Why form a Pennsylvania Corporation?
The big aspect of why people form corporations for their small business is that a corporations affords the individual with limited liability protection of their personal assets. A corporation is a legal entity and acts as a single person. Corporations are formed under state law. Therefore the individual share holders, owners, directors are not liable for the obligations and debts incurred by the corporation. Other factors also dictate why people would want to set up corporations such as tax benefits, raising capital and other business related matters.
Guidelines for forming your Pennsylvania Corporation
- The Articles of Incorporation along with the docketing statement must be filed with the Corporations Bureau.
- The application must be signed by all incorporators.
- The corporate name must be available for use.
- The registered agent address must be a physical address. A PO box alone is unacceptable.
- The incorporation provisions are governed by the BCL of 1988.
- Statement stating the duration of the company, if not perpetual.
- The number of shares which the corporation has to issue.
Department of State contact info:
The corporations bureau can be reached at the following:
Department of State
Corporations Bureau
PO Box 8722
Harrisburg, PA 17105
Corporation naming guidelines
Corporations must include of the following designators, Incorporated, Corporation, Limited, and Company, also accepted would be abbreviations of any of those names. Corporations cannot assume the name of an existing limited liability company, both foreign and domestic, or a limited liability partnership. The corporation must be distinguishable upon the record, the name of any other Pennsylvania corporation, foreign corporation, limited partnership or limited liability company or limited liability partnership. A corporate name may not include a blasphemous word or phrase. Any corporation organized under the business corporation law or nonprofit corporation law may not express or imply a purpose to engage in activities as a governmental agency.
Publication Requirement
Publication for either the intent to file or the filing of the Articles of Incorporation must be made in at least two newspapers of general circulation. It is suggested that one of the filings be a legal journal. Proof of publication is not required to be sent to the Corporations Bureau however, the proof should be filed with the minutes of the Corporation. The advertisement must contain the name of the corporation and contain a statement stating that the corporation is to be organized under the provisions of the BCL of 1988.
How do I set up a company as a subchapter S corporation?
Most states don't recognize the distinction between the S Corp and the C Corp. By default, corporations are set up as C Corporations. The S Corp distinction is a filing that is done with the IRS which changes the tax structure of the corporation to mimic that of a LLC. This allows for pass through taxation. This filing is form 2553 with the IRS.
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