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
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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.
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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
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).
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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.
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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
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.
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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.
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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.