For businesses looking to incorporate in the state of Pennsylvania, SunDoc Filings is here to help. Our business specializes in Pennsylvania incorporations and can help you file your paperwork effectively and efficiently. It is not required that you have an attorney to assist you with incorporation paperwork in Pennsylvania, but if you have questions, always speak with a legal professional.

It is quite straightforward to incorporate a business in the state of Pennsylvania, but you still may have questions. To start with, this article can help guide you and provide an outline of what to expect. Just remember that it is not to be construed as professional accounting, legal, or tax advice.

Overview

To create the corporation you file Articles of Incorporation with the Secretary of State. You'll need a company name that's available to use. You'll need to know which of several types of corporation you're choosing, your corporate address, and who's your Registered Agent. Also you'll need to state how many shares you're authorizing the corporation to issue, and perhaps the number of shareholders, depending on type of corporation chosen.

In addition to the overall filing, you will need an EIN or Federal Tax ID number for your new corporation. Also, you will need to know who any directors are and who your corporate officers will be. Finally, you have to hold an initial board of directors meeting. At this meeting, you will adopt bylaws, which will be kept in your own records (and do not need to be filed with the state). Remember that your appointed officers do not need to be listed in your articles of incorporation either.

Incorporating

You will have several different corporation types to choose from, including a General Stock Corporation, a Close Corporation and a Professional Corporation. A General Stock Corporation offers an unlimited potential for the number of shareholders you have. A Close Corporation sets a limit for the number of shareholders you have, which cannot exceed 35. Finally, some professionals need to create a Professional Corporation, which will be mandated by the state of Pennsylvania.

The forms supplied by Pennsylvania for download meet the minimum requirements of the Pennsylvania Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

All corporations need to have three officers, which are as follows: president, secretary, treasurer. You also need to have at least three directors, generally speaking. There are some exceptions, however: In the event that zero shares have been issued and/or in the event that there are less than three shareholders total. The number and limit of directors will generally be out outlined in your bylaws (unless these items are stipulated in the articles of incorporation).

It is possible to change your articles of incorporation, but this must be done by filing an official amendment with Pennsylvania State. Bylaws are generally easier to change because they can be amended in a formal meeting by a simple vote of your shareholders and directors. Remember that within your bylaws, you need to have the method of your corporate meetings and the times. Minutes must also be kept at all corporate meetings. Your bylaws should also outline things such as the powers of directors, and everything must be in accordance with the relevant provisions of law in Pennsylvania.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Pennsylvania Corporate Kit page.

Registered Agent

As a new corporation in the state of Pennsylvania, you will be required to have what is called a registered agent. This individual or company needs to be regularly available at a reliable address and during regular business hours. The reason for this is that the state may choose to contact you (the registered agent) for legal questions or other communications.

To make things easier and help you outsource your company routine, consider using the registered agent service provided by SunDoc. For additional information, check out our article: What is a Registered Agent? Why Do I Need One?

Name Search

Selecting your corporation name is an essential step as you move toward incorporation in Pennsylvania. It is important that you choose a name that is available according to Pennsylvania Secretary of State records. Additionally, there are other statutory requirements you must abide by. You cannot choose a name that resembles another company name so closely that it creates deception, and furthermore, you cannot mislead the public in some way with your name. Keep in mind that if the name you choose breaks one of these requirements or is already taken, your filing will be rejected.

You should truly put forth effort when it comes to selecting and developing your company name. This is both for your company's own best branding and to comply with state law in Pennsylvania. You can conduct your own search for available names, or SunDoc is able to perform name searches or reserve your corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

Forming a C Corporation or an S Corporation? We recommend reading our SunDoc article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

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