How to Form a C Corporation in Pennsylvania

Introduction

If you’re starting a new business in Pennsylvania, you’ll need to form a corporation. Corporations are one of several types of companies that can be formed in the state. Corporations can give owners more liability protection from business debts than sole proprietorships or partnerships, but they also require more time-consuming administrative tasks like keeping minutes for meetings and filing annual reports.

Even though corporations aren’t required to be registered with the Secretary of State in Pennsylvania, it’s best if you do this because it makes your company seem more professional and gives you access to online services that make things easier such as filing taxes electronically instead of having to send them by paper mail every year.”

Choose a name that distinguishes your business.

Choose a name that distinguishes your business. The name should be unique and not too long or short, as both can limit the strength of your brand. Your business’s name should not be confusingly similar to another business’s, since this could lead to customer confusion. It should also not contain any illegal words or phrases, such as “bank,” “insurance,” “lawyer,” “attorney” and more.

If you plan on incorporating in Pennsylvania, it’s important to keep these things in mind when choosing a company name because many people will search online for information about businesses they’re looking into doing business with—and if they find negative reviews or comments about your company under its current name, they may choose another provider instead! Think carefully before finalizing on anything here; once you select one option over another, there’s no going back!

Register with the Pennsylvania Department of State to reserve your corporate name.

The first step to forming a corporation is to reserve your corporate name. You can do this online by visiting the Pennsylvania Department of State’s website and paying $50.00. You must reserve your corporate name for at least 60 days before you register your corporation, so make sure that you get this done well before the 60-day mark! If you don’t reserve your name and then try to use it after the deadline, then they won’t accept it because they believe that someone else could have already reserved it during those 60 days.

File your Articles of Incorporation.

The process of forming a C corporation in Pennsylvania starts by filing what’s called the Articles of Incorporation form, which you can fill out on the Department of State website. Once that form is completed and filed with the state, you’ll need to pay a fee and file for an Employer Identification Number (EIN).

As long as your company doesn’t have any issues regarding compliance or criminal history, it should be issued an EIN within five days.

Appoint directors to manage the corporation.

Appoint directors to manage the corporation.

The board of directors is responsible for managing and operating the corporation, as well as appointing officers. The number of directors ranges from one to 15 (or greater if allowed by state law), but a majority vote of shareholders must approve increases in that number. Shareholders can also elect their own additional directors or direct that they be appointed by those already on the board. Directors may be individuals or groups of individuals, known as “person” corporations; however, C corporations are prohibited from having non-resident alien owners (except for certain types of foreign entities).

Create a stock ledger and issue shares.

You’ll want to create a stock ledger, which is where you record the issuance of shares and all other transactions relating to the company’s capitalization. You can either keep this in hard copy or use an online service like Quicken or QuickBooks.

Keep in mind that if you’re issuing shares, the person who owns those shares will have voting rights. Also, if your business is successful, it’s likely that most of its assets will be held in common by shareholders who have equal ownership rights over all assets (including physical property). That won’t stop them from selling their stock at any time; but it does mean that investors must agree on major decision-making before selling off part of their stake in exchange for cash, goods or services (i.e., when deciding whether or not to invest more money into expanding operations).

Develop bylaws.

If you’re forming a corporation in Pennsylvania, the next step is to develop bylaws. Your bylaws are a set of rules for your business, similar to how federal and state laws govern corporations. They help provide structure for your organization and ensure that everyone in it remains on the same page about what’s expected from them.

Bylaws should be written in plain language that makes sense to shareholders and other stakeholders, such as directors or employees. They should be kept up-to-date as needed so that they don’t become outdated or obsolete over time. You may also want to consider incorporating some language into your bylaws explaining why you’ve chosen not to have annual meetings (for example: “our directors meet quarterly”). Finally, make sure all directors receive copies of these documents so they can become familiar with them before their first meeting; then make sure each new director receives an updated copy when they take office so there won’t be any confusion about what’s expected during their term(s) of service on the board

Hold an initial board meeting to appoint officers, adopt bylaws, transfer assets, authorize shares, set fiscal year and adopt executive compensation policies.

Once you have decided to form a C corporation in Pennsylvania, you will need to hold an initial board meeting. At this meeting:

• Appoint officers.
• Adopt bylaws.
• Transfer assets from the corporation’s previous owner(s) or other existing entities that are being merged into your new company, if applicable.
• Authorize shares of stock and set their par value (if desired), authorized number of shares and any restrictions on them (such as voting rights).

Obtain federal employer identification number.

You will need to get a federal employer identification number (EIN) from the IRS before you can file for your C corporation. If you’re a sole proprietorship, or if you are a partnership and do not have employees, you don’t need an EIN. If, however, your business is organized as a corporation or LLC—or if you have employees—you will need to apply for an EIN from the IRS.

After receiving approval from the state of Pennsylvania and applying for your federal EIN online (or by mail), it will take about two weeks to process.

Register with the Pennsylvania Department of Revenue as an employer.

Register with the Pennsylvania Department of Revenue as an employer.

Employer tax obligations in Pennsylvania include paying unemployment tax and worker’s compensation insurance, filing quarterly payroll tax returns online, filing annual corporate income tax return online and paying estimated taxes quarterly.

Takeaway:

Many businesses choose to form as a C corporation. But it’s important to note that forming as a C corporation is not the default option for businesses in Pennsylvania. Many business owners choose to form as an S corporation or LLC instead because they’re more cost-effective and less complicated than setting up and maintaining a C corporation.

If you decide that you want to form your business as a C corporation, make sure you know what it entails—both in terms of setup costs and legal formalities, but also in terms of taxes and other benefits that won’t be available if you choose another business structure instead.

Conclusion

Following these steps will help you to form a C corporation that meets state and federal requirements. Once your business is up and running, make sure to keep track of your finances so that you can pay taxes on time.