What is a Pennsylvania Corporation?
Pennsylvania Corporation or Pennsylvania INC, is a business formation registered with the Pennsylvania Secretary of State. The Pennsylvania Corporation will be able to issue shares of stocks to employees and investors, unlike an LLC in Pennsylvania.
Pennsylvania Corporation Requirements
- State Filing Fee of $125.
- A Registered Agent located in Pennsylvania. See our service here.
- Articles of Incorporation.
Pennsylvania Corporation Structure
PA Corporations are structured legally with the Pennsylvania Articles of Incorporation. Like many states, the document for a Corporation formation is short and simple.
The required information to be listed:
- Registered Office
- Filing Date
The exact name of your new Pennsylvania will be listed on the Articles of Incorporation. A corporate designator is required. You can use “Corporation”, “Incorporated”, “Limited”, “Company” or an abbreviation of one of the corporate designators.
You can list a street address for your Registered Office or you can list a Commercial Registered Office provider.
You can have the PA Corporation organized on a non-stock basis or you can organize the Pennsylvania Corp. on a stock share basis. If the Corporation has stock, list the number of authorized shares.
Names and addresses, including the number and street, will be listed with a signature.
A date in the future can be determined for delayed filing of your Pennsylvania INC.
|Pennsylvania Incorporation Facts|
|Formation Filing||Articles of Incorporation|
|Filing Agency||Bureau of Corporations and Charitable Organizations|
|Our Fee||$270 (includes registered agent service)|
|Processing Time||10-15 Business Days|
|Decennial Report Due||Years Ending in 1|
|Decennial Report Fee||$70|
How to File a Pennsylvania Corporation
Steps to Form a Pennsylvania Corporation:
- Choose a Name for Your Pennsylvania Corporation: You must select a name for your corporation that adheres to the laws of the Commonwealth. The name you choose cannot already be registered to another entity already using the name within the State. You can check for availability by conducting a business name search on the Pennsylvania Department of State website.
- File Your Articles of Incorporation: To form a corporation in Pennsylvania, you must file Articles of Incorporation with the Bureau of Corporations and Charitable Organizations. There is a $125 filing fee. You must include with the document a New Entity Docketing Statement. There is no additional fee for the docketing statement. Articles of Incorporation can be filed by mail or online.
- Appoint a Pennsylvania Commercial Registered Office Provider: Corporations are required to appoint a commercial registered office provider (also known as a Pennsylvania registered agent) on their Articles of Incorporation. The registered agent accepts service of process and other official business mail on behalf of the corporation.
- Fulfill Your Incoporation Publication Requirement: Pennsylvania requires incorporators to publish a notice of either their intent to form a corporation or that they have already formed their corporation. The requirement is that the notice be published in two separate newspapers, one of which must be a legal newspaper.
- Write Your Corporate Bylaws: Corporate Bylaws are the governing document of your business. Bylaws lay out the ownership of your company, its initial shareholders and their contributions, the class of shares held by each shareholder, any rights and responsibilities conferred by those shares. Bylaws also detail the management structure: the Board of Directors, Corporate Officers (President, Vice President, Secretary, and Treasurer), as well as the duties of all administrative offices.
- Open Your Corporate Bank Accounts: Your corporation will need a business bank account to separate business transactions from your personal finances. This is essential to maintain the liability protection provided by your corporation. Every bank has its own requirements for opening accounts, but most banks will need to see copies of your Articles of Incorporation, Corporate Bylaws and an initial resolution authorizing the opening of any accounts.
- File Your Decennial Report: After you incorporate, your corporation has to file a Decennial Report. This is filed only once very 10 years, always in a year ending in 1 (such as 2011, 2021, 2031, etc.). There is a $70 filing fee. Decennial Reports can be filed online with the Department of State.
What Restrictions Are There On Pennsylvania Corporate Names?
The Pennsylvania Consolidated Statutes lay out a number of restrictions on Pennsylvania Corporation names. All names must be expressed in Roman letters or characters, or Arabic or Roman numerals. The name must include a corporate designator: Corporation, Company, Incorporated, Limited or any abbreviation of these terms. The words Association, Fund and Syndicate are also allowed.
You cannot use any word that implies the corporation is a governmental agency, or any word that “constitutes blasphemy, profane cursing or swearing, or that profanes the Lord’s name.
Some terms are restricted and require approval from different government agencies or licensing boards.
Restricted terms include:
- Bank, Bank and Trust, Savings Bank, Private Bank, Trust Company
- Annuity, Assurance, Beneficial, Bond, Casualty, Endowment, Fidelity, Fraternal, Guaranty, Indemnity, Insurance, Insurer, Reassurance, Reinsurance, Surety, Title
- Words implying the corporation is a public utility
- Credit Union
- College, University, Seminary
- Engineer, Engineering, Surveyor, Surveying
- Architect, Architecture
Is the Information on My Articles of Incorporation Part of the Public Record?
Yes. All of the information will be listed in the public record and can be accessed through a PA business name search. This includes any address and email address listed on the form.
Do I Have to Include My Commercial Registered Office Provider’s Address?
No. When you hire a Pennsylvania registered agent, you only need to list their name and the county in which their registered office is located. A commercial registered office provider is required to register with the Commonwealth, and their address information is already on file.
Pennsylvania Registered Agent
A Pennsylvania registered agent (also called a commercial registered office provider) is appointed to accept service of process (notice of a lawsuit against your corporation) on behalf of your company. The agent must meet the following requirements:
- Continuously maintain a physical street location in the Commonwealth, called a registered office
- Keep regular business hours throughout the year
- Accept service of process and official business mail on behalf of clients
- Contact clients when documents are accepted
- Forward all documents to clients in a timely manner
Pennsylvania Publication Requirement
Incorporators must publish in two separate newspapers either their intent to incorporate or a notice that they have incorporated under the Pennsylvania Business Corporation Law of 1988. There is no specification about when you are required to publish, but you must keep a record of the publication.
The following information must be included in the advertisement:
- The name of the proposed corporation (or its registered name)
- A statement that the corporation is to be or has been incorporated under the provisions of the Business Corporation law of 1988.
One newspaper must be of general circulation, and the other must be a legal newspaper/journal. You are not required to publish in any particular newspaper, nor are you restricted to the geographic area where your business office is located.
Pennsylvania Corporation Decennial Report
After you incorporate in Pennsylvania, your corporation must file a Decennial Report. The report is only filed once every 10 years, and only in years ending in 1 (2021, 2031, 2041, etc.). The filing fee is $70. Decennial Reports can be filed online at the Department of State website.
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