How To Form A Company In Pennsylvania

With our 5-step method, forming a company in Pennsylvania is simple. A company may be formed by submitting formation paperwork with your state and forming a board of directors.

We’ll teach you how to form your own company in Pennsylvania.

It is simple to incorporate in Pennsylvania.

In Pennsylvania, you may form a company by submitting the Certificate of Incorporation, drafting corporate bylaws, and naming your first director (s).

To get started, follow the steps in our How to Start a Corporation in Pennsylvania tutorial below:

Step 1: Give Your Company a Name

Step 2: Select a Registered Agent.

Step 3 Hold an Organizational Meeting

Step 4: Submit your Articles of Incorporation.

Step 5: Obtain an EIN

Step 1: Give Your Pennsylvania Corporation a Name

The first step in forming a company is to choose a business name. You must choose a distinct name that conforms with Pennsylvania company naming regulations.

1. Pennsylvania naming conventions:

Your name must include the words “corporation,” “company,” “incorporated,” “limited,” or an abbreviation of one of these phrases, as well as the words “association,” “fund,” or “syndicate,” or words or abbreviations that have the same meaning in another jurisdiction.

Your name cannot include the phrase “limited liability corporation” or an abbreviation of it.

Your name must be distinct from any other current company in the state. This lists reserved names in Pennsylvania.

Certain limited phrases may need clearance from the Bureau of Professional and Occupational Affairs, the Department of Education, the Department of Banking and Securities, the Insurance Department, or the Public Utility Commission.

2. Is my business name accessible in Pennsylvania?

Your Pennsylvania company name must be distinct and distinct from other Pennsylvania business names. To see whether your selected company name is available, use the Pennsylvania Department of State’s Business Entity Search.

3. Is the URL accessible?

Before forming your Pennsylvania company, check to see whether an appropriate URL for your preferred business name is accessible. Even if you don’t intend to create a company website right immediately, we recommend purchasing a web domain right away to avoid other companies from obtaining it.

Step 2: Select a Registered Agent in Pennsylvania.

When you incorporate your company with the Department of State, you must select a Pennsylvania registered office or commercial registered office provider (CROP), commonly known as a registered agent.

What exactly is a Registered Agent? A registered agent is a person or organisation chosen by an LLC or corporation to accept service of process, government communications, and compliance paperwork on behalf of a company.

Who Is Eligible to Be a Registered Agent? An person, a corporate organisation, or a professional registered agent service may serve as your registered agent. Any company or individual may act as your Pennsylvania CROP as long as the individual:

is at least 18 years old

has a physical address in the state where business is done

is accessible during regular business hours (in person).

Step 3 Hold an Organizational Meeting

Before filing the Articles of Incorporation formally in Step 4, you must conduct an organisational meeting to perform the following tasks:

Complete and sign the Articles of Incorporation.

Establish and approve bylaws

Choose your first director (s)

Determine your ownership structure.

Fill out an Incorporator’s Statement.

Establish and Approve Corporate Bylaws

Bylaws are the rules that regulate and control how your organisation is governed and operated. Consider the bylaws to be your corporation’s constitution. It clarifies the norms and priorities for all parties involved.

The bylaws of a company will augment any regulations established by the federal government or the state.

Include the following in your bylaws:

The governance of the company, including the roles of directors and officials

Meeting processes, voting procedures, and the election of executives or directors

How will records be preserved and managed?

How will disagreements be resolved?

How will bylaws be added/modified in the future?

The annual shareholder meeting date

Contract Negotiation Techniques

Fiduciary responsibilities to the company (i.e. acting in the best interests of the corporation)

What is a quorum for voting purposes?

What exactly is a quorum? A quorum is the minimal number of members who must be present at a meeting in order for the meeting’s actions, including any votes, to be legitimate.

Appoint the First Directors

At least one director must be appointed to monitor your Pennsylvania company until the first shareholder meeting.

A corporate director is in charge of operational bylaw adoption, modification, and repeal, as well as the election, monitoring, and removal of officers.

Following the incorporation of the company, the incorporator(s) — or initial director(s), if listed on the formation papers — shall convene an organisational meeting. During this inaugural meeting, either the incorporator(s) or the initial director(s) will elect the board of directors.

Selecting a Share Structure and Strategy

A share of stock is a corporation’s unit of ownership. Each share of stock reflects a proportion of the company’s ownership. If a business issues one share of stock, the shareholder (stock owner) owns 100% of the corporation.

Shares may be divided into classes. Each class, known as a share class, has unique rights and advantages. There may be several classes, and each class can have an unlimited number of shares.

The Pennsylvania Department of State’s Articles of Incorporation form may only be used to incorporate a company with one share class. If the company requires a multiple share class structure, you must either add a provision or write your own Articles of Incorporation.

NOTE: We suggest that you begin with a large number of authorised shares. Many lawyers advocate for a million dollars. Starting with a large number allows you to issue shares as required without incurring legal expenses to enhance your original permitted share size.

Make and implement an Incorporator’s Statement

The incorporator(s) shall sign and preserve an Incorporator’s Statement with the full names and addresses of all initial directors in the corporate records book.

The first director(s) named in this agreement will serve until the board of directors is chosen at the first shareholder meeting. It should be kept with the rest of your company’s records.

Step 4: Submit the Articles of Incorporation to the State of Pennsylvania.

To form a company in Pennsylvania, you must submit the Pennsylvania Articles of Incorporation. The Articles of Incorporation are the legal documents that establish your Pennsylvania company. You may submit it with the Pennsylvania Department of State either by mail or online. The price for filing is $125.

This paper will address the fundamentals of your company, such as:

Company name

The incorporation date of the organisation

The intended registered office of the company -OR- its commercial registered office provider and the county of venue

The number of authorised shares that a company may issue.

Name(s) and address of incorporator(s) (es)

A Docketing Statement must also be included with your Articles of Incorporation. This form contains:

The name of the entity

Business activity description

Name and address of the person in charge of initial tax reporting

Employer Identification Number (EIN)/Tax Identification Number (Tax ID) (FEIN)

End of fiscal year

The Pennsylvania Department of State’s Articles of Incorporation form may only be used to incorporate a company with one share class. If the company requires a multiple share class structure, you must either add a provision or write your own Articles of Incorporation.

 Step 5 Get an EIN for Your Pennsylvania Corporation

What exactly is an EIN? The federal government uses an Employer Identification Number (EIN) or Federal Tax Identification Number (FTIN) to identify a company organisation. It is effectively the company’s social security number.

Why do I need an EIN? An EIN is necessary for the following activities:

To establish a commercial bank account for the firm

In terms of federal and state taxation

To recruit workers for the firm

How can I get an EIN? After founding the firm, the business owner obtains an EIN from the IRS (free of charge). This may be done online or in the mail.