How to Form a Pennsylvania Corporation

What is a corporation?

A corporation is a legal entity that exists separately from its owners. In Pennsylvania, corporations are governed by the Business Corporation Law of 1988, which provides the framework for corporate formation, operation, and dissolution. 

One of the main benefits of forming a corporation is that it provides limited liability protection, shielding your personal assets from your business's debts and obligations. A corporation may also shield you from liability if someone sues your business partner or employee. Additionally, a corporation may hold greater appeal to outside investors and provide tax savings. 

Pennsylvania corporations can engage in any lawful business activity and have the same rights as individuals to enter contracts, own property, and conduct business operations throughout the state and beyond.

How to form a corporation in Pennsylvania: Step-by-step

Step 1: Choose a corporate name

Before filing your articles of incorporation, you must ensure your proposed business name is available and complies with the following Pennsylvania requirements.

• Your name must contain the words "corporation," "company," "incorporated," or "limited," or an abbreviation of one of those words (Corp., Co., Inc., or Ltd.).
• It must be distinguishable from any other corporation or association on file with the Pennsylvania Department of State.
• It cannot be the same as any name that has been reserved or any fictitious name (DBA) filed with the Pennsylvania Department of State.

You can check name availability by searching the online database at the Pennsylvania Department of State website.

A corporate name can be reserved for 120 days by submitting an application on the PA Business One-Stop Shop website, along with the required $70 fee.

Step 2: Designate a registered office and agent

All Pennsylvania corporations must have a registered office, as well as a designated registered agent available to receive service of process—such as legal documents—at the office.

Your registered office must be an actual street address located in Pennsylvania (P.O. boxes are not sufficient). It may be the same as your corporation’s business address, if that is more convenient. Or, if you choose to use a commercial registered agent, it can be the address where this provider has agreed to receive service of process.

Your registered agent must be a Pennsylvania resident or a professional service authorized to do business in Pennsylvania. You may serve as your own registered agent, so long as you have a Pennsylvania address, but if you elect to serve as your own agent, you must be available during regular business hours to receive service of process at your registered office. Because of this time commitment, many corporations elect to hire a commercial registered agent service.

Step 3: Apply for an employer identification number (EIN)

Some states allow you to file for an EIN after your formation, but Pennsylvania requires you to provide your EIN on your docketing statement, which is attached to your articles of incorporation.

An EIN is necessary for filing taxes in the state and is often required when applying for a business bank account. You’ll also need one if you plan to hire employees for your corporation.

You can get an EIN by applying online at the IRS website or by mail using Form SS-4.

Step 4: Prepare and file articles of incorporation

A Pennsylvania corporation exists as soon as you file articles of incorporation with the Bureau of Corporations and Charitable Organizations, unless the articles specify a different effective date.

Filling out all required fields, including:

• The name of your corporation
• The registered office address and name of your registered agent
• The number of shares the corporation is authorized to issue (if relevant)
• Names of all incorporators

In Pennsylvania, you are also required to fill out a docketing statement to attach to your articles of incorporation. This statement acts as a sort of cover sheet and includes additional necessary information such as your EIN, description of your business activities, and the name and address of the person who will be filing initial tax reports for your corporation.

Step 5: Publish notice in two newspapers

Pennsylvania law requires publication of a notice of intent to file articles of incorporation, or notice of the actual filing, in two newspapers. The notice must state the name of the corporation that has been, or will be, organized under the Business Corporation Law of 1988.

Proof of your publication does not need to be filed with the state, but should be kept with your corporate minutes.

Step 6: Hold organizational meeting and adopt corporate bylaws

A corporation's bylaws describe its internal rules and procedures and contain provisions for managing the business and affairs of the corporation. These bylaws must be adopted at an organizational meeting, though the bylaws themselves do not need to be filed with the Department of State.

Bylaw provisions typically include details on how officers and directors are elected, their duties, and how annual meetings are conducted.

If your corporation will issue stock, you can also use your organizational meeting to issue stock certificates to initial shareholders. All stock issuances should also be documented in corporate minutes.

Step 7: Register for state taxes and business licenses

You’ll need to register to pay corporate income tax with the Pennsylvania Department of Revenue. Depending on your business activities, you may also need to register for sales tax (if your corporation sells taxable goods or services) and employer withholding tax (if hiring employees).

Your industry and location may also dictate what business licenses or permits you need to obtain for your corporation. While Pennsylvania does not require the issuance of a state-wide business license, you may be required to obtain one at the county level. Certain industries and professions also require specific licenses and certifications in order to operate legally. You can find more information about what business licenses are required in Pennsylvania by consulting the checklist offered by the Pennsylvania Business One-Stop Shop.