The state of Pennsylvania requires companies incorporated within the Commonwealth to file articles of incorporation before commencing business operations. This requirement applies to both domestic and foreign businesses operating in Pennsylvania. In addition, filing articles of incorporation is required whenever a corporation changes its name.
Article of Incorporation Requirements
To begin incorporating, you must complete the following steps:
1. File an application form with the Secretary of the Commonwealth. You can download the Application Form here.
2. Pay the $100 fee.
3. Submit the completed application form along with the payment to the Secretary of the Commonwealth office located at 200 North Street, Harrisburg, PA 17120.
4. Wait for approval.
Table of Contents
How to File Articles of Incorporation for a New Business Entity.
Pennsylvania corporations must file certain documents when they start up. These include articles of incorporation, articles of organization, and annual reports. Different types of incorporations depend on whether you want to form a general partnership, limited liability company, or corporation. You’ll need to follow the steps outlined here if you choose to incorporate them.
For Domestic Close Corporations:
A close domestic corporation (DCC), sometimes referred to as a domestic limited liability company (LLC), is a business entity used primarily in the United States. A DCC operates like a regular corporation, except it does not pay federal income tax. Instead, profits are passed along to shareholders, usually via dividends.
The Internal Revenue Service requires certain entities to register with the IRS, including foreign corporations, partnerships, LLCs, estates, trusts, S corporations and sole proprietorships. In addition, some states require registration as well. To determine whether your business needs to register, check with your state department of revenue, secretary of state, or local city hall.
If you are incorporated in Delaware, you do not need to file a docketing notice because incorporation automatically makes you subject to the corporate franchise tax. However, if you choose to incorporate outside of Delaware, you must file a docket entry form with the Secretary of State. This is done to ensure that the Secretary of State knows about the existence of your corporation.
You must file a docket with the Secretary of State within 30 days of incorporation. If you fail to do so, the corporation will dissolve. The filing fee is $125.
Once registered, a DCC can take advantage of certain benefits, such as employee stock ownership plans, simplified bookkeeping, and lower taxes. However, these benefits come at a cost; the cost of being a DCC includes annual fees and ongoing maintenance costs.
Pennsylvania Articles of Incorporation: Filing Steps
Incorporating a corporation in Pennsylvania requires filing an Article of Incorporation with the Secretary of the Commonwealth. This document sets forth the name of the corporation, the type of entity it wishes to operate under, the address where it is incorporated, and the date of incorporation. Once filed, the secretary issues a certificate of incorporation to the newly formed corporation.
The process of incorporating a corporation in Pennsylvania is relatively easy. A person wishing to form a corporation must complete a few forms and pay a nominal fee.
There are three basic types of corporations available to form in Pennsylvania:
1. Sole proprietorship – a sole proprietorship is owned by one individual.
2. Partnership – two or more individuals own a partnership.
3. Corporation – a corporation is owned by shareholders who elect directors to manage the affairs of the corporation.
Each of these entities has advantages and disadvantages. For example, a sole proprietorship provides limited liability protection to owners. However, there are no formalities involved in operating a sole proprietorship.
If you want to incorporate a business in Pennsylvania, there are several steps you must take. This guide provides information about filing articles of incorporation, including what documents you’ll need, how much it costs, and where to find help.
The Bureau of Corporates and Charity Organizations (BCO) recently launched filling-the-blank articles of incorporation online. This makes it easier for entrepreneurs to incorporate a business without having to wait for a lawyer to complete the paperwork. “We know that starting a business is stressful,” says BCO CEO David M. Karpf. “So we wanted to make it easy.”
Incorporating a business requires filling out forms and sending documents to government agencies. However, some simple steps can help streamline the process.
Make Sure You Provide Your Correct Registered Office Address
You must include your registered office address in the form. If you’re incorporating a limited liability company, LLC, or corporation, you’ll need to provide the address where you conduct business.
State the Type of Entity You Are CreatingDomestic Close Corporations:
If you are incorporated under Delaware, New York, Nevada, or Texas laws, you can deduct up to $250 per month toward your federal income tax liability. This deduction is called the agency fee.
You must pay the fee directly to your state corporation office. If you do not, you could face penalties.
Your agency fee is based on the number of shareholders in your corporation. Each shareholder pays $125 per year.
The agency fee applies to both dividends and capital gains distributions.
If you are incorporated in another state, check with your state corporation office about whether it allows you to deduct the agency fee.
Frequently Asked Questions
Can I be my registered agent in PA?
Yes! You can be your own registered agent in Pennsylvania. If you want to do business in the state of Pennsylvania, then you need to register yourself as a foreign corporation (F-Corp) or domestic corporation (C-Corp). An F-Corp is a company incorporated under the laws of the State of Pennsylvania where nonresidents of Pennsylvania own the majority of its shares. A C-Corp is a company whose shareholders are residents of Pennsylvania. To incorporate as an F-Corp or C-Corp, you first have to file Articles of Incorporation with the Secretary of the Commonwealth of Pennsylvania. Once filed, the articles become public records.
What is The Cost of LLC in Pennsylvania
The cost of forming an LLC in Pennsylvania is $400.00. There are no additional fees if you have less than 100 members. If you have over 100 members, then there is a fee of $100.00 per member.
James Rourke is a business and legal writer. He has written extensively on subjects such as contract law, company law, and intellectual property. His work has been featured in publications such as The Times, The Guardian, and Forbes. When he’s not writing, James enjoys spending time with his family and playing golf.