In Pennsylvania we utilize "Registered Offices" rather than "Registered Agents." The purpose of a Registered Office is to assure that a company is amenable to service. That is why you MUST use a street address and NOT a PO Box. We do not strictly use Registered Agents here and no Registered Agent name is required to be put on any form. If you do not have a street address in PA you must utilize the services of a Registered Office Provider which is a company that provides Registered Office services.
The sections that deal with Registered Offices and Registered Office Providers are Sections 1103, 1507, 108, 109. Failure to maintain a registered office puts a company in violation of section 1507 which requires a company to "continuously maintain" a registered office.
Simply put, Venue is the county in which you claim to be doing business and in which you would be subjected to a law suit because of your presence in that county. So, if you are a foreign corporation (e.g., say a company from California) and you qualify to do business in PA and you establish a base of operation in Reading, PA, your county of venue would most likely be Berks County.
If on the other hand, you do not have an office in PA but are merely doing business here (as defined in Title 15 - see Section 4122 of the PA Statutes) you may need to engage the services of a Registered Office provider (AAAgent Services, LLC performs Commercial Registered Office Provider -CROP- services... see www.aaagentservices.com ).
If you intend to utilize CROP services it is a practice in PA to use the county in which the CROP’s office is located. For instance, if you use AAAgent Services, LLC, our offices are located in Harrisburg, PA which is in turn located in Dauphin County. You are not, however, restricted to Dauphin County.
If you intend to do business in primarily one county or section of the state and you wish to defend any lawsuits near your location of business activity, you can elect to use that county as your county of venue. To do so you need to add the following language to line “B” of the registered office paragraph:
"The registered office of the association shall be deemed for venue and official publication purposes to be in XXXXXXX County."
See: Title 15 section 109(a)(2)
Venue is more fully defined in another FAQ under this section.
Note: The "a" line of the registered office paragraph should always be left empty when utilizing the services of a CROP. The "b" line should only be used with the name of an officially registered CROP company.
First, I should stress that the termination of authority of a foreign corporation is not an easy process...a lawyer should be consulted.
For a formal termination of authority you must first file for tax clearances (forms and instruction sheet are available upon request from [email protected]). Two clearance certificates must be obtained, one from the Dept. of Labor & Industry (appx. 1 month) and the other from the Dept. of Revenue (appx. 1 year). As you can see it is a rather lengthy process to obtain the Revenue Certificate. Once the certificates are ready to be filed, we can deliver them to the appropriate offices (our charge is $35 to deliver these). It would help if you directed each Department to send the clearance certificates to our office - if we will be holding the termination pending receipt of the certificates (see paragraph 3 of the applications).
While the clearance applications are pending, the notices of dissolution/withdraw can be placed in a newspaper and a legal journal (we can assist with the publications - our charge is $35 plus the publication costs) which must be placed BEFORE the application for termination of authority is filed. 15 Sec. 4129 &1975(b).
There are other statutory provisions involving notice to certain creditors and government offices which must be complied with...those are set forth in Title 15 (see Sec. 4129 & 1975 et seq.) of the Pennsylvania Statutes.
You may also want to consider filing an Out of Existence affidavit which can or should (see below) be filed with the Dept. of Revenue to tell them that the company is no longer doing business. Some people use this procedure instead of the full blown clearance/dissolution procedure since it basically tells the Corporation Tax Bureau of the Dept. of Revenue that the company ceased operations as of a certain date. Once the OE affidavit is filed the company surrenders its name exclusivity at the Dept. of State Corporation Bureau, but this is usually of no major concern at this point. The OE affidavit is not, we are told, circulated to other non-corporate tax bureaus in the Dept. of Revenue. For this reason it may be better to terminate the authority.
A supervisor at the Dept. of Revenue told me that there are definite benefits to filing an OE affidavit even if you are filing a Corporate Clearance Application because under some circumstances, such as the inability of the Dept. to clear a non-corporate tax, the Corporate Tax Bureau will know independently that the company has ceased doing business.
The Revenue Forms mentioned above can be obtained by Clicking Here (on our sister company's website - Esquire Assist)
The Corporation Bureau Forms mentioned above can be obtained by Clicking Here (on our sister company's website - Esquire Assist)
The following is from the Dept. of Revenue (PA) site:
Pennsylvania corporations that have:
ceased doing business and
divested itself of assets; or
has never transacted business, or
held title to assets...
may be relieved of the responsibility for filing corporation tax reports by filing an Out of Existence/Withdrawal Affidavit (REV-238). The REV-238 is available at:
CLICK HERE (on our sister company's website - Esquire Assist)
The advantage of filing the affidavit is that the corporate charter is not affected, the requirements and expense of a formal dissolution are eliminated, and the corporation may be reactivated later. Following the effective date on which a corporation is marked Out of Existence, no reports or payments of minimum tax is required until, if ever, the corporation is reactivated.
Clearance Certificates - Bulk Sales or Final Clearance / Dept. of Revenue (Rev) & Dept. of Labor & Industry (L&I)
The basic premise of clearance certificates is to give the State the ability to collect taxes due to it by an entity before that entity either dissolves or withdraws, merges into a non-qualified company (See Title 15, Sec. 139) or, in the case of Bulk Sales, is about to divest itself of 51% or more of its assets. See other Practice Tips for Dissolving a Corporation or LLC, Bulk Sales Transfers or Withdrawing a Foreign entity.
The clearance process is a long one for Rev but a short one for L&I. The reason for that is because Rev has more taxes to clear. L&I must only clear the Unemployment Compensation Tax where as Rev must clear three different Corporate Taxes, Sales & Use Tax, Withholding Tax, etc...
The process is begun by submitting a "Clearance Application" (our charge for delivering the application to both offices is just $35.00). The app is usually completed by the company CFO or accountant or lawyer. One practice tip with regard to the completion of the application: Line #3 should be a representative that will know what to do with the Clearance Certificate when the various departments mail them to that individual. A lot of our clients put our company name and address there so that we receive the certificates and notify them immediately upon receipt. Another benefit of doing this is if there is a problem with clearing a certain tax, the department involved will contact us, and we will then contact you so that you can resolve the problem with your client. If you put the client's name on Line 3, they very often do not respond properly to Revenue and that causes an even greater delay in obtaining the clearance certificates.
With regard to BULK SALES clearances, remember that a 10 day notice must be submitted to the Departments prior to closing the transaction. Some Revenue supervisors take the position that the best practice regarding the 10 day notice is to file the clearance application as the notice. Obviously, a letter with details regarding the closing should probably accompany the application. The good thing about having us deliver the applications is that we will obtain a "received" stamped copy and return that to you for your file. We are currently in the process of attempting to determine the purpose and legal effect of the 10 day notice. The conundrum, of course, is that the buyer in a transaction wants the certificates but they will probably take months to obtain, so what to do at closing is often the big question.
See the LINKS page on Esquire Assist's website to be directed to Rev's web site dealing with Bulk Sales and Clearance Certificates.
Why you should not let your Registered Office Provider contract lapse.
Allowing a contract with a Registered Office Provider to lapse results in non-compliance with PA law (see below) when the Agent files a withdraw. That non-compliance could have serious consequences. It could, and probably should, deny you access to PA courts if you should want to file suit here. On the other end, it could also result in potential "piercing the veil" consequences. What is "piecing the veil"? That is when a court disregards the veil of protection which a corporation or LLC provides to the principals, and the court, under certain circumstances, can find the individual personally liable. In short, it isn't a good idea to let your Registered Office Provider go unpaid. Click Here...to learn more about the CROP services offed by AAAgent Services, LLC.
Remember that in Pennsylvania we utilize "Registered Offices" rather than "Registered Agents." The sections that deal with Registered Offices and Registered Office Providers are Sections 1103, 1507, 108, 109. Failure to maintain a Registered Office puts a company in violation of Section 1507 which requires a company to "continuously maintain" a Registered Office.