Form a Corporation in Pennsylvania
Everything you need to know about forming a Corporation in Pennsylvania. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name for your corporation that includes a required designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Limited,' or an abbreviation thereof. Search the Pennsylvania Department of State's business name database to confirm availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent who has a physical street address in Pennsylvania and is available during normal business hours to receive legal and official documents on behalf of the corporation. The registered agent can be an individual Pennsylvania resident or a qualified business entity authorized to do business in the state.
15-30 minutes
File Articles of Incorporation
Prepare and file the Articles of Incorporation (DSCB:15-1306/2102) with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. The document must include the corporate name, registered office address, the number of authorized shares, and incorporator information, along with the $125 filing fee.
1-2 hours
Appoint Directors and Hold Organizational Meeting
After incorporation, the initial directors named in the Articles (or appointed by the incorporators) must hold an organizational meeting to adopt bylaws, elect officers, authorize the issuance of stock, and address other initial corporate matters. Document this meeting with formal minutes.
1-2 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Draft and Adopt Corporate Bylaws — Create corporate bylaws that govern the internal operations of the corporation, including procedures for shareholder and director meetings, voting rights, officer roles, and other governance matters. While not filed with the state, bylaws are a legal requirement under Pennsylvania law and should be kept at the principal office.
- •Obtain an EIN and Open a Business Bank Account — Apply for a Federal Employer Identification Number (EIN) from the IRS, which is required for tax filings, hiring employees, and opening a business bank account. Use the EIN to establish a dedicated corporate bank account to maintain separation between personal and business finances.
- •Register for Pennsylvania State Taxes and Licenses — Register with the Pennsylvania Department of Revenue for applicable state taxes, including Corporate Net Income Tax and Capital Stock/Foreign Franchise Tax, through the myPATH online portal. Obtain any required local, state, or federal business licenses or permits relevant to your industry and municipality.
Advantages
- ✓Strong liability protection separating personal assets from corporate debts and obligations for shareholders, directors, and officers.
- ✓Pennsylvania corporations can elect S-Corp status with the IRS, potentially reducing self-employment taxes for owner-employees.
- ✓Corporations can raise capital more easily by issuing multiple classes of stock and are well-suited for attracting investors and venture capital.
- ✓Pennsylvania does not require annual reports, reducing ongoing administrative filing burdens compared to many other states.
- ✓Perpetual existence — the corporation continues to exist regardless of changes in ownership or the death of shareholders.
Considerations
- •Potential for double taxation as a C-Corporation, where profits are taxed at the corporate level and again as shareholder dividends at the individual level.
- •More complex and costly to form and maintain than an LLC or sole proprietorship, requiring bylaws, meeting minutes, stock records, and formal governance procedures.
- •Pennsylvania's Corporate Net Income Tax rate of 8.99% (2024) is among the higher state corporate tax rates, though it is scheduled to decrease annually through 2031.
Annual Obligations
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