How to File PA For-Profit Articles of Incorporation

You form a Pennsylvania business corporation by filing domestic for-profit articles of incorporation. Articles of incorporation include the information listed below. Please note that certain information is noted as optional.

1

Type of entity

Corporations come in several structures and you will need to declare your chosen structure on your articles of incorporation. Business corporations are typically stock corporations, meaning stockholders (shareholders) own the company. Corporations can also be non-stock corporations, meaning they do not issue stock and have members instead of shareholders. The members of non-stock corporations are entitled to vote in company matters, such as electing the board of directors. Pennsylvania also has several other classifications of corporations including statutory close, cooperative, management, professional, and insurance. Details on these others structures will be the topic of a future post.

2

Name

Corporate names must be distinguishable from all other registered entities in Pennsylvania. It is important that you conduct a thorough name availability check before filing your articles of incorporation. Business names must include a corporate designator such as corporation, incorporated, or a similar abbreviation. Certain words cannot be used in corporate names without first obtaining government approval such as words referring to professional licensing (e.g. accounting).

3

Registered office

You are required to specify your registered office on your Pennsylvania articles of incorporation. A registered office is where your company receives service of process (notice of a lawsuit) or other important legal documents. You may use any physical address in Pennsylvania that is not a PO Box. You can also use a commercial registered office provider (CROP), which is a company that serves on your behalf. If you have a home office, are regularly out of the office, or wish to have added privacy of keeping your address off the public record, then using a CROP may be in your interest.

4

Incorporators

Your corporation must have at least one incorporator but may have more. An incorporator is the individual responsible for executing the articles of incorporation. An incorporator may be any natural person of full age (18 years old) or a corporation. For any incorporator you list, you must include the incorporator’s name, address, and signature.

5

Shares

You should include a statement about whether the entity is incorporated on a stock share or non-stock basis. If incorporated on a stock share basis, you must list the aggregate number of shares authorized. You do not have to issue all shares authorized, that way you have the flexibility to add more shareholders at a later date. In the example of a corporation with two owners, you may authorize 1,000 shares and issue 250 shares to each owner. The articles of incorporation can be amended to increase the maximum number of shares. There is no maximum by law.

6

Shareholders

A shareholder is an individual who owns shares (stock) in the corporation. Owning stock gives the shareholder the right to vote in company matters such as electing the board of directors, determining the amounts and classifications of shares, and authorizing mergers. Pennsylvania corporations must have at least one shareholder, but listing those individuals on the articles of incorporation is not required. You may list the shareholders, the types of stock issued (such as common stock and preferred stock), and whether the board has the authority to change the types of shares.

7

Directors

Directors are the individuals elected by the shareholders to oversee the management of the corporation. The Board of Directors elects corporate officers to run the day-to-day operations and make certain decisions for the corporation. Your corporation must have at least one director but you are not required to list directors in the articles of incorporation.

8

Officers

Officers run the day-to-day operations of the corporation. You must have a president and a secretary. One person can hold both offices. You may also choose to have a treasurer and a vice president. Officers are not required to be listed in the articles of incorporation.

9

Effective date

By default the corporation will become effective on the date the Pennsylvania Department of State files your articles of incorporation. You may list a future date if desired.

10

Other required provisionsInformation in your articles of incorporation such as the directors and officers, the principal office, and the purpose of the corporation.

Pennsylvania articles of incorporation should also include a statement that the corporation is incorporated under the provisions of the Business Corporation Law of 1988. More provisions are required for statutory close, management, and cooperative corporations.

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Optional provisions

You may choose to include statements that provide more information about your company such as the corporate purpose(s), the names and addresses of the initial directors, or a par value for authorized shares.

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Special corporate structure

Consider if you want to elect to be a corporate subtype, such as a statutory close corporation.

Professional corporation

A corporation that is formed to provide a specific professional service that requires a license, such as medicine or law, must elect to be a professional corporation (P.C.) and elect professional corporation status.

B-corporation

Pennsylvania recently passed benefit corporation legislation. Benefit corporations (B-Corporations) are a new class of corporation that are required to create a material positive impact on society and the environment and to meet higher standards of accountability and transparency. Recognition as a B-corporation requires additional provisions in the articles of incorporation and recognition is often reinforced by third-party certification, such as by B Lab.