Form a Corporation in Pennsylvania.

Articles of Incorporation

In accordance with the Pennsylvania Business Corporation Law (found in Title 15 of the Pennsylvania Consolidated Statutes), corporations must file articles of incorporation with the Department of State, Corporation Bureau, before conducting business in the state. The articles must be delivered by at least one of the incorporators, accompanied by the filing fee of $125. There must be at least one incorporator, who must be either a natural person of adult age or a corporation. The incorporator does not have to be a director, officer, or shareholder of the corporation.

The following information must be included in the articles of incorporation:

• The names and addresses of the incorporators.
• The street address and county of the corporation’s initial registered office.
• The name of the new corporation’s initial registered agent at that office.
• The mailing address of the corporation’s initial principal office (if different from the registered office).
• The number of shares the corporation is authorized to issue.
• The effective date of the articles, if later than the date of filing.
• A statement that the corporation will be organized on a non stock 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 series, and a statement of authority of the board of directors to change the attributes of any classes or series of stock.
• A statement that the corporation is incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988.

A docketing statement must also accompany the articles of incorporation at filing. This states the corporation’s general business activity, the person responsible for initial tax reports, the fiscal year, and the Employer Identification Number (EIN), if applicable.

Pennsylvania law allows a corporation to be formed for any lawful business activity. Although there is no requirement for a specific corporate purpose to be stated in the articles of incorporation, a general statement about the corporation’s primary business activity must be included in the docketing statement that is attached to the articles when they are filed with the state.

Pennsylvania law also allows (but does not require) optional items to be included in the articles of incorporation for those corporations who wish to formally specify additional information, such as:

• The names and addresses of the corporation’s initial directors and officers.
• The corporate purpose.
• The powers and constraints of the corporation, its board of directors, and shareholders.
• The par value of authorized shares or classes of shares.
• Provisions for or limitations on shareholder and/or director personal liability for corporate debts in certain situations.

In Pennsylvania, it’s not required to state a par value for your new corporation’s shares. The filing fee is not based on how many shares are authorized, so you can authorize as many as desired. Most incorporators authorize one class of common shares with equal voting, dividend, and liquidation rights, with no special restrictions.

Pennsylvania law requires that an incorporator(s) publish a notice or either the intention to file or the actual filing of the articles of incorporation. The notice must state the corporate name and specify that it has been incorporated under the provisions of the Business Corporation Law of 1988. The notice must be published at least once in at least two local newspapers, one of which should be a “general circulation” newspaper and the other a “designated legal newspaper” in the same county as the corporation’s registered office. If there are no designated legal newspapers in that county, the notice can be published in two general circulation papers. Proof of the notice’s publication does not have to be filed with the Pennsylvania Department of State, but a copy should be kept with the corporate records.

Registered Agent and Office

Every Pennsylvania Corporation must have a registered agent in the state – someone designated to receive official state correspondence, including notice if the corporation is “served” with a lawsuit. The registered agent must be either a Pennsylvania resident whose business office is the same as the registered office, or a corporation with a business office identical with the registered office.

Bylaws

Bylaws describe the corporation’s basic managerial and legal operating principles. The incorporators or the board of directors are required to adopt the initial bylaws for the Pennsylvania Corporation.

A Pennsylvania corporation must keep a copy of its bylaws at its main executive office, but is not required to file them with the state. The bylaws may contain any provision for managing the business and regulating the affairs of the corporation that’s not in conflict with law or the articles of incorporation.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. Bylaws normally address:

• Shareholders and directors meetings
• The authority, number, and tenure of directors
• Voting procedures
• The duties, responsibilities, and tenure of officers
• How stock is issued
• How and when annual financial information is provided to shareholders

Directors

Officers must be named in the bylaws or elected by the board of directors, and there must be, as a minimum, a president, a secretary, and a treasurer, or persons who shall act as such, regardless of what title they may have. The bylaws may prescribe specific qualifications for officers. The president and secretary have to be natural persons of at least 18 years of age. The treasurer may be a corporation but must be at least 18 if a natural person.

Officers may appoint other officers in compliance with the bylaws and board of directors. If the articles of incorporation and the bylaws allows it, an officer may hold multiple offices in the corporation. Unless otherwise specified in the bylaws, officers do not also have to be directors.

At least one officer should be designated as responsible for preparing minutes of the directors’ and shareholders’ meetings, and for maintaining and authenticating corporate records.

Requiment Reports

In Pennsylvania, for-profit corporations do not have to file an annual report with the state Department of State. However, the corporation must (subject to certain state exceptions) file a “decennial” report every 10 years, listing its name, registered office or other office address, and a statement of existence.

Taxes

Pennsylvania corporations are subject to a state net corporate income tax corporate tax and a loans tax, based on corporate indebtedness. In addition, Pennsylvania corporations must pay a capital stock tax based on their net worth, with a current minimum annual payment of $200. They must also pay an annual franchise tax, the minimum amount of which is $35.