Have you been requested to verify that your company is currently authorized to conduct business in Pennsylvania? In Pennsylvania, this document is now called the Subsistence Certificate for Domestic Filing Entities if it is for an entity that was formed in Pennsylvania. It is called a certificate of registration if it is for an entity formed in another state and registered in Pennsylvania as a foreign entity.
Many other states refer to such a verification document as a certificate of good standing.
What is a certificate of good standing?
A subsistence certificate or certificate of registration, referred to here as your certificate, is a written document issued by the Pennsylvania Department of State as proof that a business entity is currently registered, and is authorized to conduct business, in the state of Pennsylvania.
Do I need a certificate of good standing?
Unlike a business or occupational license, every business does not need to have a certificate. There are several situations in which you might need to obtain a certificate. These include opening a business bank account, making arrangements for accepting credit and debit cards for payments from customers, applying for credit for your business, and registering your Pennsylvania-formed company to conduct business in another state as a foreign entity.
Where to get a Pennsylvania Subsistence Certificate or certificate of registration
If you need one of these certificates, you must request it from the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, referred to here as the Bureau. This can be done online, by mail, or in person. The required forms discussed below are available online, and may also be obtained at the Bureau's office, or by calling the Bureau at (717) 787-1057.
Online requests. An online request can be made through PENN File, the Bureau's online system. If you haven't already done so, you will need to register with PENN File by setting up a user name and password.
Requests by mail. You may request a certificate by mail, by submitting a completed Copy/Certification Request (Form DSCB: 15-133/145/153). This form includes instructions. Mail your completed form to: Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, PO Box 8722, Harrisburg, PA 17105-8722.
In-person requests. A completed Copy/Certification Request also can be submitted in person to the Bureau at: 206 North Office Building, 401 North Street, Harrisburg.
The fee charged for a certificate is $40. Expedited service is also available, but is quite expensive and must be done in person. The additional fees for expedited service are $100 for same-day service, $300 for three-hour service, and $1,000 for one-hour service. Expedited service requires the use of an Expedited Service Request (Form DSCB: 15-153(a)(15)).
Credit cards are accepted for online requests through PENN File, and for in-person expedited service requests. Otherwise, payment must be by check or money order payable to the "PA Department of State." Cash is not accepted.
The copy/certification request form gives you the option of having your certificate mailed to you, or sent to you via email.
Requirements for a Subsistence Certificate or certificate of registration
The basic requirement for obtaining a subsistence certificate or certificate of registration is that your business must be registered with the Pennsylvania Department of State. Since Pennsylvania only requires registration of corporations, limited liability companies (LLCs), limited partnerships, and limited liability partnerships, only these entities will be able to obtain a certificate. Therefore, you will not be able to get a certificate if you operate as a sole proprietorship or a general partnership (and you also will not need one).
The Secretary of State will issue your certificate after checking its records and assuring that your business entity is currently registered, has filed any required periodic documents, and has made approved arrangements to pay the required fee.
How long is a certificate of good standing valid?
A certificate of good standing will usually indicate that it is valid for a certain period of time, or until a certain date. Once that period of time passes, it will be necessary to obtain a new certificate if one is still needed.
