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LeapLaw's 50 State Blawg  > Pennsylvania
Sponsored by:
Continental Corporate Services, Inc.
Continental Corporate Services, Inc.
189 Franklin Avenue
Suite 1
Nutley, NJ 07110
www.ccslegal.com
Phone: (973) 542-0300
Toll Free: (800) 300-5067
Fax: (973) 542-0313



International Business Company Formation, Inc.
International Business Company Formation, Inc.
101 Main Street
Suite One
Tappan, NY 10983
www.ibcf.com
Phone: (845) 398-0900
Toll Free: (888) 664-6263
Fax: (845) 398-0808



NewCo Corporate Services, Inc.
NewCo Corporate Services, Inc.
875 Avenue of the Americas
Suite 501
New York, NY 10001
Phone: (212) 356-8340
Toll Free: (888) 336-3926
Fax: (212) 356-8379



NRAI Service Center, LLC
NRAI Service Center, LLC
160 Greentree Drive
Suite 101
Dover, DE 19904
www.nraiservices.com
Phone: (302) 674-4089
Toll Free:
Fax: (302) 674-5266



Superior Information Service, L.L.C
Superior Information Service, L.L.C
300 Phillips Boulevard
Suite 500
Trenton, NJ 08618
www.superiorinfo.com
Phone: (609) 883-7000
Toll Free: (800) 848-0489
Fax: (609) 883-7891




Search posts for:

Basics Box: Pennsylvania
Dept. of State; Corporations Division
Status Search
Forms
  • Fax File:
  • UCC: Yes (with prepaid account)
    Corporate: Yes (with prepaid account)
  • E File:
  • UCC: No
    Corporate: No
  • Expedited Services:
  • UCC: No
    Corporate: Yes ($70 fee - same day)
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • Yes ($70)
    Advantages of Choosing NRAI as Your Registered Agent (Pennsylvania)
    Apostilles and Authentications (Pennsylvania)
    Contact Information Pennsylvania Secretary of the Commonwealth
    Domestic Corporate Dissolution Summary (Pennsylvania)
    Domestic Formation Summary (Pennsylvania)
    Filing Requirements (Pennsylvania)
    Foreign Qualification Summary (Pennsylvania)
    HB 709 LLC Annual Registration (Pennsylvania)
    LLC Formation Summary (Pennsylvania)
    Recommended Service Companies (Pennsylvania)
    UCC Filings (Pennsylvania)

    Advantages of Choosing NRAI as Your Registered Agent (Pennsylvania)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.
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  • Apostilles and Authentications (Pennsylvania)
    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the PA DOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Contact Information Pennsylvania Secretary of the Commonwealth
    Pennsylvania Department of State
    Corporation Bureau
    206 North Office Building
    Harrisburg, PA 17120

    Phone:(717) 787-1057

    Phone:(888) 659-9962

    Send us an e-mail: RA-CORPS@state.pa.us

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    Domestic Corporate Dissolution Summary (Pennsylvania)
    Pursuant to Pennsylvania Associations Code (15 Pa. C.S. 1977 et seq.) to successfully dissolve a Pennsylvania corporation, after issuance of stock or commencement of business, clearances are required from Department of Revenue and Office of Employment Security of the DOL. You file the original REV-181 with the DOR per instructions on the last page of the form. You send a copy of the REV-181 to the DOL, per instructions on the back of the form.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting.

    Notice to Claimants: Pursuant to 15 Pa. C.S. 1992, the corporation must sent a notice of the winding up proceedings to each known creditor and claimant and to each municipal corporation in which its registered office or principal place of business in Pennsylvania via certified mail. The notice must also be published in two newspapers of general circulation in the English language in the county where the registered office of the corporation is located, one of which shall be the legal newspaper.

    Execution and Filing:

    Prior to Stock Issuance/Commencing Business: Signed by the majority of incorporators. One original and one conformed copy of Articles of Dissolution before Commencement of Business, together with three unsigned copies of Docketing Statement indicating changes are submitted to the Department of State.

    By Board of Directors' Resolution and a Majority Vote by the Shareholders Entitled to Vote: One original and one conformed copy of the Articles of Dissolution are submitted to the Department of State together with one original of each clearance certificate and three unsigned copies of Docketing Statement indicating changes.

    Filing Fee: $70.00 payable to the Dept. of State.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.


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    Domestic Formation Summary (Pennsylvania)
    Pursuant to Pennsylvania Business Corporation Law of 1988, a corporation incorporating in Pennsylvania files Articles of Incorporation with the Pennsylvania Corporation Bureau.

    Online: Online filing is available.

    Corporate Name: The corporate name must contain "corporation"," incorporated", "limited" "company" or any abbreviation; "assocation", "fund" or "syndicate". "Professional corporation" or "P.C").

    Maximum Stock for Minimum Filing Fee: None.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business.

    Purpose: No specific business purpose is required on the articles. However, a specific purpose is required on the docketing statement.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Granted unless specifically denied.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Pennsylvania.

    Filing: Submit one executed original and one copy of the articles to the Corporation Bureau together with the docketing statement.

    Docketing Statement: A docketing statement must be filed together with the Articles of Incorporation.

    The Corporation Bureau does not automatically issue certificates as evidence of filing. However, certificates can be formulated for an additional fee of $52.

    Filing Fee: $125.00 payable to Department of State.

    Publication Notice

    Pennsylvania BCL of 1988 requires that a publication of either the intent to file or the actual filing of Articles of Incorporation be made in two newspapers of general circulation, one a legal journal, if possible.

    Proofs of the advertising should be filed with the minutes of the corporation and need not be provided to the Corporation Bureau. The advertisements must contain the name of the proposed corporation and a statement that the corporation is to be or has been organized under the provisions of the BCL of 1988.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Filing Requirements (Pennsylvania)
    To successfully file in the Commonwealth of Pennsylvania, the following guidelines be met:

  • Documents must be submitted on our forms or on 8.5" x 11" paper; typed or printed in blue or black ink and be legible for microfilming.

  • Legible fax copies or copies of documents are acceptable.

  • Notarization is not required.

  • Originals plus a conformed copy should be submitted for confirmation of filing.

  • All entities filed with the Corporation Bureau with the exception of fictitious names and trademarks, require a Pennsylvania address / registered office.

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  • Foreign Qualification Summary (Pennsylvania)
    Pursuant to the Pennsylvania Business Corporation Law of 1988, Section 4101 et. seq., a foreign corporation, may not transact business in this state until it files an Application for Certificate of Authority together with a docketing statement with the Pennsylvania Dept. of State Corporation Bureau (Corporation Bureau).

    Name of Corporation: Name must contain "association" "fund" "syndicate" "company" "corporation" "incorporated" or abbreviations thereof.

    Good Standing Certificate: Not Required.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the Corporation Bureau.

    Filing Fee: $250 payable to the Dept. of State.

    Publication Notice

    Pennsylvania BCL of 1988 requires that a publication of either the intent to file or the actual filing of Articles of Incorporation be made in two newspapers of general circulation, one a legal journal, if possible.

    Proofs of the advertising should be filed with the minutes of the corporation and need not be provided to the Corporation Bureau. The advertisements must contain the name of the proposed corporation and a statement that the corporation is to be or has been organized under the provisions of the BCL of 1988.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.


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    HB 709 LLC Annual Registration (Pennsylvania)
    HB 709 repeals Section 8998 of Title 15 of the Pennsylvania Consolidated Statutes eliminating the requirement for certain LLC Annual Registrations.
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    LLC Formation Summary (Pennsylvania)
    Pursuant to the Pennsylvania Limited Liability Company Law of 1994 (15 Pa.C.S.A § 8901 et seq.) an limited liability company is formed by filing a Certificate of Organization with the Pennsylvania Department of State (PA DOS).

    Name of LLC: Name must contain “company” “limited” “limited liability company” or abbreviations thereof.

    Docketing Statement: One copy of the docketing statement must accompany filing.

    Filing Fee: $125 payable to the Dept. of State.

    Filing and Execution: The application is signed (black or black-blue ink is preferred) by an authorized person. Submit original application of registration together with docketing statement to the PA DOS.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.


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  • Recommended Service Companies (Pennsylvania)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    International Business Company Formation, Inc.
    101 Main Street, Suite One
    Tappan, NY 10983
    Phone: 888.664.6263 / 845.398.0900
    Fax: 845.398.0808

    ------------------------------------------------

    NRAI Service Center, LLC
    160 Greentree Drive, Suite 101
    Dover, DE 19904
    Phone: 302.674.4089
    Fax: 302.674.5266

    ------------------------------------------------

    Superior Information Service, L.L.C.
    300 Phillips Blvd., Suite 500
    Trenton, NJ 08618
    Phone: 800.848.0489 / 609.883.7000
    Fax: 609.883.7891

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    UCC Filings (Pennsylvania)
    UCC financing statements to be filed in Pennsylvania are filed with the Pennsylvania Department of State. Fixture filings are made in the county where the mortgage is recorded.

    Online Filing: Filings may be made online with an account.

    Form: Pennsylvania accepts national UCC forms. One copy is submitted.

    Fees: $84.00 per form. There is no additional fee for attachments or additional debtors. Payment must be made using separate checks for each document submitted.

    The Department of State will not reject a filing that lacks an Organization ID number if the filing contains enough information to properly identify the debtor.

    UCC Filings, Generally

    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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