Starting a business as a corporation, Limited Liability Company (LLC), Limited Liability Partnership (LLP), or Limited Partnership (LP) requires having a Registered Office in Pennsylvania. Learn what a Registered Office is and the requirements.
What is a registered office?
A registered office (also referred to as a registered agent, resident agent, or statutory agent in some states) is the primary physical address for registered entities in Pennsylvania where important legal documents are sent.
This can be your home address, the address of an accountant or attorney, the address of the business, or registered agent service. Basically, any physical address in the state may be used with the exception of PO Boxes, and mail drop services are not acceptable since someone has to be available to sign and accept documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
Why is a registered office required in Pennsylvania?
For starters, a Registered Office is required by the Department of State when forming a Pennsylvania LLC, corporation, LLP, or LP.
The requirements for an entity to have a Registered Office are formed under Pennsylvania 15 PA Cons Stat § 8825 (LLC) and Statute 15 PA Cons Stat § 1507 (corporation), which mandate registered entities will have and continuously maintain a Registered Office within the state. Someone (usually referred to as a Registered Agent) must be available during normal business hours to accept any service of process, notice, or demand pertaining to the entity and forward it to the appropriate individuals.
The reason for having one makes sense. If a business is owned by a single person, it’s easy to determine who should be notified in the event of a lawsuit or tax notice. However, if a business has several owners, members, partners, or business addresses, it could be difficult to determine where time-sensitive documents should go.
Sole proprietorships and general partnerships do not need a Registered Office.
What happens if you don’t have a registered office?
Not only is a registered agent required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several reasons to not be with one:
- Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
- Administrative Dissolution – In Pennsylvania, if the business doesn’t have a registered agent, the Department of State can dissolve the entity.
- Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
- Entity Closure – Waiting too long to remedy the lack of a registered agent may result in the administrative closure or dissolving the entity.
Why use a commercial registered office service?
While it can be more convenient and less expensive to use your own address as the Registered Office, it may be better not to. Here are a few reasons to consider hiring a Commercial Registered Office Provider (CROP).
- Privacy – The address of the Registered Office becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side and they don’t want their employer knowing about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is always the remote possibility of a vindictive litigant or upset customer showing up at your house.
- Availability – Pennsylvania requires someone to be available at the Registered Office during normal business hours. The biggest issue with availability, especially if a home address is used, is if someone isn’t available to accept the legal documents.
- If the Business Expands to Additional Locations – If the business will have a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A Registered Office will need to be appointed with a physical address in each state.
- Annual Notices – Registered Office services provide reminders on the state requirements, such as annual report filings.
How much does a registered office service cost?
If you act as your own registered office, there is no cost. Depending on the services provided, a commercial registered office service typically costs between $100-$150 per year. Northwest Registered Agent’s service is $125 per year and offers several extras such as document scanning and mail forwarding. Some entity formation companies like IncFile, include a registered agent at no cost for the first year when you register your corporation or LLC with them.
Can a registered office be changed?
If the registered office changes, the entity is required to file a change of registered agent.
A Registered Office can be changed by submitting the Change of Registered Office Form along with the filing fee to the Pennsylvania Department of State.