Pennsylvania Articles of Incorporation

Pennsylvania articles of incorporation are filed to create a corporation.

Preparing and filing your articles of incorporation is the first step in starting your business corporation. Approval of this document secures your corporate name and creates the legal entity of the corporation. Only after this approval can the corporation apply for tax IDs, obtain business licenses, sign contracts, and otherwise conduct business.

Benefits

Incorporating provides many important benefits:

• Limits the liability of directors, officers, and shareholders
• Fulfills statutory requirements to register your business name
• Provides governance and adds credibility

Fast Facts

For Domestic Corporations:

Agency:	Pennsylvania Department of State - Bureau of Corporations and Charitable Organizations
Form:	Articles of Incorporation
Filing Method:	Mail or online.
Agency Fee:	$125
Turnaround:	~5-10 business days.
Law:	19 Pa. Code c23
Notes:	You need to file a PA docketing statement with your articles. You may also need to attach to your articles any necessary copies of Form DSCB:17.2.3 (Consent to Appropriation of Name) or government approvals. The $125 articles of incorporation fee is waived for veterans. Filers requesting a veteran/reservist-owned small business fee exemption should attach proof of the veteran’s or reservist’s status to the Articles of Incorporation form when submitted.

For Domestic Close Corporations:

Agency:	Pennsylvania Department of State - Bureau of Corporations and Charitable Organizations
Form:	Articles of Incorporation
Filing Method:	Mail or online.
Agency Fee:	$125
Turnaround:	~5-10 business days.
Notes:	You need to file a PA docketing statement with your articles. You may also need to attach to your articles any necessary copies of Form DSCB:17.2.3 (Consent to Appropriation of Name) or government approvals.

Other Helpful Pennsylvania Facts

As you are preparing to incorporate, keep in mind the following requirements specific to Pennsylvania.

Pennsylvania Directors

• Number: One or more required.
• Qualifications: Natural persons of full age.
• Quorum: Majority of directors, unless bylaws fix a different number.

Pennsylvania Officers

• President, secretary, and treasurer required.

Pennsylvania Bylaws

• Required: No.

Pennsylvania Annual Shareholder Meeting

• Required: Yes.
• Action by written consent: Allowed if by all shareholders entitled to vote on the action. Bylaws may provide if enough shareholders consent to equal the number required to take action by vote.

Pennsylvania Shareholders

• Qualifications: N/A
• Stock Certificate: Not required.
• Voting Trusts Allowed: Yes.