What activities require foreign LLC registration in other states?

Full question:

I live in PA but I registered a LLC in DE last year and a LLC in PA this year, both are domestic LLC of its own formation state. My question is what types of business activities would require me to register my LLC as a foreign LLC in other states. Specifically for the following scenarios: 1. If I borrow money from the DE LLC to purchase a property in PA? 2. If my DE LLC becomes a member of my PA LLC? 3. If my DE LLC buys a rental property in PA? 4. If my DE LLC buys a tax deed in PA? 5. If my DE LLC buy a tax lien certificate in NJ? 6. How do I show that I carry out my business from DE instead of PA? Do I suppose to have a DE business address and DE bank account, and have all the documents and bills send to a DE address?

• Category: Corporations
• Subcategory: Foreign Corporation
• Date: 04/07/2025
• State: Delaware

Answer:

Whether you need to register your LLC as a foreign entity in another state depends on whether it is considered to be "doing business" there. The scenarios you mentioned do not automatically mean your DE LLC is doing business in PA or NJ.

Here’s a breakdown of the scenarios:

• Borrowing money from your DE LLC to buy property in PA: This alone typically does not require foreign registration.
• Your DE LLC becoming a member of your PA LLC: This usually does not constitute doing business in PA.
• Your DE LLC buying a rental property in PA: This may require foreign registration, as owning property can be seen as doing business.
• Your DE LLC buying a tax deed in PA: This may also necessitate foreign registration.
• Your DE LLC buying a tax lien certificate in NJ: This could require foreign registration in NJ, depending on the nature of the activity.

To show that you operate from DE instead of PA, you should maintain a DE business address and bank account. Additionally, have all business documents and bills sent to your DE address. This helps establish the primary location of your business activities.

Refer to Delaware’s statute regarding exceptions for foreign corporations (Del. Code Ann. tit. 8, § 371) and Pennsylvania’s statute on excluded activities (15 Pa.C.S.A. § 4122) for more detailed information.