How to Use this Guide
The first step is ensuring the brand name you want is unique, not misleading, doesn’t contain any restricted wording and isn’t too similar to any other name registered in Pennsylvania. To check, conduct a Business Entity Search through the Sec. of State, as well as a quick trademark search using the TESS System through the U.S. Patent Office.
Keep in mind your corporation’s name should contain the words ‘’Incorporated,” “Corporation,” ’‘Company,” or “‘Limited.” Abbreviations of these words are also acceptable. You might consider a Name Reservation that’s good for 120 days by filing Form DSCB:15-208 with the Pennsylvania Dept. of State.
Filing Fee: $70
The next step is appointing a Pennsylvania Registered Agent to receive and help to handle/process all official documents like state filings, tax forms, legal notices, etc. To be considered the agent must be a PA resident or a registered business entity with a physical street address in PA, not a P.O. Box, authorized by the Sec. of State.
Note: You can name yourself as agent for service of process.
You can also hire an outside professional service that charges as much as $160 a year, or get a qualified/certified agent for free by registering your corporation through a filing service like IncFile.
In order to legally conduct business through your corporation, you must file Articles of Incorporation with the Secretary of State of Pennsylvania. The essential information is:
The online Articles of Incorporation template on the Business Formation webpage maintained by the Secretary of State allows additional information to be included, such as limitation of liability for officers and directors, and corporate duration.
Filing Fee: $125
Publication of notice of filing the Articles of Incorporation is also required. For details, see these Articles of Incorporation Instructions.
Think of this as the hard copy record book where all critical corporate documents are kept like the Articles of Incorporation, Bylaws, meeting minutes, stock certificate ledger, stock certificates, stock certificate stubs, stock transfer documents, etc. It’s the ultimate company binder! They’re very common and while not necessary having one is highly-recommended for all serious business entities.
At least one director must be named in the Articles of Incorporation who, among other things, will oversee the corporation until the first shareholder meeting where new Directors will be voted in. Initial Director(s) hold a meeting (or sign a unanimous consent) to:
Note: To form an S-Corp, submit Form 2553 with the IRS and be sure all stockholders have signed it.
An EIN, or Employer Identification Number, is required if you want a smooth tax season, to be able to set up a business bank account, legally hire employees, and so forth.
Most business activity is tracked using this number so it’s not optional by any means. Thankfully you can easily get you EIN free of charge through the IRS Website. It’s quick and easy. Make sure to save the PDF document and/or number when the IRS website gives you that option because once you click “submit” you can’t go back and must wait 2-3 weeks for the paper copy!
There are two primary reasons to open unique business bank accounts. The first of which has everything to do with the perks different banks/credit unions offer (local, state, national) with tons of different fee structures, incentives, kickbacks, and other business services. There are a fair number so be sure and check around.
The second has to do with making your finances easier by syncing the single account with an accounting software and adding a huge layer of protection by being separated from any other business/personal accounts. Call ahead at your chosen bank. Most banks require the EIN document from the IRS and the Articles of Incorporation; some require additional documents such as a business license from the local city/county or the corporation’s Bylaws.
Obviously, getting situated with state and federal taxes isn’t optional. These days it can be much simpler, though, with help. How many licenses you’ll need and how many fees and things will be determined by a number of variables including your type of business, whether you work with the public, location, etc.
Step 8 is where it really helps to work with a professional or buckle down and do the research yourself. Licenses, permits and business taxes need to be taken care of. To get started, bookmark the Pittsburgh Small Business Administration office and the state’s SBDC page. Also, consider using a professional business license service that take care of the legwork for you.
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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.