To form a for-profit corporation in Pennsylvania, file the Articles of Incorporation (Form DSCB:15-1306) together with a Docketing Statement (Form DSCB:15-134A) with the Department of State’s Bureau of Corporations and Charitable Organizations. The filing fee is $125, and you can submit online through the Business Filing Services portal at file.dos.pa.gov or mail the signed forms to Harrisburg.1Pennsylvania General Assembly. Pennsylvania Code 15 Section 153 – Fee Schedule Pennsylvania also requires you to publish a notice of incorporation in two newspapers in the county where your registered office sits, a step easy to overlook because the state does not collect proof of it.
What the Articles Must Contain
Form DSCB:15-1306 walks you through the items Section 1306 of the Business Corporation Law requires.2Pennsylvania General Assembly. Pennsylvania Code 15 Section 1306 – Articles of Incorporation
Corporate Name
The name must be distinguishable on the Department of State’s records from every other registered business entity in Pennsylvania.3Pennsylvania General Assembly. Pennsylvania Code 15 Section 202 – Name of Commercial Registered Office Provider Distinguishable is not the same as unique; it means Bureau staff can tell your name apart from what already exists. Swapping “Inc.” for “Corp.” or changing punctuation is not enough.
Search the Bureau’s records through the Business Filing Services portal before you commit to a name.4Commonwealth of Pennsylvania. Name Availability A conflict means rejection and a resubmission. You can also reserve a name in advance under 15 Pa. C.S. § 208 while you finish the paperwork.
Registered Office Address
List the street address of the initial registered office in Pennsylvania. This is where the corporation can be served with lawsuits and receive state correspondence, so a P.O. box alone will not work; you need a physical street address or rural route number.5Commonwealth of Pennsylvania. Commercial Registered Office Providers
If the corporation has no physical Pennsylvania location, use a Commercial Registered Office Provider (CROP). On the form, you replace the street address with “c/o” plus the CROP’s name and a designated county for venue purposes.6Pennsylvania General Assembly. Pennsylvania Code 15 Section 109 – Name of Commercial Registered Office Provider in Lieu of Registered Address The Department of State publishes an approved CROP list.
Stock or Nonstock and Authorized Shares
Section 1306(a)(4) requires you to state whether the corporation is organized on a stock or nonstock basis. Most for-profit corporations are stock, so declare the total number of shares the corporation is authorized to issue. That figure caps what the corporation can ever sell without amending its articles; it is not a promise about what you will issue right away.
Many small corporations authorize a round number like 1,000 or 10,000 shares of a single class. Pennsylvania does not impose a franchise tax based on authorized shares, so there is no direct cost penalty for authorizing more than you need. For a simple single-class corporation, one line does the job: “The corporation shall have authority to issue 1,000 shares of common stock.” The statute says you do not need to spell out class designations or the maximum shares per class in the articles themselves; that detail can live in the bylaws or a board resolution. If you create multiple classes (common and preferred, for instance), the articles must describe the voting rights, preferences, and special rights of each class to the extent those terms are set, and you can give the board authority to establish new classes or series later without a shareholder vote.7Pennsylvania General Assembly. Pennsylvania Code Title 15 – Corporations and Unincorporated Associations
Incorporators
List the name and complete mailing address of each incorporator, and have each one sign.8Pennsylvania Department of State. Pennsylvania Business Corporations The form carries a notice that false statements are punishable as unsworn falsification to authorities under 18 Pa. C.S. § 4904, a third-degree misdemeanor.9Pennsylvania General Assembly. Pennsylvania Code 18 Section 4904 – Unsworn Falsification to Authorities
An incorporator can be any individual; you do not need to be a Pennsylvania resident, a future shareholder, or a director, and one incorporator is enough. Their role ends once the articles are filed and the organizational meeting takes place, at which point the directors and officers take over.
Optional Provisions Worth Considering
Beyond the required fields, the articles may include any provision related to the corporation’s purpose, management, or the rights of shareholders, directors, and officers. Common additions include:
- A purpose clause. “Any lawful purpose” keeps your options open; a narrow purpose limits activities.
- Duration. The corporation exists perpetually unless you specify an expiration date.
- Effective date. You can set a future date and time for the articles to take effect rather than defaulting to the filing date.
- Director liability limits. Pennsylvania law lets the articles eliminate or limit personal liability of directors for monetary damages in certain situations.
Keep this list short. Anything you put in the articles requires a shareholder vote to change later, while bylaws are easier to amend. If a provision concerns day-to-day operations rather than structural governance, put it in the bylaws.
The Docketing Statement
You cannot file the articles without Form DSCB:15-134A, the Docketing Statement.8Pennsylvania Department of State. Pennsylvania Business Corporations The one-page form feeds your information to the Department of Revenue and the Department of Labor and Industry so they can set up your tax accounts. It asks for four things:10Pennsylvania Department of State. Docketing Statement – New Entity
- Fiscal year end. Enter the month and day your tax year closes. Most small corporations use December 31; if you pick a different month, you are adopting a fiscal year and your federal and state returns follow that cycle. Your first federal return locks in the choice.11Internal Revenue Service. Tax Years
- Tax responsible party. The name and contact information for whoever should receive tax correspondence.
- Federal Employer Identification Number, if you already have one. Leave blank if you have not applied yet.
- A brief plain-language description of business activity, such as “software consulting” or “residential construction,” used for industry classification.
How to File and What It Costs
The filing fee is $125 either way you submit.
Online
The Department of State’s Business Filing Services portal at file.dos.pa.gov accepts electronic filings and takes credit card payment during submission.12Commonwealth of Pennsylvania. Register a Business The Department of State reported sustaining an average processing time of one business day for business filings since May 2025.13Commonwealth of Pennsylvania. Department of State Cuts Licensing and Business Processing Time in 2025
By Mail
Send signed originals of both forms with a check or money order for $125 payable to the “Department of State” to:
Bureau of Corporations and Charitable Organizations
401 North Street, Room 206
Harrisburg, PA 1712014Pennsylvania Department of State. Business
Allow 15 business days for processing of mailed filings.15Commonwealth of Pennsylvania. Frequently Asked Questions Once approved, you receive a stamped and certified copy of the articles as proof the corporation legally exists.
Newspaper Publication
Pennsylvania requires you to publish a notice of incorporation in two newspapers in the county where the registered office is located: one newspaper of general circulation and one legal newspaper designated by the courts of that county.16Pennsylvania General Assembly. Title 45 – Legal Notices The notice must include the corporation’s name and a statement that it has been (or is about to be) organized under the Business Corporation Law of 1988. The Department of State posts a geographical list of approved legal publications.
After publication, get an affidavit of publication from each newspaper and keep both in your corporate records. You do not send these to the Department of State; they are for your files in case someone later challenges whether proper notice was given. Skipping publication does not undo the incorporation, but it can create problems if a court proceeding requires proof of notice.
What to Do After the State Approves
The stamped articles bring the corporation into existence, but a few things still stand between you and operating.
Get a Federal EIN
Every corporation needs an EIN from the IRS, even without employees, because banks require it to open a business account. Apply online at irs.gov once the articles are filed; the IRS issues the number at the end of the application.17Internal Revenue Service. Get an Employer Identification Number You need the Social Security number or ITIN of the responsible party. Print the CP 575 confirmation notice; you will need it for banking and tax filings.
Hold an Organizational Meeting
The incorporators or initial directors should meet to adopt bylaws, elect officers, authorize the issuance of initial shares, choose a bank, and handle other startup resolutions. Keep signed minutes in the corporate records book. Bylaws govern internal operations, including how meetings are called, quorum requirements, and officer duties, and do not get filed with the state.
File the Annual Report
Beginning in 2025, all Pennsylvania domestic business corporations file an annual report (Form DSCB:15-146) with the Department of State. The fee is $7, and the filing window runs from January 1 through June 30 each year. The report confirms the corporation’s name, registered office address, principal office address, and the names of at least one director and the principal officers. Starting with reports due in 2027, a corporation that misses the deadline faces administrative dissolution six months later.18Commonwealth of Pennsylvania. Annual Reports