2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 4 - Foreign Associations › Section 412 - Foreign registration statement

§ 412. Foreign registration statement.
(a) General rule.--
To register to do business in this Commonwealth, a foreign filing association or foreign limited liability partnership must deliver a foreign registration statement to the department for filing. The statement must be signed by the association and state all of the following:
(1) Both:
(i) The name of the foreign filing association or foreign limited liability partnership.
(ii) If the name does not comply with section 202 (relating to requirements for names generally), an alternate name adopted pursuant to section 414(a) (relating to noncomplying name of foreign association).
(2) The type of association and, if it is a foreign limited partnership, whether it is a foreign limited liability limited partnership.
(3) The association's jurisdiction of formation.
(4) The street and mailing addresses of the association's principal office and, if the laws of the association's jurisdiction of formation requires the association to maintain an office in that jurisdiction, the street and mailing addresses of the office.
(5) Subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office in this Commonwealth.
(6) If the association may have one or more series, a statement to that effect.
(b) Qualification or registration under former statutes.--
The effect of a foreign association qualifying or registering to do business under prior provisions of law shall be as follows:
(1) With respect to corporations for profit, the following apply:
(i) If a foreign corporation for profit was admitted to do business in this Commonwealth by the filing of a power of attorney and statement under the former act of June 8, 1911 (P.L.710, No.283), entitled "An act to regulate the doing of business in this Commonwealth by foreign corporations; the registration thereof and service of process thereon; and providing punishment and penalties for the violation of its provisions; and repealing previous legislation on the subject," on July 1, 2015, the power of attorney and statement shall be deemed a filed registration statement under this chapter. The corporation shall include in its first amended registration statement under this chapter the information required by this chapter to be set forth in a registration statement.
(ii) A certificate of authority issued under the former provisions of the act of May 5, 1933 (P.L.364, No.106), known as the Business Corporation Law of 1933, or Subpart B of Part II (relating to business corporations) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter and shall be deemed not to contain any reference to the kind of business that the corporation proposes to do in this Commonwealth.
(iii) A certificate of authority issued under the former provisions of Subchapter B of Chapter 41 (relating to qualification) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter.
(2) With respect to corporations not-for-profit, the following apply:
(i) If a foreign corporation not-for-profit was admitted to do business in this Commonwealth by the filing of a power of attorney and statement under the former act of June 8, 1911 (P.L.710, No.283), on July 1, 2015, the power of attorney and statement shall be deemed a filed registration statement under this chapter. The corporation shall include in its first amended registration statement under this chapter the information required by this chapter to be set forth in a registration statement.
(ii) A certificate of authority issued under the former provisions of the act of May 5, 1933 (P.L.289, No.105), known as the Nonprofit Corporation Law of 1933, or the former provisions of Article B of Part III known as the Nonprofit Corporation Law of 1972, as added by the act of November 15, 1972 (P.L.1063, No.271), that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter and shall be deemed not to contain any reference to the kind of business that the corporation proposes to do in this Commonwealth.
(iii) A certificate of authority issued under the former provisions of Subchapter B of Chapter 61 (relating to qualification) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter.
(3) With respect to limited partnerships, the following apply:
(i) An application for registration filed under the former provisions of 59 Pa.C.S. § 563 (relating to registration) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter and shall be deemed not to contain any reference to:
(A) the general character of the business the limited partnership proposes to transact in this Commonwealth; or
(B) the names and addresses of the limited partners.
(ii) An application for registration filed under the former provisions of section 8582 (relating to registration) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter and shall be deemed not to contain:
(A) any reference to the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions; or
(B) an undertaking to keep those records until the registration of the limited partnership in this Commonwealth is canceled or withdrawn.
(4) An application for registration filed by a limited liability company under the former provisions of section 8981 (relating to foreign limited liability companies) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter.
(5) A certificate of authority issued to a business trust under the former provisions of section 9507 (relating to foreign business trusts) that is in effect on July 1, 2015, shall be deemed to be a registration statement under this chapter.
(c) Cross references.--
See:
Section 134 (relating to docketing statement).
Section 135 (relating to requirements to be met by filed documents).
Section 4124 (relating to advertisement of registration to do business).
Section 6124 (relating to advertisement of registration to do business).
Cross References.
Section 412 is referred to in sections 201, 206, 413 of this title; section 302 of Title 54 (Names).