Unsure how to get started with forming your corporation in Pennsylvania? Find the requirements for registering your business, what forms you’ll need, how much it costs and more.
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by Jane Haskins, Esq.
Jane has written hundreds of articles aimed at educating the public about the legal system, especially the legal aspe...
Updated on: November 28, 2023 · 5 min read
When you form a corporation, your personal assets gain protection from your business’s debts and obligations. A corporation may also shield you from liability if someone sues your business partner or employee. There may also be additional benefits to forming a corporation, such as tax savings or greater appeal to outside investors.
A Pennsylvania corporation exists as soon as you file articles of incorporation, unless the articles specify a different date. To form a corporation, file the articles of incorporation, a docketing statement, and the appropriate filing fee with the Bureau of Corporations and Charitable Organizations of the Pennsylvania Department of State.
The articles of incorporation may include numerous provisions for the operation of the corporation, but at a minimum, they must contain the following:
A corporation can offer different types of stock, called classes or series. These classes can offer different rights to their shareholders. For example, some classes of stock may offer voting rights while others do not.
Regarding stock structure, the following applies:
A notice of the intent to file articles of incorporation, or of the actual filing, must be published in two newspapers. The notice must state the name of the corporation and that it has been or will be organized under the Business Corporation Law of 1988. The notices do not have to be filed but should be kept with the corporate minutes in a safe location at the corporate office.
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Before filing your articles of incorporation, you should find out if your proposed name is available. You can do this by calling or writing to the Bureau of Corporations and Charitable Organizations, and searching their online database.
A corporate name can be reserved for 120 days by submitting an application to the Bureau of Corporations and Charitable Organizations.
Your corporation’s name must meet the following requirements:
Incorporators are responsible for signing and filing the articles of incorporation. You must adhere to the following requirements when specifying incorporators:
Corporate directors manage the business and affairs of the corporation and determine policies and strategies. Directors must exercise good business judgment and place the interests of the corporation and its shareholders ahead of their own personal interests.
The following requirements apply when specifying directors:
A registered office is the place where your corporation will receive official correspondence, including legal documents such as lawsuits. Your corporation’s registered office must meet the following requirements:
Pennsylvania does not require you to list a purpose for your corporation. All Pennsylvania corporations are formed for the purpose of engaging in any lawful business for which corporations may be incorporated. The articles of incorporation must state that your corporation is incorporated under the provisions of the Business Corporation Law of 1988.
A corporation’s bylaws describe its internal rules and procedures and may contain provisions for managing the business and affairs of the corporation. Typically, bylaws describe such matters as the way officers and directors are chosen, their duties, and how meetings of directors and shareholders are called and conducted. Although bylaws are not filed with the Department of State, they should be kept at your corporation’s offices.
In regard to bylaws, the following requirements apply in Pennsylvania:
The Pennsylvania Bureau of Corporations and Charitable Organizations requires a fee when filing articles of incorporation or reserving a corporation name. Corporations are also required to pay state and federal income taxes.
Ready to start a corporation in Pennsylvania? LegalZoom provides corporate formation and filing services, including providing a registered agent in Pennsylvania.
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