Pennsylvania Articles of Incorporation

What Are Pennsylvania Articles of Incorporation?

Pennsylvania articles of incorporation are the document you file with the Pennsylvania Department of State to form a corporation in Pennsylvania. They must list the corporation's name, registered office, incorporation statute, share structure, and each incorporator, signed by every incorporator. (15 Pa.C.S. § 1306)

These public records outline the basic facts about your corporation, which often include:

• Corporate name
• Principal office address
• Registered agent information
• Initial directors, where the state requires them
• Stock information

When to Use Pennsylvania Articles of Incorporation

Pennsylvania articles of incorporation are essential to establishing a corporation at the state level. Use them to do the following:

• Form a new corporation: This document officially creates your company as a distinct legal entity
• Register with the state: Filing is required to register your corporation with the Pennsylvania Department of State
• Define company structure: Your articles outline the basic structure of your corporation
• Protect personal assets: A properly maintained corporation can help shield personal assets from business liabilities
• Plan your tax approach: Forming a corporation is the first step toward choosing C corporation or S corporation tax treatment
• Comply with state law: Pennsylvania sets specific requirements for forming a corporation, and your articles help you meet them
• Prepare for future growth: Well-drafted formation documents give your business room to expand

Pennsylvania Articles of Incorporation Requirements

Pennsylvania sets its own rules for what your articles must include, who can sign them, and what else you must file. These are the Pennsylvania rules to know before you file.

What Must Pennsylvania Articles of Incorporation Include?

Pennsylvania requires your articles to include the following:

• The name of the corporation
• The address of the initial registered office in Pennsylvania, or the name of a commercial registered office provider
• A statement that the corporation is incorporated under the Business Corporation Law of 1988
• The total number of authorized shares and the rights of any classes, if the corporation is organized on a stock basis
• The name of each incorporator
• The term of existence, if not perpetual, and any delayed effective date

Pennsylvania does not require you to name initial directors in your articles, but you may include them.

Who Can Sign and File Pennsylvania Articles of Incorporation?

One or more corporations or adults may incorporate a Pennsylvania business corporation. Each incorporator must sign the articles. You file your articles with the Pennsylvania Department of State.

Does a Pennsylvania Corporation Need a Registered Agent?

Pennsylvania requires your articles to give a registered office address in the state, or the name of a commercial registered office provider instead.

What Else Is Required to File Pennsylvania Articles of Incorporation?

Pennsylvania has this additional requirement when you file:

• The incorporators or the corporation must officially publish a notice of the filing, either before or after the articles are filed.

These requirements reflect Pennsylvania's corporation statutes, and some filings may call for more information.