Start a Corporation in Pennsylvania
To start a corporation in Pennsylvania, you’ll need to choose a Pennsylvania registered agent, file business formation paperwork with the Pennsylvania Bureau of Corporations and Charitable Organizations, and pay a $125 state filing fee. You can use our tool below to fill out the Official Pennsylvania Corporation Articles of Incorporation, and even download, print, or save your progress, all for free.
The best part is you only need to enter your information once to create a free account and pre-populate your articles of incorporation, corporate bylaws, IRS filings, and ongoing annual filings to maintain your Pennsylvania corporation. You can use our free system to file direct with the state yourself or opt to have us help you out along the way.
How to Start a Corporation in Pennsylvania
A Pennsylvania corporation is a business with a legal existence that is separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
To start a corporation in Pennsylvania, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Bureau of Corporations and Charitable Organizations. You can file this document online, by mail or in person. The articles cost $125 to file. Once filed with the state, this document formally creates your Pennsylvania corporation.
Name Your Corporation
The first step is to choose a business name that meets Pennsylvania’s naming requirements, which you can find in 15 PA Cons Stat § 202-204. In brief, your corporation’s name must:
- Be one-of-a-kind among business names registered in Pennsylvania.
- Contain the word “corporation,” “company,” “incorporated” or “limited,” or an abbreviation of any of those terms.
- Not suggest your business is something it isn’t, like a nonprofit or a university.
Already have a business name? Check to see if it’s available.
Can I reserve a business name in Pennsylvania?
Yes. If you want to reserve your business name while you prepare to start your corporation, you can submit a Name Reservation form to the Pennsylvania Bureau of Corporations and Charitable Organizations to reserve your business name for up to 120 days. The filing fee is $70.
What’s the difference between my corporation’s name and a fictitious business name?
The company name listed on your Certificate of Organization will be your corporation’s official name. If you want to do business using a different name, you can register a fictitious business name (sometimes called a DBA or “doing business as” name). Businesses often use fictitious business names when re-branding, launching a new product, or breaking into a new industry.
To use an assumed business name in Pennsylvania, you must file a Registration of Fictitious Name and pay a $70 filing fee to the Bureau of Corporations and Charitable Organizations. Sole proprietors and partnerships have to publish notice in a newspaper to register a fictitious business name, but corporations do not.
Considering using an assumed business name? Learn How to Get a Pennsylvania DBA.
Designate a Registered Agent
Next, you’ll need to appoint a Pennsylvania registered agent. A registered agent is someone (yourself, another individual, or a company like us) designated to accept important legal mail on behalf of your business. In Pennsylvania, all corporations are required to have a registered agent. You’ll need to have your registered agent’s name and address ready before you fill out your Articles of Incorporation.
Learn why the pros use a registered agent service.
What are the requirements for a registered office in Pennsylvania?
Per 15 PA Cons Stats § 1507, every Pennsylvania corporation must maintain a registered office. Your registered office must:
- Have a physical street address (not a P.O. box or virtual office) in Pennsylvania.
- Be open during regular business hours.
- Have someone present who can accept service of process on behalf of your business.
What’s a CROP in Pennsylvania?
A Commercial Registered Office Provider (CROP) is Pennsylvania’s name for a registered agent service. A CROP will list their business address on your Articles of Incorporation and accept legal mail on behalf of your business. A good one will scan and upload your documents to a secure account immediately, so you don’t miss a summons or some other scary paperwork while you’re out of town.
Can you be your own registered agent in Pennsylvania?
Yes. You will need to put your own address on the public record and be available during business hours to accept service of process in person.
Since many business owners are not comfortable with sharing their personal address publicly, they often choose to hire a registered agent service (called a Commercial Registered Office Provider or CROP in Pennsylvania) that will list their business address on public forms instead of the business owner’s whenever possible. Hiring a registered agent service also means that you can go on vacation without worrying you’ll miss a legal summons.
Can I change my registered office after I start a corporation?
Yes. To change your registered office in Pennsylvania, you must file a Change of Registered Office form and pay a $5 fee.
Submit Articles of Incorporation
To officially form your corporation, you’ll need to complete a form called Articles of Incorporation. When the form is completed, you’ll submit it to the Bureau of Corporations and Charitable Organizations online, by fax, by mail, or in person and pay the $125 filing fee.
Note: All of the information on this form will become part of the public record.
To fill out the form, you’ll need to provide the following information about your corporation:
- Corporation Type: The state uses one form for 8 different kinds of corporations: stock, nonstock, statutory, management, professional, insurance, benefit and cooperative. Most corporations are stock corporations. Other corporations are subject to different sections of the Pennsylvania Consolidated Statutes (and cooperatives and benefit corporations have extra sections of the Articles of Incorporation form to complete).
- Business Name: Include an indicator like “Corporation” or “Inc.”
- Registered Office and Office Provider: Name and address of whoever accept legal mail on your corporation’s behalf.
- Authorized Shares: List the total number of shares you are creating. Stock corporations must create at least one share.
- Incorporator: The person who completes and submits your articles.
- Effective Date: Whether you want your corporation to become active immediately (most common) or to become active within 90 days.
- Additional Provisions: If you have other provisions you’d like to include in your articles, such as a business purpose or rights and restrictions for shares, you can attach them to your filing.
- Docketing Statement: Along with your articles, your corporation must also submit a Docketing Statement. This form is included when filing online, but those filing with paper forms will need to download the Docketing Statement separately. The statement includes your corporation’s name, the name and mailing address of the person responsible for tax reports, a brief description of business activity, your tax or fiscal year end date, and federal tax ID.
How can I keep my personal information off the public record?
The names and addresses written on your Articles of Incorporation will go on the public record, where anyone can find them with a quick online search.
To protect your privacy, your best bet is to hire a commercial registered agent that will put their business address on forms instead of yours wherever possible.
How do I file the Pennsylvania Articles of Incorporation and Docketing Statement?
You can file your Articles of Incorporation and Docketing Statement online or by mail. The filing fee is $125.
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722
Start Your Pennsylvania Corporation Today!Get Started
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Do I need an EIN for my corporation?
Yes. The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Pennsylvania Corporate Bylaws (including free Pennsylvania Corporate Bylaws templates), see our Pennsylvania Corporate Bylaws resource.
Do I need bylaws for my Pennsylvania corporation?
Not necessarily. While the commonwealth does not require corporations to establish bylaws, it’s a good idea to write them for your corporation anyway. You put your ideas and effort—and your money—into building your business. Bylaws will make sure your corporation is organized and runs the way you’d like it to.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
- Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
- Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
- Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
- Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
- Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
- Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Pennsylvania bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, PA Consolidated Statute § 1766 states that Pennsylvania bylaws can require your corporation’s shareholder meetings be held in-person and that the shareholders must be present to pass any action, but your bylaws can also allow shareholders to pass action without a meeting, as long as the minimum number of votes required to pass the action are put into writing and signed. Whatever option you choose, the votes or written consents must be filed in record form with the minutes of their respective proceedings.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Pennsylvania corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Pennsylvania organizational meetings?
The Commonwealth of Pennsylvania has several requirements for organizational meetings. Per PA Consolidated Statute § 1310, an organizational meeting will be held by the corporation’s directors. If the directors have not been named in the articles of incorporation, the incorporators will hold the meeting. The meeting can be held inside or outside the Commonwealth, but the director or incorporator who calls for the meeting must give 5 days written notice of the time and place of where it’s being held. The bylaws adopted at the organizational meeting are deemed to be adopted by the shareholders, and if an incorporator must attend the meeting, they may act in person, by written consent, by proxy, or by their attorney-in-fact.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Pennsylvania corporation?
To open a corporate bank account in Pennsylvania, you’ll need to bring the following with you to the bank:
- A copy of the Pennsylvania corporation’s Articles of Incorporation
- The corporation’s bylaws
- The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Pennsylvania Reports & Taxes
In Pennsylvania, corporations file a decennial report every ten years. The Commonwealth also has a corporate net income tax.
What is the Pennsylvania Decennial Report?
The Pennsylvania Decennial Report is an unusual report. It’s the Commonwealth of Pennsylvania’s way of poking your corporation and asking, “Hey, you still around?” The report is only required if you don’t submit any other filing to the Pennsylvania Department of State in a ten year period. The report requires very little information—mostly just your corporation’s name and registered office.
How much is the Pennsylvania Decennial Report?
$70. This is the fee for filing a Decennial Report with the Commonwealth of Pennsylvania.
When is the Pennsylvania Decennial Report due?
The filing, if required, is due every 10 years in years ending with “1” (2021, 2031, etc.).
Ten years is a long time between filings, so this report can be easy to forget—which is why we send our clients automatic reminders for your Pennsylvania Decennial Report filings. Or better yet, let us file for you. With our business renewal service, we can complete and submit your decennial report for you for $100 plus the state fee.
What should I know about Pennsylvania corporate taxes?
The Pennsylvania corporate net income tax rate is a steep 9.99% one—one of the highest in the nation. The personal net income tax rate is a much more reasonable 3.07%.
Local taxes are pretty common as well. For example, Philadelphia has a Business Income and Receipts Tax (a tax on both gross receipts and income) that applies to all entities doing business in the city.
Pennsylvania’s sales tax rate is 6% across the board, except in Allegheny County (where it’s 7%) and Philly (where it’s 8%).
Do corporations have to register with the Pennsylvania Department Of Revenue?
No. Corporations, LLCs, and business trusts that have registered with the Pennsylvania Department of State are not required to register with the Department of Revenue for corporation taxes.