How to Form a Corporation in Pennsylvania
When you file your Articles of Incorporation with the state, your corporation is legally created.3 min read
2. Directors and Registered Agents
3. Recordkeeping and Other Obligations
If you want to know how to form a corporation in Pennsylvania, follow these steps:
- Choose a name.
- File an Articles of Incorporation.
- Appoint a registered agent.
- Set up a records book.
- Prepare bylaws.
- Appoint initial directors.
- Issue stock.
- Comply with tax and licensing requirements.
First Steps to Forming a Corporation
Choose a name that includes a designator, such as the following:
The name you choose must be distinguishable from existing names in the state. When you file your Articles of Incorporation with the state, your corporation is legally created.
Your Articles must include the following:
- The corporation's name and address
- Registered agent's name and address
- Number of authorized shares
- Incorporator's name and address
- Effective date
Along with your Articles, you must include a New Entity Docketing Statement. This form must include the following:
- Corporation name
- Name and address of the individual responsible for initial tax reports
- Purpose of the corporation
- Effective date
- Employer Identification Number, or EIN
- Corporation's fiscal year end
The filing fee is $125. You must publish a notice of the intent to form your corporation in two newspapers.
Incorporators must sign and file the Articles. When you specify incorporators, you must adhere to the following:
- You can have one or more incorporators.
- Incorporators must be at least 18 years-old, or they may be a corporation.
If your Articles don't name initial directors, the incorporators must have an organizational meeting after filing the Articles. During the meeting, they will appoint directors and adopt bylaws. Incorporators have no more duties once the directors are chosen.
Directors and Registered Agents
Corporate directors do the following:
- Manage business affairs
- Determine business strategies
- Determine corporate policies
Bylaws lay out ground rules for running the corporation. Your bylaws should specify the number of directors in your corporation. If you don't specify a number, you must have at least three directors, with no maximum required. The minimum age for directors is 18 years-old, but they don't have to be shareholders or live in Pennsylvania. You can outline additional eligibility requirements in your bylaws.
Your registered office may be the same as your corporate address. It has to be in Pennsylvania. You can use either a street address or rural box number for your registered office, but post office boxes aren't acceptable. Otherwise, you may use a commercial registered office provider.
Include how long your business will be in existence, if not perpetual. After you're incorporated, you must file a report every 10 years, known as a Decennial Report. The fee to file this is $70.
Expect the Pennsylvania Department of State to take about a week to process mail-in filings. Online filings are processed quicker.
Your corporation must have an agent for service of process, also known as a statutory agent, resident agent, or registered agent. This is a person or company that accepts legal papers on your company's behalf. The agent must be a resident of the state or an entity authorized to conduct business in the state. All agents must have a physical street address.
Recordkeeping and Other Obligations
All corporations in Pennsylvania must file annual reports.
Your corporate records book will keep the following:
- Meeting minutes
- Stock certificates
- Stock certificate stubs
Store your records book at your corporation's main office.
The incorporator appoints the initial directors, who serve until the first shareholders meeting. At that time, shareholders elect a board of directors.
At the first board of directors meeting, the directors can do the following:
- Appoint officers
- Adopt bylaws
- Choose a bank
- Authorize the issuance of shares
- Set the fiscal year
- Adopt an official stock certificate
- Adopt a corporate seal
You'll issue stock to the shareholders. Small corporations typically issue paper stock certificates. Record all shareholder information in your stock transfer ledger.
Look into any additional tax and regulatory requirements. You'll need an EIN, which you obtain free of charge from the IRS. Finally, depending on your jurisdiction and the type of business you operate, you may need certain local or state business licenses.
You may find it helpful to have legal and tax professionals help you with forming a corporation, as this business structure is more formal and complex than others.
If you need help understanding how to form a corporation in Pennsylvania, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.