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.