Last Updated on January 25, 2020
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 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 a 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?
For starters, the Pennsylvania Department of State won’t approve the formation of the entity without one.
Even after starting the business, a Registered Office and registered office must be continuously maintained. Not having one can result in issues such as:
- Not Receiving Legal Notices – If the listed Registered Office isn’t able to receive legal notices, this doesn’t mean a lawsuit can’t proceed. If a process server is unsuccessful in reaching the company’s Registered Office, the court can proceed with the case. This could result in a judgement being placed against the business without the owners knowing.
- Administrative Dissolution – In Pennsylvania, if the business doesn’t have a Registered Office, the Department of State can dissolve the entity.
- Penalties and Fees – By not maintaining a current Registered Office, penalties and 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 have lost their liability protection and are at risk personally.
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 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 cost?If you act as your own Registered Agent, there is no cost. Depending on the services provided, a commercial Registered Agent service typically costs between $100-$150 per year. Northwest Registered Agent’s service is $125 per year and offers several extras. 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 I change my Registered Office?
A Registered Office can be changed by submitting the Change of Registered Office Form along with the filing fee to the Department of State.