Step 1) Verify & Secure Brand Name
To secure and register your brand name it must be unique, and must not contain any restricted wording. To check if your name is available, conduct a business entity search through the state, and if you expect any potential trademark issues, conduct another quick search using the TESS System through the U.S. Patent Office.
Keep in mind your name must contain the word “Corporation”, “Incorporated”, “Company”, or “Limited”, or the abbreviation “Corp”, “Inc”, “Co” or “Ltd”. If needed, you can reserve the name through the PA Department of State.
Filing Fee: $70
Quick Note: Before you commit 100% to a name, you may also want to check that there’s a decent URL available for your business. Use WEEBLY to search your options. If there’s a quality domain name for purchase, we advise buying it right away. Even if launching a website isn’t on your radar right now, it’s going to be soon, and you might as well nail down a domain name that’ll make it easy for customers to find you!
Step 2) Appoint A Registered Agent
When incorporating in Pennsylvania, you are required to designate a registered agent to handle official documents on behalf of your business. They must be a resident of Pennsylvania or a business entity legally registered to operate in the state. They also must have a physical address (non-P.O. Box) where they can be reached during normal business hours (Monday through Friday, 9 am to 5 pm).
You can designate a registered agent by electing someone within your company, hiring an outside professional, or incorporating through a service like IncFile to get a full year of these services for free.
Step 3) File Articles Of Incorporation
To legally form your Pennsylvania corporation, file Articles of Incorporation with the PA Dept. of State. This document declares the basics of your brand for the public record, including:
- Your corporation's name, address and purpose
- The full name and address of registered agent
- The number of authorized shares
- The names and addresses of initial directors and incorporators
If you choose to tackle this step without professional assistance, make sure to read the instructions at the end of the form in great detail. You may submit online, in-person or by mail depending on your preference.
Filing Fee: $125
Step 4) Get A Corporate Records Book
Think of this as the hard-copy records book where all critical corporate documents are kept, like the Articles of Incorporation, bylaws, meeting minutes, stock certificates, etc. It’s the ultimate company binder!
While it’s not legally required, having one is highly recommended for all serious business entities. You can find one at a nearby office supply store or on Amazon, but we’re huge fans of corporate kits, which include gorgeous custom pieces like printed bylaws and a branded embossing seal.
Step 5) Hold Initial Meeting
Appoint at least one director who, among other things, will oversee the corporation until the first shareholder meeting (when new directors will be voted in).
But first, you need to hold an organizational meeting with your director(s), during which you’ll:
- Appoint officers
- Discuss/create corporate bylaws
- Approve the issuance of stock, sign certificate(s) and record stock issuance
- Agree on a corporate seal and adopt official stock certificate form
- Record/sign meeting minutes (and add to records book)
Note: To form an S-Corp, submit Form 2553 with the IRS (be sure all stockholders have signed it).
Step 6) Obtain an EIN
An EIN, or Employer Identification Number, is required by both state and federal governments for essentially the same reason individuals are required to have SSNs.
The nine-digit number will be used to track your corporation's financial activity and make it possible to open a business bank account and hire employees. Pretty much every major transaction your business engages in will require an EIN.
That said, you can get one easily and free of charge by applying online through the IRS Website. (Make sure to save the PDF document!)
Step 7) Open a Business Bank Account
When starting your Pennsylvania corporation, it’s very important to keep all personal and business assets/accounts completely separate. This requires opening a business bank account designated for your corporation’s finances and syncing it with accounting software.
That said, where you choose to bank is no small matter. Where will you start building the financial foundation of your brand? Who is offering the best overall services to corporate clients, relative to location and other conveniences?
Consider fee structures, perks, incentives, customer service, and any other features you care about when choosing a bank. You might want to start with a smaller bank for better deals, then switch to a larger bank when your volume demands it.
Quick note: Once you've decided on a bank, call ahead and find out what documentation you'll need in order to set up an account. Most banks will ask for your official EIN document and Articles of Incorporation, and some require additional documents such as your bylaws and business license(s).
Step 8) Handle Corporate Taxes, Licenses & Permits
To legally operate in Pennsylvania, you’re required to be 100% compliant with all relevant local/state/federal agencies. Ideally you should work with an attorney on this step, but at the very least you need to dedicate the time to knocking this out on your own.
That said, here are some resources to get you started:
Note that this guide to incorporating in Pennsylvania isn’t a legal document or legal advice. It’s for informational purposes and the information above is subject to change. For specific legal questions regarding how to form a Pennsylvania Corporation or business in general, please consult with an accredited professional. We recommend JGW INcounsel/John G. Webb, III, Esq.