How to File Articles of Incorporation in Pennsylvania

Once you’ve decided that a corporation is the right structure for your business, you need to file your Pennsylvania Articles of Incorporation with the Department of State.

Let’s learn about the Pennsylvania Articles of Incorporation (AOI), what information is required, the costs involved, and how ZenBusiness’s services can support your dreams of starting your own business.

How to File Pennsylvania Articles of Incorporation

The Pennsylvania Articles of Incorporation (AOI) document forms the framework on which your organization declares itself and registers with the state. Having an approved AOI in hand allows you to obtain what you need to conduct business, including your tax ID, licenses, and permits. There are separate forms for domestic (in-state) and foreign (out-of-state) companies, and also for non-profit corporations, but we’ll focus on for-profit corporations. Persons filling out the form must be of legal age and a U.S. resident.

Completing the Articles of Incorporation Form

You can file the Articles of Incorporation with the Department of State’s Bureau of Corporations and Charitable Organizations (BCCO) office:

• Online
• By fax
• By postal mail

Filing online is convenient: The Department of State provides downloadable forms with instructions on their web page.

I. Articles of Incorporation Forms

There are two different AOI forms for Domestic Corporations and Foreign Corporations. Forms should be typewritten if possible. If they’re handwritten, use blue or black ink. Legibility is key.

II. Fees

There are separate fees for registering a domestic corporation and a foreign entity. Check the Pennsylvania Department of State’s Bureau of Corporations and Charitable Organizations website for the most current fees.

Checks issued for payment of fee(s) must have a commercially preprinted name and address.

United States veterans and reservists can apply for exemption from filing fees by providing copies of:

• Federal DD-214
• Federal NGB-22
• A valid Federal Veterans’ Administration card
• A valid Department of Defense-issued military ID card

III. Domestic Articles of Incorporation

The domestic AOI form includes the following blocks:

• Return address: this is the name and address of the responsible party completing the form
• Check-off box for veteran- or reservist-owned small business exemption
• Type of business for the AOI, including stock, non-stock, close corporation, professional corporation, and others. (Check one.)

After this section you’ll see 10 boxes requesting corporate details (some are optional):

1. The name of the corporation. The name of the corporation must contain the word “Corporation,” “Company,” “Incorporated,” “Limited,” or an abbreviation of any of these words; it could also contain the word “Association,” “Fund,” or “Syndicate.” Each name must be unique in Pennsylvania; check the state’s search website to ensure yours isn’t already in use. ZenBusiness can help reserve your company’s name so no one takes it while you’re getting your paperwork in order.

2. Either the physical address of the registered office for the company, or the name and physical address of the corporation’s registered office provider. The corporation can appoint one or can work with a registered office provider. We can help you find a PA registered agent with our registered agent services.

3. Statement that your company is incorporated under the Business Corporation Law of 1988.

4. Check-boxes for whether the corporation is organized on a stock share or non-stock basis. If you choose stock share, enter the aggregate number of shares authorized by the U.S. Securities and Exchange Commission (SEC) on the next line.

5. Enter the names and addresses of up to three incorporators. Note the statement that the incorporators will sign the document at the bottom.

6. This asks for the date that the corporation will begin operations (future effective date). The format is month/day/year and hour (if applicable).

7. This box asks that any additional provisions of the articles be attached to the form on letter-size paper.

8. In a “statutory close corporation,” a public offering is prohibited per the Securities Act of 1933 15 U.S.C. statute 77a. A close corporation is limited to 100 or fewer members.

9. If your organization is going to be a Cooperative Corporation, this box asks for the common factor binding members and/or shareholders together.

10. This box is for benefit corporations, stating that the corporation will create a general benefit to the public. A second line asks what those benefits are. If this doesn’t apply to your corporation, please strike it out.

At the end of your AOI, you’ll find a signature box that allows for three incorporators to sign and date the document. All information in the Articles of Incorporation document will be available to the public.

In addition to this, you’ll have to file a Docketing Statement (DCSB:15-134A). A docketing statement includes:

• The entity name
• The person responsible for taxes
• A description of the business’s activities
• The corporation’s federal ID number
• The month and day of the corporation’s fiscal year-end

Statutes Pertaining to Domestic For-Profit Corporations

• 19 Pa. Code Ch. 23: General instructions
• 15 Pa. C.S.135(c): Physical street address requirement
• 15 Pa. C.S.2102-3311: Required provisions for various types of corporation
• 15 Pa. C.S. 1307: Related to the advertisement requirement

IV. Foreign For-Profit Corporations

The Foreign Registration Statement is similar to the AOI for domestic corporations.

Who should file a Foreign Registration Statement?

Foreign filing organizations are for-profit corporations that weren’t formed under Pennsylvania’s laws. The statement is in compliance with the provisions of Pa. C.S. 412 statute.

The Form

A top section asks for the name and address of the filer and a checkbox to indicate a U.S. military veteran or reservist owner.

1. Select the type of organization. (Required)
2. Provide the exact name of the corporation as it exists outside of Pennsylvania. Include the word “corporation,” “incorporated” or their abbreviations. (Required)
2A. Alternate name: This field is only required if the name in question 2 is unavailable. The alternate name must comply with the naming requirements in statute: 15Pa. C.S. 201-209. (Optional)
3. This question asks for the business’s jurisdiction of formation. This is the name of the state where the foreign entity was originially incorporated. (Required)
4. The mailing address, including the number and street of the association’s principal office. This may be in the original location or Pennsylvania. (Required)
4A. The street and mailing address of the office in the state in which the corporation is residing other than Pennsylvania. This is required only if that jurisdiction requires that the entity have a registered office.
5. The street address of the registered office as required by the Commonwealth of Pennsylvania, or the name of the commercial registered office provider. (a or b)
6. Check the statement that applies to your corporation: whether the association may have a series. This means that the corporation is organized so that it may have subsets with separate rights, obligations, and purposes. (Required)
7. The effective date of the foreign entity. This may be:
a) when it is filed in the Pennsylvania DOS or,
b) a different date. (Required)
8. This question is only relevant to limited liability companies.

The form is dated and signed by the filing person. A docketing statement must accompany it.

Pennsylvania has an advertising requirement that must be met when filing the Articles of Incorporation. You must publish the intent to file or the actual filing of the Articles of Incorporation. The ads must run in two newspapers of general circulation. If possible, one newspaper should be a legal journal. See the Pennsylvania Department of State’s Bureau of Corporations and Charitable Organizations website for specific requirements.

When your Articles of Incorporation is processed then approved, you’ll have to keep an eye on your corporation’s good standing within the state. Use our Worry Free Compliance service to put your mind at ease and focus on what’s important. We’ll send you reminders about important dates.

Conclusion

Navigating the process of filing Pennsylvania Articles of Incorporation doesn’t need to be stressful. You can utilize one of ZenBusiness’s business formation plans to help with this process. This takes the guesswork out of the incorporation process. It helps your business lay the groundwork to move to the next stage of operation.