Pennsylvania Corporation Bureau

The Pennsylvania Corporation Bureau, Department of State ("the agency"), P.O. Box 8722, Harrisburg, PA 17105, street address 206 North Office Building Harrisburg, PA 17120, (717) 787-1057 handles .Corporations and LLC filings.

Under Pennsylvania law, every proceeding for the organization of corporations, both for-profit and nonprofit, and every ancillary transaction relating to such corporations is required to be filed with the agency. Other businesses registering include professional corporations, municipal authorities, limited partnerships, foreign corporations qualifying to do business in the Commonwealth and individuals and corporations conducting business under an assumed or fictitious name. As the official record keeper of business documents, the agency can provide certain information on all registered businesses.

The agency advises that "a corporation is the most complex form of business organization... a legal entity which acts as a single person and is created under state statutory law....Business activities are restricted to those designated in the articles. Articles of Incorporation are not required by law to be prepared by an attorney; however, because of complex legal issues involved, including tax considerations, it is advisable to seek legal counsel to assure that all legal consequences receive proper consideration."

"Publication...must be made in two newspapers of general circulation, one a legal journal, if possible. Proofs of the advertising are not required to be...[filed]... but should be filed with the minutes of the corporation. The advertisements must contain the name of the proposed corporation and a statement that the corporation is to be or has been organized under the provisions of the BCL of 1988."

Here, as in most states, the question is what to put in the articles and what to reserve for the bylaws (or for the operating agreement in the case of an llc). While there is no firm rule on this question, the fact that amendments to the articles must be filed with the state (incurring additional costs) favors deferring as much as possible of the optional provisions for the bylaws, rather than putting those optional provisions in the articles. Conversely, where there are multiple participants involced, including those optional provisions in the articles can provide a measure of security to the minority participants.

For matters not unique to this state, but common to many states, see common concerns.