuse to receive or file any
document that sets forth only a post office box address.
This field is 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
registration purposes. The foreign association itself, rather
than the individual series, should register as the legal entity
that is transacting business in Pennsylvania. If each or any
series of the foreign association transacting business in
Pennsylvania transacts business under a name other than the
name of the registered foreign association, the foreign
association must file an Application for Registration of
Fictitious Name (DSCB:54-311). This field is required.
7. Any date specified as the effective date of the Foreign
Registration Statement must be a future effective date (after
the date and time of its delivery to the Department). A
specified effective date may not be retroactive (prior to the
date and time of the delivery of the Foreign Registration
Statement to the Department). If a delayed effective date is
specified, but no time is given, then the time used will be
12:01 a.m. on the date specified. If neither option for an
effective date is checked, it will be presumed that no specified
delayed effective date is intended and the document will be
effective upon filing.
This field is required.
8. If the association is a restricted professional limited
liability company organized to render any of the identified
professional services, the first box must be checked and the
appropriate professional service(s) must be checked. If the
association is not a restricted professional limited liability
company organized to render any of the identified professional
services, the lower box must be checked. A response to this
field is required from limited liability companies only.
All other associations should disregard this item.
Signature and Verification
An authorized representative of the foreign association must
sign the Statement. Signing a document delivered to the
Department for filing is an affirmation under the penalties
provided in 18 Pa.C.S. § 4904 (relating to unsworn
falsification to authorities) that the facts stated in the
document are true in all material respects. This field is
required.
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PENNSYLVANIA DEPARTMENT OF STATE BUREAU OF CORPORATIONS AND (How to Start a Business)

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Completed 20 November 2020

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