Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 403 (2026)

Activities not constituting doing business.

✓ current as of May 2026

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§ 403. Activities not constituting doing business.

(a) General rule.--Activities of a foreign filing association or foreign limited liability partnership that do not constitute doing business in this Commonwealth under this chapter shall include the following:

(1) Maintaining, defending, mediating, arbitrating or settling an action or proceeding.

(2) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors.

(3) Maintaining accounts in financial institutions.

(4) Maintaining offices or agencies for the transfer, exchange and registration of securities of the association or maintaining trustees or depositories with respect to the securities.

(5) Selling through independent contractors.

(6) Soliciting or obtaining orders by any means if the orders require acceptance outside of this Commonwealth before the orders become contracts.

(7) Creating, acquiring or incurring obligations, indebtedness, mortgages or security interests in property.

(8) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting or maintaining property so acquired.

(9) Conducting an isolated transaction that is not in the course of similar transactions.

(10) (Deleted by amendment).

(11) Doing business in interstate or foreign commerce.

(12) Acquiring, owning, holding, leasing as a lessee, conveying and transferring, without more and whether as fiduciary or otherwise:

(i) real estate and mortgages and other liens thereon; or

(ii) personal property and security interests therein.

(13) Conducting operations or performing work or services in good faith in response to a disaster or emergency event.

(b) Participation in other associations.--Being an interest holder or governor of a foreign association that does business in this Commonwealth shall not by itself constitute doing business in this Commonwealth.

(c) Applicability.--This section shall not apply in determining the contacts or activities that may subject a foreign filing association or foreign limited liability partnership to service of process, taxation or regulation under laws of this Commonwealth other than this title.

(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)

2022 Amendment. Act 122 amended subsec. (a)(7), added subsec. (a)(12) and (13) and deleted subsec. (a)(10).

Notes of Decisions

Cited in 6 cases (5 in the last 5 years), 2020–2023 · leading case: Mallory v. Norfolk S. R. Co, 600 U.S. 122 (2023).

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Mallory v. Norfolk S. R. Co, 600 U.S. 122 (2023). “, 15 Pa. Cons. Stat. § 403 (a)(11) (2014); 1972 Pa.”

Mallory v. Norfolk S. R. Co, 600 U.S. 122 (2023). “, 15 Pa. Cons. Stat. §403 (a)(11) (2014); 1972 Pa.”

Iron & Steel Realty Investments, LLC v. Westmoreland Cnty. TCB ~ Appeal of: Hoberman Homes, LLC (Pa. Commw. Ct. 2022). · cites it 6× “chaser did not request a stay of common pleas’ orders; Purchaser waived its challenge to Iron and Steel’s legal capacity to sue; its corporate status is not relevant because the only issue in a challenge to a tax sale is whether notice was provided; and, even if its status was…”

Mallory v. Norfolk S. R. Co, 600 U.S. 122 (2023). “, 15 Pa. Cons. Stat. § 403 (a)(11) (2014); 1972 Pa.”

Mallory v. Norfolk S. R. Co, 600 U.S. 122 (2023). “, 15 Pa. Cons. Stat. §403 (a)(11) (2014); 1972 Pa.”

Ac2t, Inc. v. Purrington (E.D. Pa. 2020). “” The parties have cited to no cases, and we are aware of none, that would support precluding a Pennsylvania corporation, like Plaintiff, from filing a lawsuit in Federal court in the absence of a filed foreign registration statement.”

— 15 Pa. Cons. Stat. § 403(a)(1) — 1 case

Iron & Steel Realty Investments, LLC v. Westmoreland Cnty. TCB ~ Appeal of: Hoberman Homes, LLC (Pa. Commw. Ct. 2022). “chaser did not request a stay of common pleas’ orders; Purchaser waived its challenge to Iron and Steel’s legal capacity to sue; its corporate status is not relevant because the only issue in a challenge to a tax sale is whether notice was provided; and, even if its status was…”

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