Form a Corporation in Pennsylvania.

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Choosing a Corporation Name

Choosing a name for your new Pennsylvania Corporation is one of the first official steps toward actually conducting business in the Keystone State. The business name you choose must be distinguishable from other registered Pennsylvania business entities, as well as any names already reserved (with some exceptions).

Your new business’ name may not state or imply that it is a state or federal governmental agency, or that it is organized for a purposed other than that permitted by state law and the corporation’s articles of incorporation. The name also (with a few exceptions) may not state or imply that it is a credit union or a public utility company. The name must use Roman characters and Roman or Arabic numerals, and it may not contain language that constitutes blasphemy, profane cursing, swearing, or profaning the Lord’s name.

The name must include one of the following terms or its abbreviation (or words or abbreviations of the same meaning in another language): “Incorporated,” “Corporation,” “Company,” “Limited,” “Association,” “Fund,” or “Syndicate.” “Company” or “Co.” may be immediately preceded by “and” or the symbol “&.”

Available corporate names may be reserved for up to 120 days for a $70 fee.

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 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


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.


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.

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Commonly Asked Questions For Starting a Pennsylvania Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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