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Home | Business & Tax | Incorporation | Pennsylvania Incorporation


Form a Pennsylvania Corporation



Thousands of businesses have been right where you are now—deciding to incorporate and deciding to use LegalZoom. We provide a user-friendly service for you to incorporate online today in three easy steps. Protect your business and personal assets, share in the fringe benefits of a corporation, and lower your tax bill along the way. You're moving forward with your business, LegalZoom can help.



When incorporating in Pennsylvania with LegalZoom, we not only file your articles of incorporation with the Pennsylvania Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Pennsylvania corporation.

Pennsylvania Incorporation Information

Incorporating in Pennsylvania

Corporate Name:

Choosing a business name is one of the first steps of forming your Pennsylvania Corporation. The name that you choose:
  • Must be distinguishable from any other registered Pennsylvania business entity and any reserved names on record, subject to certain exceptions under state law.
  • May not contain language stating or implying that it is a governmental agency of the Commonwealth or the United States or organized for a purpose other than that permitted by state law and its articles of incorporation.
  • May not imply that it is a credit union or a public utility company, subject to certain state exceptions.
  • Must be in Roman or Arabic numerals or Roman characters.
  • Must not contain words that constitute blasphemy, profane cursing, swearing or profane the Lord's name.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.

In addition, the name must contain one or more of (or an abbreviation of) the following words, or words or abbreviations of like import in another language:
  • "Incorporated"
  • "Corporation"
  • "Company"
  • "Limited"
  • "Association"
  • "Fund"
  • "Syndicate"
Pennsylvania state law restricts the use of certain words and phrases in business names. When you form your Pennsylvania corporation with LegalZoom, your business name choices are reviewed for compliance with applicable state laws.

Articles of Incorporation:

If you will be incorporating in Pennsylvania, articles of incorporation must be filed with the Pennsylvania Secretary of State. Pennsylvania law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators:
  • Minimum Number of Incorporators: One or more.
  • Eligibility Requirements: The incorporator must be either a (1) natural person of full age or (2) corporation.
  • Duties: Signing and filing articles of incorporation with the Secretary of State.
  • Listing Requirements - The name and address of each incorporator must be listed.
Corporate Purpose:

Pennsylvania allows a corporation to be formed for any lawful business activity Although the corporate purpose is not required to be listed in the articles, a general statement as to the corporation's primary business activity must be included in the docketing statement that is attached to the articles upon filing.

Director Information:
  • Minimum Number of Directors: One or more.
  • Eligibility Requirements: None. The articles of incorporation or bylaws may prescribe qualifications for directors.
  • Listing Requirements: Directors are not required to be listed in the articles.
  • Officer Information:
  • Officers are not required to be listed in the articles of incorporation.
Stock Information:

The following information about the corporation's capital stock must be included in the articles:
  • A statement that the corporation will be organized on a nonstock basis, if applicable.
  • If organized on a stock share basis, the aggregate number of shares that the corporation is authorized to issue, a statement of the designations and relative rights of any class or any series, and a statement of authority of the board of directors to change the attributes of any classes or series of stock.
  • Other Required Information in the Articles:
  • The address, including street and number, of the corporation's initial registered office.
  • A statement that the corporation is incorporated under the provisions of the Business Corporation Law of 1988.
  • The effective date of the articles, if later than the date of filing.
  • A docketing statement, which states the corporation's general business activity, the person responsible for initial tax reports, the fiscal year and the EIN (if any).
Optional Provisions:

Pennsylvania permits additional provisions to be integrated into the articles of incorporation, such as:
  • The names and addresses of the initial directors.
  • The corporate purpose(s).
  • Provisions for managing the business and regulating the affairs of the corporation.
  • A par value for authorized shares or classes of shares.
  • Limitations on a director's or officer's liability for money damages to the corporation or its shareholders in certain situations.
Publication:

Pennsylvania law requires a corporation to publish a notice of filing of articles of incorporation. The notice shall set forth briefly the corporate name and a statement that the corporation has been incorporated under the provisions of the Business Corporation Law of 1988. The proof of publication does not need to be submitted to the Pennsylvania Department of State but should be kept with the corporate records.

Bylaws

In general, a Pennsylvania corporation's bylaws are written to manage the corporation's business and to conduct the corporation's affairs, so long as the bylaws do not conflict with the articles of incorporation. The incorporators or board of directors must adopt initial bylaws for the Pennsylvania incorporation.

Officer Information:

Officers must be listed in the bylaws or elected by the board of directors, and there must be at least a president and a secretary. Officers may appoint other officers in compliance with the bylaws and board of directors. At least one officer has the responsibility of preparing minutes of the directors' and shareholders' meetings and for authenticating records for the corporation. Any officer may hold more than one office in the corporation.

Registered Office:

Every Pennsylvania corporation must have a registered office in Pennsylvania-- the location at which official correspondence and notice is received if the corporation is "served"with a lawsuit. Pennsylvania requires that a corporation maintain a registered office in the state, which may be its place of business

Professional Corporations:

Under Pennsylvania law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.

Annual Report:

A report must be filed with the Pennsylvania Department of Revenue each year.

A corporation must also file a decennial report setting forth its name, its registered office or other office address and a statement of existence. This requirement is subject to certain state exceptions.

Income Tax Rate:

For information on the Pennsylvania state income tax rate, visit: http://www.revenue.state.pa.us/