Nonprofit Corporation Formation Filing in Pennsylvania
At a glance
| Governing act and filing office | Nonprofit Corporation Law of 1988, 15 Pa.C.S. ch. 53; Department of State (§§ 5306, 5308) |
|---|---|
| Incorporator and filing document | One or more adult natural persons or corporations sign and deliver articles of incorporation (§§ 5302, 5306, 5308) |
| Name and purpose | Articles state name and brief purpose; name must be available for filing (§§ 5306(a)(1), (3), 135(a)(3)) |
| Member and entity-type statement | State nonprofit/no pecuniary gain; if membership corporation, elect nonstock or stock-share basis; if no members, say so (§ 5306(a)(4)–(7)) |
| Initial directors and selection | Initial director names optional; naming affirms written consent; if omitted, incorporators elect directors at organization meeting (§§ 5306(c), 5310(a)) |
| Registered office and agent | Articles state initial Pennsylvania registered-office street address; permitted commercial provider name/county may substitute (§§ 5306(a)(2), 109(a)) |
| Signatures and agent acceptance | Each incorporator signs; articles list registered office, not a mandatory agent or agent acceptance (§ 5306(a), (c)) |
| Filing fee | $125 for domestic articles of incorporation (§ 153(a)(1)(i)) |
| When existence begins | Existence begins on filing or later date specified in articles; § 136(c) governs effective date/time (§§ 5306(a)(10), 5309(a), 136(c)) |
Requirements one by one
Articles and incorporators
§ 5302 permits one or more adult natural persons or corporations to incorporate. Under § 5301(a), corporations may incorporate for any lawful nonprofit purpose; § 5306(a) then requires each incorporator signs articles of incorporation, and § 5308(a) sends them to the Department of State. The articles state the corporation's name, initial registered-office address, brief purpose, nonprofit and no-pecuniary-gain status, incorporator names, and any nonperpetual term (§ 5306(a)). § 135(a)(3) requires a name available for use before the document is accepted for filing.
Members, directors, and registered office
Under § 5306(a)(6), a membership corporation must identify whether it uses a nonstock or stock-share basis. If the corporation is to have no members, subsection (a)(7) requires that statement. Naming initial directors is optional: § 5306(c) treats names in the articles as an affirmation of written consent to serve; if directors are omitted, the incorporators elect them at the organization meeting under § 5310(a).
The articles give the Pennsylvania registered-office address under § 5306(a)(2). § 109(a) allows a qualifying commercial registered-office provider's name and county in its place. The § 5306(a) filing list calls for a registered office, not a separate registered-agent appointment or acceptance.
Fee, notice, and existence
§ 153(a)(1)(i) charges $125 for domestic articles of incorporation. Under § 5307, the incorporators or corporation must officially publish notice of an intention to file or of filing; publication may be before or after filing. § 5309(a) starts corporate existence on filing or on a later effective date specified in the articles. Section 5306(a)(10) calls for the date and any hour when one is specified, and § 136(c) supplies the effective-date and time rules.
What trips people up
Publication is a separate task from delivering the articles: § 5307 permits it either before or after filing. The articles require a no-members statement if that structure is chosen under § 5306(a)(7); a membership corporation must instead identify its nonstock or stock-share basis under subsection (a)(6).
Common questions
Must the articles name initial directors?
No. Section 5310(a) provides an incorporators' organization meeting to elect them when they are not named. If they are named, § 5306(c) treats that choice as an affirmation that they consented in writing to serve.
Can existence start after the filing date?
Yes. § 5309(a) says existence begins on filing or the later effective date specified in the articles; § 5306(a)(10) requires the specified date and any hour in the articles.
Statutes and sources
- 15 Pa.C.S. ch. 53 — nonprofit articles, publication, and existence; accessed October 1, 2026.
- 15 Pa.C.S. ch. 1 — document filing, registered-office substitute, and $125 fee; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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