Pennsylvania: Business Corporation Formation Filing Requirements

Requirements one by one

The articles use a registered office, not a principal-office field

Each incorporator signs the articles. An incorporator may be an adult natural
person or a for-profit or nonprofit corporation, and the articles state each
incorporator's name. They do not require an incorporator address, an owner, or an
officer.

The public address is the initial Pennsylvania registered office, including a
street address and county (§ 135(c)). A filer using a commercial registered office provider
may substitute the provider and county in the manner authorized by § 109. The
ordinary articles do not require a separate registered-agent acceptance or a
principal-office address.

The charter states authorized shares but par value is optional

The articles state the aggregate authorized shares. Class or series voting rights,
preferences, limitations, and special rights appear to the extent already
determined, along with any authority given to the board to classify authorized and
unissued shares later. Pennsylvania expressly makes par value optional.

The statute defaults an ordinary corporation to all lawful business unless the
articles restrict its purpose. Duration is perpetual unless the articles state a
term. Section 202 requires the name to be distinguishable, but it does not require
an ordinary corporation to use “corporation,”
“incorporated,” “company,” or a similar suffix.

The docketing statement accompanies the $125 filing

The Department directs a new ordinary business corporation to file Articles of
Incorporation–For Profit with DSCB:15-134A. The docketing statement asks for the
entity name, the individual responsible for initial tax reports and that person's
mailing address, a business-activity description, FEIN, and fiscal-year end. Under
§ 134, the docketing statement is a processing record rather than a document filed
in the public corporate record.

Section 153 sets the current base fee at $125 (§ 153). The Department encourages online filing through
Business Filing Services and requires an account for that route; its forms guidance
also permits completed PDF forms to be mailed with payment. Corporate existence
begins when the articles are filed or on the later effective date stated in them.

Publication is separate from the Department filing

The incorporators or corporation must publish the required notice either before or
after filing. “Officially publish” ordinarily means one publication in two English-
language newspapers of general circulation in the registered-office county, one of
which is the designated legal newspaper if the county has one. If the county has
only one general-circulation newspaper, that one publication is enough.

The notice gives the proposed corporation's name and says that it is to be or has
been incorporated under the Business Corporation Law of 1988. The Department says
proof is not submitted to the Bureau but should be retained with the corporate
minutes. Pennsylvania does not impose a separate immediate initial report; the
annual-report cycle begins in the following calendar year (§ 146(c)) and is outside this
formation survey.

The initial directors or incorporators finish organization

After existence begins, the initial directors hold the organization meeting. If the
articles did not name directors, the incorporators hold it and elect the directors.
The meeting also adopts bylaws and may handle other organization business. Its
caller gives every other participating director or incorporator at least five days'
written notice stating the time and place. An incorporator may act personally, by
written consent, or by signed proxy.

Section 1732 requires every business corporation to have president, secretary, and
treasurer functions, although one person may hold multiple offices. The officers
are elected or appointed at the time and in the manner fixed under the bylaws
(§ 1732).

What trips people up

The newspaper notice is not an attachment to the articles. It may occur before or
after filing, and the evidence remains in the corporation's records rather than
being sent to the Department.

Initial directors are optional article disclosures. Naming them confirms that they
consented in writing to serve and makes them responsible for the organization
meeting; omitting them leaves that first organization step with the incorporators.

The docketing statement is companion agency processing material, but § 134 says it
does not become a filed corporate document. Its tax-contact and FEIN fields should
not be confused with the much narrower public fields required in the articles.

Statutes and sources

• 15 Pa.C.S. §§ 1301-1302, § 1306(a), § 1306(a)(8), and §§ 1307-1310 —
  current official text for purpose, incorporators, article contents, optional
  terms, publication, filing, effectiveness, and organization, accessed August
  14, 2026.
• 15 Pa.C.S. § 102, §§ 109 and 134-135, § 146, and § 153 — current official
  text for official publication, commercial registered offices, docketing and
  address rules, annual-report timing, and the base fee, accessed August 14,
  2026.
• 15 Pa.C.S. § 202(a)-(c), § 1504, and § 1732 — current official text for name
  rules, bylaws, and officers, accessed August 14, 2026.
• Pennsylvania Department of State business-corporation, forms, and fee pages,
  plus DSCB:15-134A — current filing route, companion statement, publication
  instructions, and agency processing fields, accessed August 14, 2026.