Pa. Cons. Stat. » 15 Pa. Cons. Stat. (CORPORATIONS) / Chapter 4
Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 411 (2026)

 Registration to do business in this Commonwealth.

✓ current as of May 2026
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SUBCHAPTER B

REGISTRATION

 

Sec.

411.  Registration to do business in this Commonwealth.

412.  Foreign registration statement.

413.  Amendment of foreign registration statement.

414.  Noncomplying name of foreign association.

415.  Voluntary withdrawal of registration.

416.  Withdrawal deemed on certain transactions.

417.  Required withdrawal on certain transactions.

418.  Transfer of registration.

419.  Termination of registration.

 

Cross References.  Subchapter B is referred to in section 138 of this title.

§ 411.  Registration to do business in this Commonwealth.

(a)  Registration required.--Except as provided in section 401 (relating to application of chapter) or subsection (g), a foreign filing association or foreign limited liability partnership may not do business in this Commonwealth until it registers with the department under this chapter.

(b)  Penalty for failure to register.--A foreign filing association or foreign limited liability partnership doing business in this Commonwealth may not maintain an action or proceeding in this Commonwealth unless it is registered to do business under this chapter.

(c)  Contracts and acts not impaired by failure to register.--The failure of a foreign filing association or foreign limited liability partnership to register to do business in this Commonwealth does not impair the validity of a contract or act of the foreign filing association or foreign limited liability partnership or preclude it from defending an action or proceeding in this Commonwealth.

(d)  Limitations on liability preserved.--A limitation on the liability of an interest holder or governor of a foreign filing association or of a partner of a foreign limited liability partnership is not waived solely because the foreign filing association or foreign limited liability partnership does business in this Commonwealth without registering.

(e)  Governing law not affected.--Section 402 (relating to governing law) applies even if a foreign association fails to register under this chapter.

(f)  Registered office.--Subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), every registered foreign association shall have, and continuously maintain, in this Commonwealth a registered office, which may but need not be the same as its place of business in this Commonwealth.

(g)  Foreign insurance corporations.--A foreign insurance corporation is not required to register under this chapter.

 

Cross References.  Section 411 is referred to in sections 401, 402 of this title.

Notes of Decisions
Cited in 20 cases (11 in the last 5 years), 2017–2026 · 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). · cites it 7× “3d 542 , 562; see 15 Pa. Cons. Stat. § 411 (a). And Pennsylvania requires out-of-state companies that register to do business in the Commonwealth to agree to appear in its courts on “any cause of action” against them.”
Jackie L. Sullivan v. A. W. Chesterton, Inc. (In re Asbestos Prods. Liab. Litig. (No. VI)), 384 F. Supp. 3d 532 (E.D. Pa. 2019). · cites it 3× “5 *536 Section 411 provides in relevant part that a foreign corporation "may not do business in this Commonwealth until it registers with the department." 15 Pa.C.S. § 411(a). If a foreign corporation does business in the state without registering, as a penalty, it "may not…”
Murray, K. v. Am. LaFrance,LLC, 234 A.3d 782 (Pa. Super. Ct. 2020). · cites it 3× “-5- J-E02001-19 15 Pa.C.S. § 411(a).3 Based upon Plaintiffs’ failure to preserve the issue for our review, we affirm.”
Mallory v. Norfolk S. R. Co, 600 U.S. 122 (2023). · cites it 6× “15 Pa. Cons. Stat. §411 (a). Among other things, Pennsylvania law is explicit that “qualification as a foreign corporation” shall permit state courts to “exercise general personal jurisdiction” over a registered foreign corporation, just as they can over domestic corporations.”
Mallory v. Norfolk S. R. Co, 600 U.S. 122 (2023). · cites it 7× “3d 542 , 562; see 15 Pa. Cons. Stat. § 411 (a). And Pennsylvania requires out-of-state companies that register to do business in the Commonwealth to agree to appear in its courts on “any cause of action” against them.”
Kennedy, J. v. Crothall Healthcare, 2024 Pa. Super. 177 (Pa. Super. Ct. 2024). “§ 5301(a)(2)(i); see also 15 Pa.C.S. § 411(a), (f) (providing that a foreign corporation “may not do business in this Commonwealth until it registers” with the Pennsylvania Department of State -6- J-A04042-24 and that the foreign corporation must also maintain an office in the…”
Murray, K. v. Am. LaFrance,LLC, 2020 Pa. Super. 149 (Pa. Super. Ct. 2020). · cites it 3× “-5- J-E02001-19 15 Pa.C.S. § 411(a).3 Based upon Plaintiffs’ failure to preserve the issue for our review, we affirm.”
Iron & Steel Realty Investments, LLC v. Westmoreland Cnty. TCB ~ Appeal of: Hoberman Homes, LLC (Pa. Commw. Ct. 2022). · cites it 7× “Section 411 of the Associations Code, 15 Pa.C.S. § 411, provides, in relevant part: (a) Registration required.”
Mallory v. Norfolk S. R. Co, 600 U.S. 122 (2023). · cites it 6× “15 Pa. Cons. Stat. §411 (a). Among other things, Pennsylvania law is explicit that “qualification as a foreign corporation” shall permit state courts to “exercise general personal jurisdiction” over a registered foreign corporation, just as they can over domestic corporations.”
Murray, K. v. Am. LaFrance,LLC (Pa. Super. Ct. 2018). · cites it 3× “Thus, unlike my learned colleagues, I would not address Appellants’ fresh claim that Pennsylvania has general personal jurisdiction over Appellee due exclusively to its 1969 registration with the Pennsylvania Department of State as a foreign corporation pursuant to 15 Pa.C.S. §…”
Abira Med. Labs. LLC v. Freedom Life Ins. Co. of Am. (E.D. Pa. 2025). · cites it 3× “15 Pa. Cons. Stat. § 411 ................”
U.S. Bank Nat'l Assoc. v. Cannon, M. (Pa. Super. Ct. 2017). “” 15 Pa.C.S. § 411(a). -5- J-A31012-16 foreclosure action against Appellants.”
Show all 20 citing cases →
— 15 Pa. Cons. Stat. § 411(a) — 9 cases
Murray, K. v. Am. LaFrance,LLC, 234 A.3d 782 (Pa. Super. Ct. 2020). “-5- J-E02001-19 15 Pa.C.S. § 411(a).3 Based upon Plaintiffs’ failure to preserve the issue for our review, we affirm.”
Jackie L. Sullivan v. A. W. Chesterton, Inc. (In re Asbestos Prods. Liab. Litig. (No. VI)), 384 F. Supp. 3d 532 (E.D. Pa. 2019). “5 *536 Section 411 provides in relevant part that a foreign corporation "may not do business in this Commonwealth until it registers with the department." 15 Pa.C.S. § 411(a). If a foreign corporation does business in the state without registering, as a penalty, it "may not…”
Kennedy, J. v. Crothall Healthcare, 2024 Pa. Super. 177 (Pa. Super. Ct. 2024). “§ 5301(a)(2)(i); see also 15 Pa.C.S. § 411(a), (f) (providing that a foreign corporation “may not do business in this Commonwealth until it registers” with the Pennsylvania Department of State -6- J-A04042-24 and that the foreign corporation must also maintain an office in the…”
Murray, K. v. Am. LaFrance,LLC, 2020 Pa. Super. 149 (Pa. Super. Ct. 2020). “-5- J-E02001-19 15 Pa.C.S. § 411(a).3 Based upon Plaintiffs’ failure to preserve the issue for our review, we affirm.”
Murray, K. v. Am. LaFrance,LLC (Pa. Super. Ct. 2018). “Thus, unlike my learned colleagues, I would not address Appellants’ fresh claim that Pennsylvania has general personal jurisdiction over Appellee due exclusively to its 1969 registration with the Pennsylvania Department of State as a foreign corporation pursuant to 15 Pa.C.S. §…”
— 15 Pa. Cons. Stat. § 411(b) — 3 cases
Jackie L. Sullivan v. A. W. Chesterton, Inc. (In re Asbestos Prods. Liab. Litig. (No. VI)), 384 F. Supp. 3d 532 (E.D. Pa. 2019). “5 *536 Section 411 provides in relevant part that a foreign corporation "may not do business in this Commonwealth until it registers with the department." 15 Pa.C.S. § 411(a). If a foreign corporation does business in the state without registering, as a penalty, it "may not…”
Iron & Steel Realty Investments, LLC v. Westmoreland Cnty. TCB ~ Appeal of: Hoberman Homes, LLC (Pa. Commw. Ct. 2022). “Section 411 of the Associations Code, 15 Pa.C.S. § 411, provides, in relevant part: (a) Registration required.”
Rishabh Software Private v. Cogent Infotech (Pa. Super. Ct. 2020).
— 15 Pa. Cons. Stat. § 411(c) — 1 case
Iron & Steel Realty Investments, LLC v. Westmoreland Cnty. TCB ~ Appeal of: Hoberman Homes, LLC (Pa. Commw. Ct. 2022). “Section 411 of the Associations Code, 15 Pa.C.S. § 411, provides, in relevant part: (a) Registration required.”
— 15 Pa. Cons. Stat. § 411(e) — 1 case
Murray, K. v. Am. LaFrance,LLC (Pa. Super. Ct. 2018). “Thus, unlike my learned colleagues, I would not address Appellants’ fresh claim that Pennsylvania has general personal jurisdiction over Appellee due exclusively to its 1969 registration with the Pennsylvania Department of State as a foreign corporation pursuant to 15 Pa.C.S. §…”
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