Excellent
7,984 reviews
Forming a C Corp in Pennsylvania involves choosing a compliant corporate name, establishing your registered office, preparing and filing your Articles of Incorporation, completing your internal corporate organization, and obtaining an EIN.
Here's a step-by-step guide to forming your Pennsylvania C Corp from start to finish.
Pennsylvania law requires you to choose a name for your Pennsylvania C Corporation that meets the state's corporate naming rules. Your proposed name must be distinguishable from every existing entity already on record with the Pennsylvania Department of State.
1. Use a Corporate Designator
Your Pennsylvania corporation's name must include one of the following words or an accepted abbreviation: Corporation, Company, Incorporated, or Limited, or comparable terms such as Association, Fund, or Syndicate. A business corporation cannot use "LLC" or "limited liability company" as its corporate designator.
2. Match the Corporation's Purpose
Your Pennsylvania C Corporation name cannot state or imply that the corporation is organized for a purpose that is not permitted under Pennsylvania law or its Articles of Incorporation.
3. Avoid Government Implications
The name cannot suggest that your Pennsylvania C Corporation is affiliated with or connected to a state or federal government agency or a corporation chartered under U.S. law.
4. Choose a Distinguishable Name
Your Pennsylvania corporation's name must be distinguishable from other entities and filings already on record with the Pennsylvania Business Filing Services name search. Pennsylvania's Business Hub states that if a search produces no business entities, the name is available for use in Pennsylvania.
If you have selected a name for your Pennsylvania C Corporation, it's a good idea to keep 2-3 backup names in case your first choice is unavailable. If you need more ideas, you can use Swyft Filings' free business name generator to create several options.
Every Pennsylvania corporation must maintain a registered office in the state. The registered office must be an actual street address or rural route box number in Pennsylvania; a P.O. Box alone is not acceptable.
Make sure your registered office meets the following Pennsylvania corporation requirements:
Physical Pennsylvania Address: The registered office must be a physical street address or rural route box number in Pennsylvania.
Availability: The registered office must be a location where official legal documents, notices, and government correspondence directed to the corporation can be received.
Currency: The registered office address must be kept current with the Pennsylvania Department of State. If the address changes, you must update it through the Department of State.
CROP Option: If your corporation does not have a Pennsylvania physical address, it can use a Commercial Registered Office Provider (CROP). Pennsylvania specifically states that a CROP is not the same thing as a registered agent.
Whether you maintain your own registered office or use a CROP, the office address must be included in your Articles of Incorporation when filing with the Pennsylvania Department of State.
1. Choose Your Registered Office Option: Decide whether your corporation will use a Pennsylvania street address it controls or engage a Commercial Registered Office Provider (CROP) if your corporation lacks a Pennsylvania physical address.
2. Confirm the Address Is Valid: Make sure the address is a physical street address in Pennsylvania, not a P.O. Box or mail forwarding address alone.
3. Include the Address in Your Articles of Incorporation: Provide the registered office address in your Articles of Incorporation when filing with the Pennsylvania Department of State.
Your corporation's share structure determines how ownership is divided among shareholders and how much stock your company can issue. Setting it up properly from the beginning makes it easier to allocate founder ownership, bring in investors, and provide equity to employees as your business grows.
When preparing your Pennsylvania Articles of Incorporation and share structure, consider the following:
Determine authorized shares: Decide the total number of shares your C Corporation is authorized to issue. Pennsylvania requires this number to be stated in the Articles of Incorporation. You can authorize more shares than you initially plan to issue.
Choose your stock type: Most corporations start with common stock for founders and employees. You may also establish preferred stock if you expect to raise outside investment or need to provide investors with different rights or preferences.
Consider multiple classes: If needed, your corporation can have different classes of stock with different voting, dividend, or other rights. The appropriate structure depends on your ownership and financing plans.
Consider voting rights: Decide whether different classes of shares will have different voting rights. For example, one class may have full voting rights while another may have limited or no voting rights.
Plan for future financing: If you expect to seek venture capital or other outside investment, consider how future financing rounds could affect your authorized shares and ownership percentages.
Specify the structure in your Articles: Include the required authorized-share information in your Pennsylvania Articles of Incorporation. Keep the formation documents consistent with the share structure you intend to establish.
After preparing your Articles of Incorporation, the next step is to officially form your corporation with the Commonwealth of Pennsylvania. You can file online through Pennsylvania Business Filing Services, by mail, or in person. Choose Swyft Filings' basic package to start your Pennsylvania C Corp for free.
Let's discuss each in brief:
Option 1: File online
Online filing through Pennsylvania Business Filing Services (BFS) is the fastest and most convenient option. Pennsylvania describes online filing as the easiest and fastest way to process documents, and filings are generally processed faster than paper submissions. You will enter your corporation's information electronically, provide the registered office address, identify the incorporator, specify the authorized shares, and attach the New Entity Docketing Statement before paying the $125 state fee.
Option 2: File by mail
If you prefer not to file online, you can do it by filing your Articles of Incorporation together with a New Entity Docketing Statement (Form DSCB:15-134A) with the Pennsylvania Department of State. The address is:
Pennsylvania Department of State Bureau of Corporations and Charitable Organizations P.O. Box 8722 Harrisburg, PA 17105-8722
Option 3: File in person
In-person filings are accepted at the Pennsylvania Department of State's offices in Harrisburg. Bring your completed Articles of Incorporation, the Docketing Statement, and payment. The address for in-person submissions is:
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
401 North Street, Room 206
Harrisburg, PA 17120
To file Pennsylvania Articles of Incorporation for a for-profit corporation, you will need:
Pennsylvania law requires newly incorporated corporations to officially publish a notice of the intention to file, or the filing of, the Articles of Incorporation.
When completing the publication requirement, keep the following in mind:
When to publish: The publication should occur after your Articles of Incorporation are filed or around the time of your intent to file.
What to include: The notice must include the corporation's name and a statement that it is being or has been incorporated under the Pennsylvania Business Corporation Law of 1988.
Where to publish: Arrange publication in an appropriate newspaper or legal publication. The statute uses the term "officially publish."
Proof of publication: Keep proof of publication with your corporation's internal records and minutes. The Department of State does not require you to file the proof with the state.
Keep formal records of the publication along with your other corporate formation documents. While proof of publication is not submitted to the state, retaining it in your corporate records is important evidence that your corporation followed Pennsylvania's formation requirements.
After filing your Articles of Incorporation and completing the publication requirement, you should hold an initial organizational meeting where your incorporator or initial directors formally start the business. At this meeting, you will typically:
Adopt the corporate bylaws.
Elect officers, such as a president, treasurer, and secretary.
Authorize the issuance of shares and issue initial stock to founders and investors.
Set the corporation's fiscal year.
Authorize opening a corporate bank account.
Need help drafting your Corporate Bylaws? Swyft Filings can simplify the process by preparing and drafting customized Corporate Bylaws. Start by completing a short questionnaire about your corporation's structure, shareholders, and management. Our specialists then draft your Corporate Bylaws and, if needed, a Shareholders' Agreement. You'll receive your completed documents ready for review and adoption as part of your corporation's organizational process.
After forming your Pennsylvania C Corp, apply for an Employer Identification Number (EIN) from the IRS. An EIN is a federal tax identification number used to identify your corporation for tax and other business purposes.
Here are the top reasons your Pennsylvania C Corp needs an EIN:
Opening a business bank account.
Hiring employees in Pennsylvania or any other state.
Filing federal and Pennsylvania corporate income tax returns.
Registering for Pennsylvania taxes through myPATH.
Applying for a business credit card or loan.
Keeping your personal Social Security number off business contracts.
The cost of forming a C Corp in Pennsylvania depends on the required state filing fees and any additional services you choose. Here's a quick breakdown of the main costs you may encounter:
| Cost | Fee |
|---|---|
| Articles of Incorporation | $125 |
| Required formation cost | $125 |
| Name Reservation (optional) | $70 |
| Name Availability Certificate (optional, up to 3 names) | $15 |
| Pennsylvania Corporation Annual Report Fee | $7/year |
Filing your Articles of Incorporation creates your Pennsylvania C Corporation, but you must meet several ongoing requirements to keep it in good standing and maintain its liability protection.
Pennsylvania introduced a new annual reporting requirement beginning in 2025, replacing the old decennial report system. Every domestic business corporation must now file an annual report each year.
Filing window: January 1 through June 30 each year
Fee: $7 per year
Where: Online through Pennsylvania Business Filing Services. Online annual reports are automatically approved and generally available within minutes
First report: Not due in the same calendar year the corporation is formed. A corporation formed in 2026 files its first annual report during the January 1 to June 30, 2027 filing window
Consequence of non-filing: Failure to file annual reports can eventually result in administrative dissolution or cancellation by the Department of State. Pennsylvania's enforcement of administrative dissolution for non-filers is scheduled to begin with reports due in 2027
You can consider a professional service like Swyft Filings to file the annual report on your behalf. Our specialists prepare and file the required annual report, and you receive confirmation once the filing is complete.
Depending on what your corporation does and where it operates, you may need state-level licenses, permits, or special registrations from the relevant Pennsylvania agency. Pennsylvania does not have a general business license that every corporation must obtain. However, certain industries, such as construction, healthcare, financial services, food service, and real estate, may require specific licenses or registrations from the appropriate state authority.
Local municipalities may also require separate business registrations, permits, or zoning approvals. The requirements for your Pennsylvania C Corp depend on your industry and where your business operates. Check with your local municipality and the Pennsylvania Business One-Stop Shop to identify the licenses and permits that apply to your business. You can also use Swyft Filings' business license research service to help identify applicable requirements, application links, and renewal information.
Keep your Articles of Incorporation, any amendments, current bylaws, shareholder records, stock issuance ledger, and minutes from all board and shareholder meetings. The Pennsylvania Department of State does not require corporations to file bylaws, but Pennsylvania law requires corporations to keep certain records available for shareholder inspection.
Understanding Pennsylvania's tax obligations is an important part of planning your C Corporation's finances. Pennsylvania C Corporations are subject to taxes at both the federal and state levels.
The corporation pays federal corporate income tax at a flat 21% rate on its taxable income and files Form 1120 annually with the IRS. Shareholders are then taxed separately on any dividends they receive from the corporation, which is the "double taxation" that distinguishes a C Corporation from an S Corporation or LLC.
Pennsylvania imposes a Corporate Net Income Tax (CNIT) on the net income of C Corporations doing business in Pennsylvania. For tax year 2026 (tax years beginning January 1, 2026 through December 31, 2026), the CNIT rate is 7.49%. Corporations file a CNIT return annually with the Pennsylvania Department of Revenue and may be required to make estimated quarterly tax payments depending on their expected liability.
Depending on your corporation's activities and whether it has employees, additional Pennsylvania taxes may apply:
Sales and Use Tax: Pennsylvania's sales tax rate is 6% (plus local rates in some jurisdictions). If your corporation sells taxable goods or certain taxable services, register for sales and use tax through myPATH before making taxable sales.
Employer Withholding Tax: If your corporation hires employees, it must register for and remit Pennsylvania income tax withholding on employee wages through myPATH.
Unemployment Compensation Tax: Corporations with employees must also register with the Pennsylvania Department of Labor and Industry for unemployment compensation contributions.
Pennsylvania Capital Stock Tax: Pennsylvania phased out its capital stock and franchise tax. C Corporations operating in Pennsylvania are not subject to this tax for current tax years.
Register for applicable Pennsylvania taxes through the Pennsylvania myPATH portal after obtaining your EIN from the IRS.
Starting a Pennsylvania C Corp involves paperwork and ongoing requirements, from setting up your corporation and share structure to keeping up with state filings. Swyft Filings can help you form your Pennsylvania corporation for free, so you can focus on getting your business up and running.
$0 + State Filing Fees
*Disclaimer: This guide provides general information about forming a C Corporation in Pennsylvania and is not a substitute for legal, tax, or financial advice.*
C Corp rules, filing costs, and corporate tax structures vary by jurisdiction. Select any state below to view its specific C Corp laws.