Company Name:
The name shall contain the word "corporation", “company”, "incorporated" or "limited" or an abbreviation of one of such words, "Inc.", "Corp.", “Co.” or "Ltd."
The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Incorporation.
The following words or phrases are either prohibited or restricted and may require consent from the associated department prior to filing with the Department of State: (but not limited to) "Bank," "Bond," "Endowment," "Insurance," "Survey," "Title" and "Trust" require approval by the appropriate state department or agency.
Company names in Pennsylvania can be reserved for 120 days.
Formation Document:
The formation document required to file a corporation in Pennsylvania is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, effective date of the corporation, purpose, shares, par value, common bond of members, incorporators name, address and signature, and registered agent name and address.
Note: Publication of either the intent to file or the actual filing of Articles of Incorporation must be made in two newspapers of general circulation, one a legal journal, if possible. Proofs of the advertising are not required to be sent to the bureau but should be filed with the minutes of the corporation . The advertisements must contain the name of the proposed corporation and a statement that the corporation is to be or has been organized under the provisions of the BCL of 1988.
Professional Corporations:
Pennsylvania law does allow for the formation of Professional Corporations (PC's).
Directors/Officers:
Corporations are managed by their Board of Directors. The minimum number of directors required in Pennsylvania is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.
Bylaws:
The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.
Annual Requirements:
All Pennsylvania corporations will be required to file a decennial statement every ten years with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The statement is due every 10 years in the years ending with the number “1”. The State will send notices to the registered agent address. Failure to file the annual report may result in the company becoming inactive.
Assumed Name DBA:
Corporations can register an Assumed Name (DBA) with the Department of State, Bureau of Corporations and Charitable Organizations. If a corporation desires to conduct activities under a name other than its true legal name, an Application for Registration of Fictitious Name complying with 54 Pa.C.S. Chapter 3 must be filed. Fictitious Names are required to advertise upon filing or the intent to file.
Dissolution:
Pennsylvania provides a procedure for voluntarily dissolving a domestic corporation by filing with the Department of State an Articles of Dissolution pursuant to 15 Pa.C.S. Section 1977. In addition to the form, tax clearance certificates from the Department of Revenue and the Bureau of Employment Security of the Department of Labor and Industry.
If the corporation has not commenced business an Articles of Dissolution pursuant to 15 Pa.C.S. Section 5971 should be filed with the Department of State. In addition to the form, two copies of a completed form DSCB:15-134B.
Taxation:
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.
Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Pennsylvania an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Pennsylvania Department of Revenue.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Pennsylvania Department of Revenue at http://www.revenue.state.pa.us.
Company Name:
The name shall contain, without abbreviation, the words "Limited Liability Company", “Limited Company”, "Company" or the abbreviation "L.L.C.", “Ltd.”, “Co.” or "LLC".
The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose than then stated in the Articles of Organization.
The following words or phrases are either prohibited or restricted and may require consent from the associated department prior to filing with the Department of State: (but not limited to) "Bank," "Bond," "Endowment," "Insurance," "Survey," "Title" and "Trust" require approval by the appropriate state department or agency.
Company names in Pennsylvania can be reserved for 120 days.
Formation Document
The formation document required to file an LLC in Pennsylvania is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, effective date of the business, managed by: members or managers, organizers name, address and signature, and registered agent name and address.
Professional LLC's
Pennsylvania law does allow for the formation of Professional LLC's (PLLC's).
Members/Managers
LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Pennsylvania is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.
Operating Agreement
The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.
Annual Requirements
All Pennsylvania LLC's will be required to file a decennial statement every ten years with the Department of State. The statement will request updated information on the address for service of process. The statement is due every 10 years in the years ending with the number “1”. The State will send notices to the registered agent address. Failure to file the annual report may result in the company becoming inactive.
The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.
Assumed Name DBA
LLC's can register an Assumed Name (DBA) with the Department of State, Bureau of Corporations and Charitable Organizations. If a limited liability company desires to conduct activities under a name other than its true legal name, an Application for Registration of Fictitious Name complying with 54 Pa.C.S. Chapter 3 must be filed. Fictitious Names are required to advertise upon filing or the intent to file.
Dissolution
Pennsylvania provides a procedure for voluntarily dissolving a limited liability company by filing with the Department of State a Certificate of Termination pursuant to 15 Pa.C.S., Section 8962. In addition to the form, two copies of a completed form DSCB:15-134B should be submitted.
Taxation
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Pennsylvania Department of Revenue at http://www.revenue.state.pa.us.
Company Name:
The name shall contain the word “Corporation”, "Company", "Incorporated", "Limited" or contain the abbreviation "Inc.", Corp.", "Co". or "Ltd.", unless the corporation is formed for charitable or religious purposes, or for purposes for which the approval of the commissioner of social services or the public health and health planning council is required, or is a bar association.
The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Certificate of Formation.
Company names in Pennsylvania can be reserved for 120 days.
Formation Document
The formation document required to file a Not-For-Profit corporation in Pennsylvania is called the Articles of Incorporation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, will it be a stock owning business, specific purpose, incorporators name, address and signature, and registered agent name and address.
Note: Publication of either the intent to file or the actual filing of Articles of Incorporation must be made in two newspapers of general circulation, one a legal journal, if possible. Proofs of publication of the advertising should not be submitted to the bureau, but should be filed with the minutes of the corporation.
Directors/Officers
Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Pennsylvania is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.
You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.
Bylaws
The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.
NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.
Annual Requirements
Pennsylvania Not-for-profit corporations will be required to file a statement every year there has been a change in corporate officers during the preceding calendar year by April 30th with the Department of State. The State will send notices to the registered agent address. Failure to file the annual report may result in the company becoming inactive.
Assumed Name DBA
NFP Corporations can register an Assumed Name (DBA) with the Department of State, Bureau of Corporations and Charitable Organizations. If a NFP desires to conduct activities under a name other than its true legal name, an Application for Registration of Fictitious Name complying with 54 Pa.C.S. Chapter 3 must be filed. Fictitious Names are required to advertise upon filing or the intent to file.
Dissolution
Pennsylvania provides a procedure for voluntarily dissolving a domestic NFP corporation by filing with the Department of State an Articles of Dissolution pursuant to 15 Pa.C.S. Section 5977. In addition to the form, tax clearance certificates from the Department of Revenue and the Bureau of Employment Security of the Department of Labor and Industry.
If the corporation has not commenced business an Articles of Dissolution pursuant to 15 Pa.C.S. Section 5971 should be filed with the Department of State. In addition to the form, two copies of a completed form DSCB:15-134B should be submitted.
Taxation
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.
In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Pennsylvania Department of Revenue at http://www.revenue.state.pa.us.
