When is a Foreign Crporation Rquired to Register in the State?
Full Question:
Answer:
Requirements for registering as a foreign corporation in the state depend on whether it id “doing business” in the state. The scenarios you describe do not, by themselves, constitute doing business in the state. How to prove where business is transacted will depend on all the facts involved, but business address and bank account addresses would be a factor. Please see the following DE statute for exceptions to registration for foreign corporations:
Exceptions to requirements.
(a) No foreign corporation shall be required to comply with §§ 371 and 372 of this title, under any of the following conditions:
(1) If it is in the mail order or a similar business, merely receiving orders by mail or otherwise in pursuance of letters, circulars, catalogs or other forms of advertising, or solicitation, accepting the orders outside this State, and filling them with goods shipped into this State;
(2) If it employs salespersons, either resident or traveling, to solicit orders in this State, either by display of samples or otherwise (whether or not maintaining sales offices in this State), all orders being subject to approval at the offices of the corporation without this State, and all goods applicable to the orders being shipped in pursuance thereof from without this State to the vendee or to the seller or such seller's agent for delivery to the vendee, and if any samples kept within this State are for display or advertising purposes only, and no sales, repairs or replacements are made from stock on hand in this State;
(3) If it sells, by contract consummated outside this State, and agrees, by the contract, to deliver into this State, machinery, plants or equipment, the construction, erection or installation of which within this State requires the supervision of technical engineers or skilled employees performing services not generally available, and as a part of the contract of sale agrees to furnish such services, and such services only, to the vendee at the time of construction, erection or installation;
(4) If its business operations within this State, although not falling within the terms of paragraphs (1), (2) and (3) of this subsection or any of them, are nevertheless wholly interstate in character;
(5) If it is an insurance company doing business in this State;
(6) If it creates, as borrower or lender, or acquires, evidences of debt, mortgages or liens on real or personal property;
(7) If it secures or collects debts or enforces any rights in property securing the same.
(b) This section shall have no application to the question of whether any foreign corporation is subject to service of process and suit in this State under § 382 of this title or any other law of this State.
Please see the corresponding PA statute:
15 Pa.C.S.A. § 4122. Excluded activities
(a) General rule. — Without excluding other activities that may not constitute doing business in this Commonwealth, a foreign business corporation shall not be considered to be doing business in this Commonwealth for the purposes of this subchapter by reason of carrying on in this Commonwealth any one or more of the following acts:
(1) Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes.
(2) Holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs.
(3) Maintaining bank accounts.
(4) Maintaining offices or agencies for the transfer, exchange and registration of its securities or appointing and maintaining trustees or depositaries with relation to its securities.
(5) Effecting sales through independent contractors.
(6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, and maintaining offices therefor, where the orders require acceptance without this Commonwealth before becoming binding contracts.
(7) Creating as borrower or lender, acquiring or incurring, obligations or mortgages or other security interests in real or personal property.
(8) Securing or collecting debts or enforcing any rights in property securing them.
(9) Transacting any business in interstate or foreign commerce.
(10) Conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.
(11) Inspecting, appraising and acquiring real estate and mortgages and other liens thereon and personal property and security interests therein, and holding, leasing, conveying and transferring them, as fiduciary or otherwise.
(b) Exceptions. — The specification of activities in subsection (a) does not establish a standard for activities that may subject a foreign business corporation to:
(1) Service of process under any statute or general rule.
(2) Taxation by the Commonwealth or any political subdivision thereof.
