Pennsylvania Articles of Incorporation: Definition, Purpose

What are Pennsylvania Articles of Incorporation?

Pennsylvania articles of incorporation is a formation document that must be filed with the Pennsylvania Department of State to legally establish a new corporation. Articles of incorporation serve as legal proof that your business has been registered with the state and in compliance with all business laws.

Once articles of incorporation are filed, you can run your business as corporation which includes distributing shares, drafting corporate bylaws, and appointing a board of directors.

Corporations provide shareholders and directors several benefits and it is a very popular business structure for new companies. Some benefits of establishing a corporation include:

• Limited liability protection
• Tax benefits and flexibility
• Ability to raise capital for expansion
• Additional business credibility

How Do I Find Articles of Incorporation in Pennsylvania?

To find the articles of incorporation form for the state of Pennsylvania, you can follow these steps:

1. Visit the Pennsylvania Department of State website.
2. Click on "Business & Charities” and select “Business" from the dropdown menu.
3. In the menu on the right, click “Registration Forms”.

This brings you to a page with all the forms you will need to establish and run a corporation in Pennsylvania including articles of incorporation, name reservation, annual benefit report, and many more.

Each corporation and business entity will require different forms so it is important to understand which entity is right for your needs. If you are unsure which type of corporation or entity you should establish, it is always recommended to consult with a business attorney. An attorney can help you weigh the pros and cons of each business structure and help you choose the entity that suits your business needs.

Does Pennsylvania Require Articles of Incorporation?

Yes. In Pennsylvania articles of incorporation are mandatory to establish a new corporation. Pennsylvania also requires the following forms to accompany the articles of incorporation:

• One copy of a completed form DSCB:15-134A (Docketing Statement)
• Any necessary copies of form DSCB:19-17.2 (Consent to Appropriation of Name)
• Any necessary governmental approvals.

These forms should be submitted together with the articles if incorporation along with the appropriate filing fee.

Pennsylvania Articles of Incorporation Example

[Your Company Name]

ARTICLES OF INCORPORATION

OF

[YOUR COMPANY NAME]

A Pennsylvania For-Profit Corporation

I. NAME

The name of this corporation is [Your Company Name].

II. PURPOSE

The purpose for which this corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the Pennsylvania Business Corporation Law.

III. AUTHORIZED SHARES

This corporation is authorized to issue two classes of shares designated as "Common Stock" and "Preferred Stock." The total number of shares that this corporation is authorized to issue is [Total Number of Shares], of which [Number of Common Shares] shall be Common Stock, and [Number of Preferred Shares] shall be Preferred Stock.

A. Common Stock

1. Voting Rights: Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of shareholders.

B. Preferred Stock

1. The Preferred Stock may be issued in one or more series, each with such designation, rights, preferences, and limitations as the Board of Directors may determine by resolution. The Board of Directors is expressly granted the authority to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

IV. REGISTERED OFFICE

The address of the initial registered office of this corporation in the Commonwealth of Pennsylvania is:

[Registered Office Street Address] [City, State, Zip Code]

V. INCORPORATOR

The name and address of the incorporator are:

[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]

VI. DIRECTORS

The number of directors constituting the initial board of directors is [Number of Directors], and the names and addresses of the persons who are to serve as the initial directors are:

[Director 1's Name] [Director 1's Street Address] [City, State, Zip Code]

[Director 2's Name] [Director 2's Street Address] [City, State, Zip Code]

[Additional Directors, if applicable]

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed these Articles of Incorporation on this [Day] day of [Month], [Year].

[Incorporator's Name]

[Note: This is a basic example of Articles of Incorporation for a for-profit business in Pennsylvania. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Articles of Incorporation comply with all applicable laws and regulations.]

How Do I Fill Out Articles of Incorporation in Pennsylvania?

All articles of incorporation in Pennsylvania must include the following information:

• Corporate name. All corporate names must include a corporate ending like “incorporated” or “limited”. Abbreviated corporate names like “inc.” are permitted.
• Registered office address. The address must be a physical location, not a PO box. It must be located in Pennsylvania.
• Shares. Whether the corporation is organized on a stock or nonstock basis. If it is organized on a stock share basis, you must list the aggregate number of authorized shares.
• Registered office. The street address of the registered office and the county in which it is located.
• Incorporators. The names and addresses of all incorporators who are drafting and filing the articles of incorporation. Incorporators must sign the articles of incorporation.
• Filing date. The date the articles will become effective.
• Signatures. The signature and title of the person filing the articles.

Article 7 provides the option to add any other provisions which the corporation elects to include. If you are unsure if you need additional articles or have any questions about drafting this legal document, it is encouraged that you seek the advice of a business attorney. An attorney can provide drafting and review services and ensure that your articles of incorporation are free from mistakes and ready for filing.

Relevant Laws

• 15 PA Cons Stat § 1308 (2022) Filing of articles
• 15 PA Cons Stat § 1306 (2022) Articles of incorporation
• 15 PA Cons Stat § 1309 (2022) Effect of filing of articles of incorporation
• 15 PA Cons Stat § 1703 (2022) Place and notice of meetings of board of directors