Think of all the people you communicate with regularly to run your LLC. Business partners, employees, banks, lawyers, and financial advisors all probably come to mind. But what about the state? It may not be at the top of your list, but running a successful LLC in Pennsylvania requires consistent interaction with the state.
Formation documents, business information changes, lawsuits, professional licenses, and Annual Reports – all of these (and more) require you to work with state agencies. The good news is that you don’t need to do it yourself.
Introducing the registered office. A Pennsylvania registered office is an intermediary for your LLC, one that handles your communication with the state. It’s a vital part of any LLC’s success. Before you file your Certificate of Organization, you’ll need to have a designated registered office. How? Why? Who? Read on to find out.
What is a Pennsylvania Registered Office & is it Necessary?
An LLC cannot be formed or do business in Pennsylvania without first having a registered office on file with the Department of State. This is required by law and the penalties can be serious. Maintaining a registered office doesn’t just keep you in good standing. It also provides an important service.
Pennsylvania is unique in that it does not require a registered agent’s name, only an address. Thus, the Department of State refers to is as the registered office. For the purposes of this article, we will discuss the responsibilities of a registered agent in order to put the required registered office into context. So, consider the terms “registered agent” and “registered office” interchangeable.
Think of your registered agent as your ambassador to the state, handling all your LLC’s important legal, tax, and compliance information. This can either be an individual, company or registered agent service, as long as they meet the commonwealth’s requirements.
As soon as they’re appointed, your registered agent must be consistently available in Pennsylvania to receive and act on mailed documents and service of process. Here’s what the Pennsylvania Department of State specifically says:
And the LLC Act chips in some information too:
Be careful to maintain a registered office address on file at all times, as even a short gap without one can result in your LLC’s administrative dissolution.
What are the Requirements for a Registered Office?
While you have plenty of registered office options, you can’t choose just any address. It must comply with the commonwealth’s specific requirements. Your registered office provider must:
- Be an individual Pennsylvania resident or a corporation authorized for business in the commonwealth.
- Have a physical address in Pennsylvania (P.O. boxes are not allowed).
- Have a mailing address in Pennsylvania.
Your registered office address is a required part of the Certificate of Organization, so have a valid address in mind before you fill it out. Here’s what you’ll see on the form:
When you’ve got potential options ready, review each one to make sure that they meet these requirements. If they do, you’re good to go! If not, you’ll need to keep looking.
Who can be a Registered Office Provider in Pennsylvania?
Pennsylvania’s registered office requirements are pretty broad, so you’ll have no shortage of options. On top of that, your agent can be either an individual or a professional service. But think carefully before choosing, because each option has its own pros and cons. Let’s take a closer look.
As mentioned above, if using an individual as your registered office provider, the individual must have a physical address of Pennsylvania. Essentially, whoever resides at your registered office address will act as the registered agent.
Some LLC owners take on registered agent duties themselves. Others appoint one of their partners or managers. Some will even appoint a family member. As long as the proposed agent fulfills the state’s requirements, they’re a valid option.
Some smart choices include attorneys, accountants, or other LLC partners, people who understand the ins and outs of business operations, since, whoever’s address you use will play an important role in your business operations.
- Convenience – Having familiarity and mutual trust with your registered agent is extremely beneficial, and appointing an acquaintance can provide both. Plus, you’ll always know how to contact them.
- Cost – Using someone you know often won’t cost a dime. It’s certainly cheaper than a registered office provider.
- Scheduling – Part of a registered agent’s duty is being consistently available to receive mailed documents and service of process. If your agent goes on vacation, moves out of state, or otherwise leaves the registered office vacant, it will throw a wrench in your plans.
- Punctuality Risks – Some state communications and filings are very time-sensitive. If your agent is unavailable when documents are delivered, it could slow down the entire process and put you at risk for late fees and penalties. Even worse, a friend or family member could lose or misplace a document. So if you’d rather not interrogate Aunt Louise about the location of a particular tax form, you might consider using a registered agent service instead.
Registered Agent Service
If safety and reliability is your goal, hire a registered agent service. A business that provides your registered office must be either a domestic entity in Pennsylvania or a foreign entity who has foreign qualified in Pennsylvania.
- Privacy – Some documents delivered to your registered office will contain sensitive information. Do you want details about your lawsuit or taxes lost out there in the world? Definitely not. A friend or family member might misplace these documents, but a professional service will not. Plus, in Pennsylvania, all registered office addresses are available to the public. This might make an individual uncomfortable, but hiring a company will keep this personal information off the record.
- Reliability – Handling and processing time-sensitive documents is a registered agent service’s specialty, its area of expertise, its main game. Hire a professional service and you can be sure that your filings will be submitted properly and punctually, so you’ll never have to deal with late fees or other penalties.
- Location – Many registered agent companies offer service in most or all 50 states, so if business is booming and you decide to expand outside Pennsylvania, you won’t need to find a new agent or office for each state.
- Cost – There’s no getting around it – hiring a service costs more than appointing an individual who’s willing to do it for free. However, for a reasonable price (roughly $100/year), you’ll receive premium services. Taking your car to a mechanic costs more than letting your neighbor try to fix it, but the mechanic gives you peace of mind that the job will get done right, and that may very well be worth the cost.
All of the other steps in the LLC formation process will keep you busy, but take some time to ensure you find a registered agent and office that fit with your business model, goals, and values. Do this, and your LLC will reap the benefits for years to come.
How to get a Free Registered Office in Pennsylvania
Here’s a pro tip: you can get the reliability of a registered agent service and the cost-effectiveness of an individual. The best of both worlds. When you hire certain LLC services to start your business, they’ll throw in free registered agent service.
How it Works
Hire a company like IncFile or ZenBusiness to form your Pennsylvania LLC. In addition to taking care of your Certificate of Organization and other formation requirements, they will automatically include a registered office. It’s a great two-for-one deal.
And an LLC service is pretty affordable – $125 for the Pennsylvania LLC formation fee, plus a small service fee. That’s great value for the number of benefits you receive. Some services will even cover and consolidate your LLC formation costs.
Take this route and you’ll sweep all formation paperwork and registered office duties off your plate. Plus, to keep track of everything, these services provide user-friendly online dashboards, so you can follow everything they’re doing to keep your LLC in good standing.
Registered Office Changes and Resignation
You may have a wonderful registered office provider, someone who takes care of everything efficiently and who you trust completely. But you know what they say: all good things must come to an end. At some point in the life of your LLC, you may need to change your Pennsylvania registered office.
Get this change on the books by submitting it online via the PENN File system, or by mailing, faxing, or hand-delivering a Change of Registered Office paper form. You will need to include both your current and new registered office addresses, as well as your Commercial Registered Office Provider (if applicable).
You might need to change your registered office address for any number of reasons, but the most common is because your registered office provider resigns.
If your Commercial Registered Office Provider or the individual who resides at your registered office can no longer assume the necessary duties, you will need to make a change. There isn’t a separate resignation form – you should use the PENN File system or document linked above to facilitate the change.
Don’t delay in making this change, because your LLC can be administratively dissolved if it doesn’t have an active and valid registered office address on file.
Have Questions or Concerns?
This guide contains almost everything there is to know about Pennsylvania registered offices. However, you might have a unique situation that requires additional information. Reaching out to the Pennsylvania Department of State is easy, and they’ll have the answers you need. Here’s how to go about it:
Visit their website
Give Them a Call
If you’d rather get a person on the phone, reach out to their Harrisburg office at one of the following telephone numbers:
Alternatively, you could reach out to Northwest Registered Agent (the best registered agent service in our opinion) via phone or email. They’re quick to respond and very knowledgeable.