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Pennsylvania Articles of Incorporation

Pennsylvania articles of incorporation form a corporation by filing form DSCB:15-1306 with the Department of State for $125, setting the name, registered office, and shares. Attorney review available.

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Introduction

In Pennsylvania you create a corporation by filing articles of incorporation (Form DSCB:15-1306) with the Department of State, Bureau of Corporations and Charitable Organizations, the document that brings a separate legal entity into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. In Pennsylvania you form a business corporation by filing Articles of Incorporation - For Profit (form DSCB:15-1306) with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, and the filing fee is $125. Pennsylvania files corporate documents with the Department of State rather than a Secretary of State. Pennsylvania law requires the articles to set forth the corporate name, the address of the initial registered office in the Commonwealth, a statement that the corporation is incorporated under the Business Corporation Law of 1988, the aggregate number of shares the corporation is authorized to issue, and the name of each incorporator (15 Pa.C.S. 1306). Pennsylvania uses a registered office rather than a registered agent, and the corporation may instead use a Commercial Registered Office Provider under section 109. Pennsylvania does not charge a franchise or capital stock tax; that tax was eliminated for tax years after 2015, and corporations are instead subject to the Corporate Net Income Tax. Under Act 122 of 2022, effective in 2025, a corporation must file an annual report with the Department of State by June 30 each year, with a $7 fee, replacing the old decennial report. DocDraft builds your Pennsylvania articles of incorporation from your facts, with attorney review available before you file.

Key Things to Know

  1. 1

    In Pennsylvania, articles of incorporation are the founding document filed with the Department of State to create a corporation as a separate legal entity, and filing them brings the corporation into existence.

  2. 2

    You file the Articles of Incorporation - For Profit (form DSCB:15-1306) with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, and pay a $125 filing fee. Pennsylvania files with the Department of State, not a Secretary of State.

  3. 3

    Pennsylvania requires the articles to set forth the corporate name, the initial registered office address in the Commonwealth, a statement that the corporation is incorporated under the Business Corporation Law of 1988, the aggregate number of authorized shares, and the name of each incorporator (15 Pa.C.S. 1306).

  4. 4

    Pennsylvania uses a registered office, not a registered agent. The articles must give a physical Pennsylvania street address for the initial registered office, or the corporation may use a Commercial Registered Office Provider under 15 Pa.C.S. 109.

  5. 5

    Pennsylvania does not charge a franchise or capital stock tax; that tax was eliminated for tax years beginning after December 31, 2015. Corporations are instead subject to the Corporate Net Income Tax administered by the Pennsylvania Department of Revenue.

  6. 6

    Under Act 122 of 2022, effective in 2025, a Pennsylvania corporation must file an annual report with the Department of State by June 30 each year, with a $7 fee. This annual report replaced the former decennial report.

  7. 7

    Articles of incorporation form a corporation. To form a Pennsylvania limited liability company you file a certificate of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.

Key decisions before you file

Before you file a Articles of Incorporation in Pennsylvania, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.

Open the Articles of Incorporation guide

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ARTICLES OF INCORPORATION OF [CORPORATION NAME] (Pennsylvania Business Corporation, Form DSCB:15-1306, filed with the Department of State)

The undersigned incorporator, for the purpose of forming a corporation under the laws of the Commonwealth of Pennsylvania, adopts the following articles of incorporation.

Article 1. Name. The name of the corporation is [CORPORATION NAME]. The name is distinguishable from other entity names on record with the Pennsylvania Department of State and complies with Pennsylvania corporate naming rules.

Article 2. Registered Office. The address of the corporation's initial registered office in the Commonwealth of Pennsylvania is [STREET ADDRESS, CITY, PA ZIP] (a physical street address, not a post office box). If the corporation uses a Commercial Registered Office Provider under 15 Pa.C.S. 109, state: c/o [PROVIDER NAME], [COUNTY] County.

Article 3. Statutory Authority. The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

Article 4. Authorized Shares. The aggregate number of shares the corporation shall have authority to issue is [NUMBER]. It is not necessary to set forth the designations of the classes of shares. If the corporation elects to describe classes, state the designation and number of each class: [DESCRIBE, OR STATE ONE CLASS OF COMMON SHARES].

Article 5. Incorporators. The name of each incorporator signing these articles is [INCORPORATOR NAME], with address [INCORPORATOR ADDRESS]. An incorporator does not have to be an owner, director, or officer of the corporation.

Article 6. Effective Date. These articles are effective upon filing by the Department of State, unless a later effective date is stated here: [OPTIONAL LATER EFFECTIVE DATE].

Article 7. Optional Provisions. The incorporators may insert additional provisions consistent with Pennsylvania law, such as a statement of the purpose for which the corporation is organized, a provision governing the management of the business and the regulation of the affairs of the corporation, a provision limiting the personal liability of directors to the extent permitted by law, and a provision authorizing the corporation to indemnify its directors, officers, and other representatives: [OPTIONAL PROVISIONS].

Execution and filing. The incorporator signs and files these articles with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations (Form DSCB:15-1306), with the $125 filing fee, online or by mail. Under Pennsylvania practice, a docketing statement (Form DSCB:15-134A) is filed with the articles. Pennsylvania does not charge a franchise or capital stock tax; that tax was eliminated for tax years after 2015, and the corporation is instead subject to the Corporate Net Income Tax administered by the Pennsylvania Department of Revenue. Under Act 122 of 2022, effective in 2025, the corporation must file an annual report with the Department of State by June 30 each year, with a $7 fee, and this annual report replaced the old decennial report. The corporation should also adopt bylaws and hold an organizational meeting of its board of directors to appoint officers and issue shares.

Dated: ____________

[INCORPORATOR NAME], Incorporator

This Pennsylvania document follows the Business Corporation Law of 1988 and the Department of State Form DSCB:15-1306 requirements. For the generic template and other states, see the Articles of Incorporation hub.

Pennsylvania Requirements for Articles of Incorporation

File Form DSCB:15-1306 With the Department of State

A Pennsylvania business corporation is formed by filing Articles of Incorporation - For Profit (form DSCB:15-1306) with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. The filing fee is $125. The corporation legally exists once the Department of State files the articles.

Corporate Name and Statutory Authority

The articles must state a corporate name distinguishable from other entities on record and a statement that the corporation is incorporated under the Business Corporation Law of 1988 (15 Pa.C.S. 1306).

Registered Office in the Commonwealth

Pennsylvania uses a registered office, not a registered agent. The articles must give a physical Pennsylvania street address for the initial registered office, not a post office box, or name a Commercial Registered Office Provider under 15 Pa.C.S. 109.

Aggregate Authorized Shares

The articles must state the aggregate number of shares the corporation shall have authority to issue. It is not necessary to set forth the designations of the classes of shares in the articles (15 Pa.C.S. 1306).

Incorporators

The articles must give the name of each incorporator, and each incorporator signs the articles. An incorporator does not have to be an owner, director, or officer of the corporation (15 Pa.C.S. 1306).

File the Annual Report by June 30

Under Act 122 of 2022, effective in 2025, a Pennsylvania corporation must file an annual report with the Department of State by June 30 each year, with a $7 fee. This annual report replaced the former decennial report.

No Franchise or Capital Stock Tax

Pennsylvania does not charge a franchise or capital stock tax; that tax was eliminated for tax years after 2015. Corporations are instead subject to the Corporate Net Income Tax administered by the Pennsylvania Department of Revenue. This is general information, not tax advice.

Corporation Versus LLC

Articles of incorporation form a corporation. To form a Pennsylvania limited liability company you file a certificate of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.

Frequently Asked Questions

In Pennsylvania, articles of incorporation are the founding document you file with the Department of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. Pennsylvania law requires the articles to set out the corporate name, the initial registered office, a statement that the corporation is incorporated under the Business Corporation Law of 1988, the number of authorized shares, and the incorporators (15 Pa.C.S. 1306).

In Pennsylvania, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. A Pennsylvania limited liability company (LLC) is instead formed by filing a certificate of organization, and an LLC has members rather than shareholders and issues no stock. Both are filed with the Pennsylvania Department of State and both form a separate legal entity, but they create different kinds of entities under different parts of Pennsylvania law. Choose the one that matches the entity you want.

You file the Articles of Incorporation - For Profit (form DSCB:15-1306) with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, and the filing fee is $125. You can file online or by mail. Once the Department of State accepts and files the articles, the corporation legally exists in Pennsylvania. The $125 fee should be reconfirmed on the current Department of State fee schedule before filing.

Pennsylvania requires the articles to set forth the corporate name, the address of the initial registered office in the Commonwealth, a statement that the corporation is incorporated under the Business Corporation Law of 1988, the aggregate number of shares the corporation is authorized to issue, and the name of each incorporator (15 Pa.C.S. 1306). It is not necessary to set forth the designations of the classes of shares in the articles.

Pennsylvania uses a registered office rather than a registered agent. The articles must give the physical street address of the initial registered office in Pennsylvania, which cannot be a post office box. If the corporation does not have its own Pennsylvania address, it may name a Commercial Registered Office Provider under 15 Pa.C.S. 109, and that provider's county is treated as the registered office location. The registered office is where legal and official notices are sent.

No. Pennsylvania does not charge a franchise or capital stock tax. The Capital Stock and Foreign Franchise Tax was phased out and eliminated for tax years beginning after December 31, 2015. Pennsylvania corporations are instead subject to the Corporate Net Income Tax administered by the Pennsylvania Department of Revenue. This is general information, not tax advice, so confirm your own tax obligations with a professional.

Under Act 122 of 2022, effective in the 2025 calendar year, a Pennsylvania for-profit corporation must file an annual report with the Department of State by June 30 each year, and the fee is $7. This annual report replaced the former decennial report that corporations filed once every ten years. Filing on time keeps the corporation in good standing; the state can begin administrative dissolution for corporations that do not file.

In Pennsylvania, articles of incorporation are the short public document you file with the Department of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Pennsylvania articles to exist as a corporation and the bylaws to govern it day to day.