Everything You Need to Know About Pennsylvania Corporations:
Pennsylvania Incorporation Options
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How to Incorporate in Pennsylvania
To start a corporation in Pennsylvania, you’ll need to do three things: appoint a registered office, 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 fax, by mail, or in-person. The articles cost $125 to file. Once filed with the state, this document formally creates your Pennsylvania corporation.
Per 15 PA Cons Stat § 1507 (2019), every Pennsylvania corporation must appoint a registered office. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit https://www.corporations.pa.gov/Search/CorpSearch and search until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Pennsylvania Articles of Incorporation. Follow along with our filing instructions below:
Filing the Pennsylvania Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Pennsylvania business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. And for the cheapest way to start a business? Pay just $37 out the door with our VIP monthly payment option.
1. Corporation Type
The state uses one form for 8 different kinds of corporations: stock, nonstock, statutory, management, professional, insurance, benefit and cooperative. Each type is subject to different sections of the Pennsylvania Consolidated Statutes. Note that cooperative and benefit corporations have additional sections to complete on the Articles of Incorporation form. Tip: Most corporations are stock corporations.
2. Business Name
Your name must include “Corporation,” “Incorporated,” “Limited,” “Company” or an abbreviation for one of these words. Tip: Most corporations go with “Corp” or “Inc.”
3. Registered Office and Office Provider
Your registered office is a Pennsylvania street address where someone will be able to accept legal notifications. The person or business who accepts notifications at that address is your Pennsylvania registered agent or office provider. If you have a commercial office provider that provides registered agent service (like Northwest), their info is already on file with the state and you just need to list their name and county. Tip: We recommend Northwest as your registered office provider.
4. Authorized Shares
Unless you’re creating a nonstock corporation, list the total number of shares you are creating. Stock corporations must create at least one share.
5. Pennsylvania Incorporator
Your incorporator signs your Articles of Incorporation. Incorporators have to list their names and addresses. You must have at least one incorporator, but it doesn’t have to be anyone in your corporation—just someone you authorize to submit your articles. Tip: We’ll be your incorporator when you hire Northwest to form your Pennsylvania corporation.
6. Effective Date
Want your business to start on a specific date (or even hour)? You can list a date and time up to 90 days in the future. If you don’t enter any information here, your corporation will begin upon filing. Tip: Most corporations skip this section.
7. 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 (for paper filings, use a standard size sheet of paper).
8. Docketing Statement
Along with your articles, your corporation must also submit a Docketing Statement. Online, this form is included, but if filing with a paper form, you’ll have to download the Docketing Statement separately. The statement is brief. You enter 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.
Why Have a Registered Agent Form Your PA Corporation?
Professionals in Pennsylvania hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our offices are in King of Prussia, PA. We’re on a first name basis with the people who work in the Bureau of Corporations and Charitable Organizations. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our King of Prussia registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Philly, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our incorporation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Pennsylvania. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Pennsylvania Corporation Is Formed?
After your Pennsylvania Articles of Incorporation are approved, you still have a few more important steps to take, including publishing a notice, getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Publish a Notice to Incorporate
After you incorporate in Pennsylvania, you must fulfill the state’s publishing requirement. Per 15 PA Cons Stat § 1307 (2019) you are required to publish a notice of intent to incorporate or a notice that you have incorporated in two separate newspapers, one of which must be a legal newspaper. The state provides a list of Pennsylvania legal publications.
Publishing fees for newspapers and journals vary widely, but your total will likely be over $100. For instance, the Lehigh Law Journal charges $100 to run a notice of incorporation and give you an affidavit. Note that you don’t have to send your affidavits to the state—you file them with the minutes of your corporation. Learn how to publish your notice with our Pennsylvania Corporation Public Notice guide.
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.
Why does my Pennsylvania corporation need an EIN?
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. Or choose our VIP service—an EIN is included.
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.
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, 15 PA Cons Stat § 1766 (2019) 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, just 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 15 PA Cons Stat § 1310 (2019) 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.
Pennsylvania Corporation FAQs
How can I submit the Pennsylvania Articles of Incorporation?
You can file Pennsylvania articles online, by fax, mail, or in-person (due to COVID-19, in-person filings are currently accepted through a dropbox on the side of the building). Mailed filings must be submitted typed or printed in black or blue ink to the following address:
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722
Documents delivered in person or by courier should be deposited at the following address:
Department of State
Bureau of Corporations and Charitable Organizations
401 North Street
Harrisburg, PA 17120
If you’d like to fax your submission, you’ll first need to establish a deposit account with the department. Once you’ve done that, you’ll fax your documents to one of the following numbers:
How much does it cost to start a Pennsylvania corporation?
$125. This the fee the Bureau of Corporations and Charitable Organizations charges for filing Articles of Incorporation.
Hire us for a one-time fee of $350, including the state filing fees, a year of registered agent service and more. Or, pay just $37 out the door with our VIP monthly payment option.
How long does it take to start a Pennsylvania corporation?
Anywhere from 10-20 days unexpedited. On average, it takes 10 days if you file online and about 15 days by mail. Expediting is available, but really expensive—same-day service (received before 10 a.m.) is $100. 3-hour service (received before 2 p.m.) is $300. And 1-hour service? If it’s received before 4 p.m., it’ll cost $1,000. Expediting is also only available if you drop off your filing in person. In Harrisburg. During business hours.
If you hire Northwest to start your corporation, we file online and typically have your Pennsylvania corporation formed within 20 days.
Does a Pennsylvania corporation need a business license?
The Commonwealth of Pennsylvania doesn’t have a general license for all businesses, but some local areas do. If you operate in Harrisburg, for example, you’re required to obtain a Business Privilege and Mercantile License ($50/year).
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Pennsylvania corporation?
A corporation formed outside of Pennsylvania—but which conducts business in the state—is considered a foreign Pennsylvania corporation. For example, if you incorporated in New York but decide to open a storefront in Pennsylvania, you would be a foreign Pennsylvania corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority with the Pennsylvania Department of State. Foreign corporations are required to file the Pennsylvania Decennial Report every ten years as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating an Pennsylvania nonprofit requires a different form. Pennsylvania nonprofits still pay the state’s corporate income, but they can qualify for an exemption from the commonwealth’s sales tax. They must file the Pennsylvania Decennial Report as well.
How can I get a Pennsylvania phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Pennsylvania Incorporation Service
Our PA incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $37 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Pennsylvania Articles of Incorporation to the Department of State, Bureau of Corporations and Charitable Organizations. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Pennsylvania Bureau of Corporations and Charitable Organizations has approved your filing, we notify you that your Pennsylvania corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.