Whether a business needs to obtain a license to do business in Pennsylvania as a foreign business corporation depends on the definition of ‘doing business.’ Pennsylvania Business Corporation Law is silent on what “doing business” means in Pennsylvania, but over time case law has defined some activities that do not constitute “doing business” in Pennsylvania.
- Maintaining or defending any legal action, administrative action, or arbitration proceeding, or settling claims or disputes.
- Maintaining bank accounts.
- Holding meetings of directors or shareholders, or carrying on other internal affairs.
- Maintaining offices or agencies for the transfer, exchange and registration of its securities.
- Appointing and maintaining trustees or depositaries for securities.
- Conducting sales activities through independent contractors.
- Maintaining offices for soliciting or procuring orders, when the orders require acceptance outside of Pennsylvania before becoming binding contracts.
- Creating, acquiring or incurring obligations or mortgages or other security interests in real or personal property.
- Securing or collecting debts or enforcing any rights in property securing them.
- Transacting any business in interstate or foreign commerce.
- Conducting an isolated transaction completed within 30 days and not in the course of a number of repeated transactions of a similar nature.
- Inspecting, appraising and acquiring real estate and mortgages (including any liens, personal property and security interests) and holding, leasing, conveying and transferring said interests. (BCL § 4122.)
If your business engages in one of these activities in Pennsylvania, then it probably does not need to register as a foreign business corporation. However, every business and situation are different, so be sure to contact experienced legal counsel before you decide to roll the dice.
For more information about legal matters related to your business, the attorneys at the Scolieri Law Group, P.C. can help. Located in western Pennsylvania, our attorneys are experienced in Pennsylvania business law and can take care of the details for you every step of the way. Contact us today at (412) 765-0546 or via email at firstname.lastname@example.org.