Form an S-Corp in Pennsylvania
Everything you need to know about forming an S-Corp 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 business name that includes a required corporate designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Corp.,' 'Inc.,' or 'Co.' Verify availability using the Pennsylvania Department of State's business name search tool at dos.pa.gov.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Pennsylvania who is available during normal business hours to receive legal and official government documents on behalf of the corporation. The registered agent can be an individual or a commercial registered agent service.
1-2 hours
File Articles of Incorporation
Prepare and file Articles of Incorporation (DSCB:15-1306/2102) with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. The filing requires the corporate name, registered office address, and incorporator information, along with the $125 filing fee.
1-2 hours
File the Docketing Statement
Complete and submit the Docketing Statement (DSCB:15-134A) alongside your Articles of Incorporation. This form provides supplemental information including the corporation's principal office address, the names and addresses of officers and directors, and the nature of the business.
30 minutes
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Adopt Corporate Bylaws and Hold Organizational Meeting — Draft corporate bylaws governing internal management procedures, then hold an initial organizational meeting of the board of directors to adopt the bylaws, appoint officers, issue shares of stock, and address other foundational corporate matters. Bylaws are not filed with the state but are legally important.
- •Elect S-Corporation Status with the IRS — File IRS Form 2553 (Election by a Small Business Corporation) to elect federal S-Corporation tax treatment. This must be filed no later than two months and 15 days after the beginning of the tax year the election is to take effect, and all shareholders must consent to the election.
- •Obtain EIN, Licenses, and Open a Bank Account — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, register with the Pennsylvania Department of Revenue for state taxes, obtain any required local or professional business licenses, and open a dedicated corporate bank account to maintain liability protection.
Advantages
- ✓Pass-through taxation avoids federal double taxation — profits and losses flow directly to shareholders' personal tax returns, bypassing corporate-level federal income tax.
- ✓Shareholders who are employees can receive a reasonable salary and take additional distributions, potentially reducing overall self-employment tax liability compared to a sole proprietorship or partnership.
- ✓Provides limited liability protection, shielding shareholders' personal assets from business debts and legal judgments.
- ✓Pennsylvania does not require annual reports, reducing ongoing administrative burden and associated fees compared to many other states.
- ✓Enhanced credibility and perceived legitimacy with customers, vendors, and investors due to the formal corporate structure.
Considerations
- •Strict IRS eligibility requirements limit S-Corps to a maximum of 100 shareholders, only one class of stock, and shareholders must be U.S. citizens or resident aliens — restricting flexibility for growth and investment.
- •Pennsylvania does not fully conform to federal S-Corp tax treatment, meaning additional state-level tax filings and compliance are required, adding complexity and potential professional accounting costs.
- •More administrative formalities than an LLC, including maintaining corporate bylaws, holding board meetings, recording minutes, and issuing stock, all of which are necessary to preserve limited liability protection.
Annual Obligations
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