How to Incorporate in Pennsylvania
Pennsylvania Department of State – Bureau of Corporations & Charitable Organizations
PO Box 8722
401 North Street – Room 206
Harrisburg, PA 17105-8722
Statutory Authority: Business Corporation Law of 1988 — 15 Pa. Consol. Stat. § 11 (2010)
Pennsylvania Incorporation General Filing Instructions
1. Confirm availability of company name and reserve f necessary.
2. Complete the “Articles of Incorporation.”
3. Complete the “Docketing Statement.”
4. Prepare a Letter of Transmittal.
5. Submit the completed documents, along with a photocopy and your filing fees, to the Pennsylvania Department of State.
Pennsylvania Articles of Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in Pennsylvania:
1. Name and address to whom the documents will be returned
2. Company name
3. Registered agent name and address
4. Number of authorized shares
5. Name and address of each incorporator
6. Effective date if other than date of filing
7. Optional provisions
8. Date and signature of each incorporator
Pennsylvania Incorporation Fee Schedule
Name Reservation: $70.00
Articles of Incorporation: $125.00
Certificate of Authority: $250.00
Expedited Service: $70.00
Certified Copy: $55.00 plus $3.00 per page
Articles of Dissolution: $70.00
Your company name must end with a corporate designator. In Pennsylvania the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”
Conduct an entity name search by mail or by phone to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing a “Name Reservation” and paying a name reservation fee of $70.00.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Pennsylvania requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Pennsylvania resident or active Pennsylvania business entity that has a Pennsylvania street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Pennsylvania resident and have a Pennsylvania street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Pennsylvania corporation. Nevertheless, Pennsylvania permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. Publish notice of the filing of the “Articles of Incorporation” in two newspapers of general circulation. If possible, one of the newspapers should be a legal journal.
9. Complete the “Pennsylvania Enterprise Registration.”
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority.”
2. Complete the “Docketing Statement.”
3. Submit the completed documents, along with the $250.00 filing fee, to the Pennsylvania Department of State.
4. You are required to publish its intention to apply or its “Application for Certificate of Authority” and keep the proofs of such publication with the minutes of the corporation.
Dissolving a Pennsylvania Corporation
1. Obtain a “Tax Clearance Certificate” from the Department of Revenue and the Department of Labor and Industry.
2. Complete either the “Articles of Dissolution Before Commencement of Business” or “Articles of Dissolution – Domestic”.
3. Submit the appropriate Articles, along with both “Tax Clearance Certificates” and the $70.00 filing fee, to the Pennsylvania Department of State.