In order to set up a corporation in Pennsylvania you need to meet the requirements established by the Pennsylvania Department of State. These requirements include checking for the availability of the business name for the corporation, appointing directors, filing the articles of incorporation, filing a docketing statement, and publishing your intent to file the articles of incorporation.
To check for availability of the business name for your corporation, you can use the Search for a Business Entity on the Pennsylvania Department of State website. The name you choose is registered by reserving the name or incorporating and filing the name. According to the Pennsylvania Department of State, you can reserve a name by filing a written or fax request and paying a fee of $70.
The name of the corporation must include the designation “incorporated”, “corporation”, “limited”, “company” or an abbreviation. The Pennsylvania Department of State advises that you should not make signs, print business cards, set up bank accounts or enter into contracts in the corporation’s name until you get written confirmation of the name reservation or your filing is accepted.
According to the Citizen Media Law Project, a corporation in Pennsylvania must have at least one director. The director does not have to be a resident of Pennsylvania or a shareholder in the corporation unless required by the articles of incorporation or the corporation’s bylaws.
To register your articles of incorporation, you can use the form provided by the Pennsylvania Department of State. The information required includes the name of the corporation, the address of the corporation’s registered office, the number of shares authorized, the name and address of each incorporator, the effective date, and any additional provisions of the articles, which you can attach to the form. The fee for filing the articles of incorporation is $125.
The articles of incorporation must be accompanied by a docketing statement. This statement includes the type and name of the entity, the name and address of the person responsible for the initial tax reports, a description of the corporation’s business activity, the effective date, the employer identification number, and the fiscal year end. For a foreign corporation transacting business in Pennsylvania under a fictitious name, this name must be indicated.
Your intent to file articles of incorporation or the actual filing of the articles in Pennsylvania must be published in at least two newspapers of general circulation. One of the papers should be a legal journal, if possible. You can find a listing of these legal journals on the Pennsylvania Department of State website.
The advertisement should include the name of the corporation and a statement that the corporation is organized under the provisions of the Business Corporation Law of 1988. You do not have to send proof of the advertisement to the Corporation Bureau of Pennsylvania, but you should file it with the corporate minutes.
Sources:
Business Corporation Law, Commonwealth of Pennsylvania
Fees and Payment, Pennsylvania Department of State
Filing Guidelines, Pennsylvania Department of State
Forming a Corporation in Pennsylvania, Citizen Media Law Project
Forms, Pennsylvania Department of State
Geographical Listing of Legal Publications, Pennsylvania Department of State
Name Availabilities, Pennsylvania Department of State
Pennsylvania Business Corporations, Pennsylvania Department of State
Search for a Business Entity, Pennsylvania Department of State
