Why Start a PA Corporation?
The state offers a range of business incentives, credits and programs, helping businesses in Pennsylvania reach success. Your corporation may be able to take advantage of these incentives, provided it meets qualifying criteria.
For example, the Keystone Opportunity Zone (KOZ) is an economic development program designed to stimulate investment, economic growth and employment in the commonwealth for development and revitalization. Applicants located or partially located in specially designated, geographically defined KOZ zones may apply for state and local tax credits, exemptions and tax abatements.
For several entrepreneurs looking to start a larger business, a PA incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.
Is an LLC Better Than a Corporation?
It all depends on your goals. For smaller businesses, limited liability companies are usually a better option. An LLC is easier to set up and receives many of the same benefits as corporations, but with less regulation.
Learn more about forming a Pennsylvania LLC so you can decide which business entity is right for you.
Benefits of Forming a Pennsylvania C Corporation
- The strongest form of liability protection possible by insulating your personal assets and finances from business debts, obligations, damages, bankruptcy or other liabilities
- Several options to create, buy, sell or transfer stock, including publicly
- The ability to issue more than one type of stock
- The ability to raise more funds by issuing more stock
- The ability to sell stock to investors inside and outside the U.S.
Benefits of Forming a Pennsylvania S Corporation
It offers several advantages similar to those provided by a C Corp including, but not limited to:
- Options for creating, transferring and selling stock, though not as many as a C Corp
- The capacity for up to 100 shareholders
- Simpler rules than those that apply to C Corporations
- Easy transfer of ownership simply by selling your stock
- The possibility of saving money by allowing you to pay less self-employment tax
In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Department of State in Pennsylvania.
Start a Business in Pennsylvania Checklist
To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.
How to Form a PA Corporation Yourself in 6 Steps
Step 1 - Choose a Unique Business Name and Complete a State Business Search
Step 2 - Provide an Official Business Address for Your Corporation
Step 3 - Assign a Registered Agent
Step 4 - File Your Articles of Incorporation with the Pennsylvania Department of State
Step 5 - Get an Employer Identification Number (EIN) from the Internal Revenue Service
Step 6 - Write Your Bylaws
1
Choose a Unique Business Name and Complete a State Business Search
Every Pennsylvania business must use a unique name that hasn't already been claimed by another business in the state. If you’re having trouble thinking of a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the Pennsylvania Corporation Names page.
Once you’ve decided on a name, you’ll need to make sure it’s available in Pennsylvania. To see whether another company in the state is using your desired business name, use our tool to do a Pennsylvania entity search.
You can also carry out a name search on the Department of State's website.
2
Provide an Official Business Address for Your Corporation
All PA corporations must have a designated address. It could be your home address (if you’re running the company from your place of residence), a building where your office is located or any physical address of your choice. The address can be outside the state of Pennsylvania and can be a P.O. Box.
You may also be able to use a virtual mailbox for your business address. Incfile can provide you with a Pennsylvania virtual mailbox where we'll receive your mail, scan it and upload it for your online review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.
3
Assign a Registered Agent
A Registered Agent is someone who receives official correspondence and is responsible for filing reports with the Pennsylvania Department of State. Every Pennsylvania corporation is required to have a Registered Agent.
You can fill this position, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Pennsylvania is a person, they must have a physical street address in Pennsylvania and must be present during business hours to receive important correspondence on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Incorporation with the Department of State and formally create your corporation.
All of Incfile’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.
4
File Your Articles of Incorporation with the Pennsylvania Department of State
Once you've gathered all the information for your corporation, you’ll need to file your Articles of Incorporation with the Department of State. This will officially create your business.
Here’s what is typically included:
- Your corporation name
- Registered Agent's name and address
- The corporation’s capital structure (number of shares to be issued)
- The name and address of each incorporator
- Incorporator's signature
Your Articles of Incorporation can be filed online via the state's digital portal. You can also mail the form to the Office of the Department of State, or Incfile can file it on your behalf.
File by Mail
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722
In addition to filing your Articles of Incorporation with the Department of State, Pennsylvania also requires that you must advertise your intention to file or the corporation must advertise the filing of articles of incorporation. Proofs of publication of the advertising should not be submitted to the DOS, but should be filed with the minutes of the corporation. The DOS has provided a list of legal publications to help make this process easier.
You only need to file your Articles of Incorporation in Pennsylvania once, but one every ten years after, you'll also need to file a decennial report with the Department of State in PA. Incfile can remind you about this every ten years, or we can do it for you if you have us handle the paperwork.
What are the fees and requirements to incorporate in Pennsylvania?
| State Fee | State Filing Time | Expedited Filing Time |
| $131 | 4 Weeks | 4 Business Days |
| State Fee | $131 | |
| State Filing Time | 4 Weeks | |
| Expedited Filing Time | 4 Business Days |
Publication Requirement
Due Date
No due date
Publication Fee
Varies by newspaper:
* Pennsylvania will require your corporation to notify the public of its formation by publishing a notice of incorporation, or intent to incorporate in two newspapers general circulation (including a legal journal, if possible) in the county where your registered agent will be located. The publication must include the proposed name of the corporation and a statement that the corporation will be or has been incorporated under the provisions of the Business Corporation Law of 1988.
* The newspaper will send you an Affidavit of Publication as proof that the publication requirement has been met. You should keep it with your other important company documents in your compliance kit.
(We do not provide a service to assist with publication requirements at this time)
Annual Report
Frequency
Decennially in years ending with the number "1" (2021, 2031, etc.)
Due Date
Any time during the reporting year.
*The decennial filing is only required if no other filings (agent changes, amendments, etc.) have been submitted to the state during that 10 year period.
Filing Fee
$705
Get an Employer Identification Number (EIN) from the Internal Revenue Service
You'll need an EIN to identify your business to the IRS. You use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the PA corporation creation process.
6
Write Bylaws
A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.
Some states legally require companies to create bylaws, however, the state of Pennsylvania isn't one of them. Regardless, it's always a good idea to write and follow bylaws to protect your business from any future changes and events.
Types of PA Corporations
C Corporation
When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.
A Pennsylvania C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.
Learn more about C Corporations.
S Corporation
Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.
The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.
If you want your Pennsylvania C Corporation to be treated as a Pennsylvania S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.
Consult with your professional tax advisor or accountant to determine whether this is your best option.
Learn more about S Corporations.
Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.
Professional Corporation
Some states, including Pennsylvania, allow certain occupations to form Professional Corporations. Although the state of Pennsylvania does not list or make clear the licensed professions that are allowed to form Professional corporations, there are some which may be included, but not limited to:
- Attorneys and counselors-at-law
- Licensed physicians
- Engineers
- Architects
- Dentists
- Chiropractors
Check with the PA Department of State to confirm whether your business should and can be a Professional Corporation.
Close Corporation
Put simply, a Close Corporation is one that has a limited number of shareholders, and isn't publicly traded.
Usually, Close Corporations are exempt from corporate requirements, such as having a board of directors and holding annual meetings. Per the Pennsylvania Consolidated Statutes Title 15, Chapter 23, § 2332, a Pennsylvania Close Corporation can be managed according to a shareholders' agreement rather than by a board of directors.
A Close Corporation is often chosen by family-owned businesses to prevent non-family members from establishing or claiming any ownership of the company.
Foreign Corporation
If your business operates in another state and you want to expand into Pennsylvania — or vice versa — you’ll need to form a Foreign Corporation.
Learn more about Pennsylvania Foreign Corporation registration.
Nonprofit Corporation
Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.
A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.
Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.
Limited Liability Company
Depending on the kind of business you want to start, or your personal circumstances and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.
A Pennsylvania LLC is generally a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.
Regardless of which direction you choose to go, we can help you with your Pennsylvania business registration.
Learn more about limited liability companies.
Sole Proprietorship or Partnership
These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).
Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.
Compare business entity types to decide which one is best for you.
Helpful Resources from the State of Pennsylvania
More Information in This Guide
You’ll find plenty more insight and guidance on the other pages of this guide, including:
How to search the state business registry and find the right name. Includes information on naming rules, fictitious names, reserving names for PA corporations and more.
How to appoint, change and search for Registered Agents. Also includes the duties they fulfill and the rules they’re required to follow.
Details the various fees you’ll need to pay and the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, decennial reports and more.
Covers the various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as income, sales and franchise, and federal taxes such as income and self-employment.
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