As in other states, Pennsylvania corporationsare organized to make a profit, and forming one in the Keystone State is similar to forming a corporation in most other states. A corporation—the most complex form of business organization—is a legal entity which acts as if it were a single person, created by statute with all the rights, privileges, and responsibilities of a "natural" person. It has the usual advantages of limited liability for its owners, reduced tax rates, continuity of life, and transferability of interest.
The Pennsylvania Corporation Bureau—part of the Department of State for the Commonwealth of Pennsylvania—oversees the formation and governance of domestic business entities for the state.
And to avoid confusion, it's important for you to know that, while Pennsylvania is generally referred to as one of the 50 "states" that make up the United States of America, it is officially a "commonwealth." This will, however, only make a difference to you administratively, if that.
Choosing a Corporate Name
The name you choose for your corporation must not be the same as or deceptively similar to the name of any other registered Pennsylvania business entity or any reserved names on record, and it may not contain language stating or implying that it is organized for a purpose other than that permitted by state law or that stated in its articles of incorporation. It must also contain one of the following words or an abbreviation thereof: "incorporated," "corporation," "limited," "company," "association," "fund," or "syndicate."
Your corporation's name may not include a blasphemous word or phrase, nor express or imply that it is or will act as a government agency.
If your corporate name is not considered to be distinguishable from one already on file with the state or in use, it's not enough to merely change some punctuation, a definite or indefinite article
Corporate names can be reserved with the state for 120 days for $70.
Articles of Incorporation
Pennsylvania requires that a new corporation's
• There must be at least one incorporator, who can be either a natural person of legal age or a corporation; the incorporator signs and files the articles of incorporation with the Secretary of State.
• Names and addresses of the initial directors.
Registered Agent and Office
Every Pennsylvania corporation must have a registered agent in Pennsylvania—a person or office designated to receive official state correspondence, whether administrative or legal. The agent must have the same business office address as the registered office and be either an individual residing in the state or a business entity with authority to transact business in the state. The registered office is not allowed to be just a mailbox or a telephone answering service, but it does not have to be an actual place of business for the corporation.
A corporation must maintain its bylaws at its main executive office, but is not required to file them with the state. The incorporators or board of directors should adopt the corporation's bylaws at its initial meeting—making sure that they do not conflict with the articles of incorporation—and keep them updated as time goes on. Bylaws describe the corporation's basic operating principles from both the managerial and legal perspectives, and should include as a minimum:
• How, when, and where shareholders and directors meetings are held