Online Pennsylvania Corporation FAQ

How do I form a corporation in Pennsylvania?

In Pennsylvania, you create a corporation by filing "articles of incorporation" with the Department of State's office and paying a filing fee. You'll also need corporate bylaws and resolutions signed by the board of directors, though these documents don't need to be filed with the Department of State. Your bylaws explicitly state the rights and responsibilities of the shareholders and directors and govern how your corporation will be run.

After your articles of incorporation have been filed and you sign corporate bylaws, your corporation is official, but you will still need to obtain the licenses and permits that all new businesses must have to operate. These may include a business license (sometimes also referred to as a "tax registration certificate"), a federal employer identification number, a sellers' permit, or a zoning permit. Forming a corporation does not exempt you from any of these requirements that apply to all businesses.

For more information, see the Licenses & Permits for Your Business area of Nolo's website.

To begin creating your Pennsylvania corporation, visit the Online Corporation page at the Nolo website.

Back to top

Do I need to file a beneficial ownership information report for my corporation?

All corporations, unless exempt, must complete a Beneficial Ownership Information (BOI) Report by the appropriate deadline. You must file your BOI report with the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. File online through FinCEN's BOI E-Filing System.

In your BOI report, you must provide basic information about:

  • your corporation (the reporting company)
  • the individual who filed your corporation's formation documents (the company applicant), and
  • your corporation's beneficial owners (those owners who either own or control at least 25% of your corporation's interests or have substantial control over your corporation).

Your filing deadline and the information required for your BOI report depend on when you formed your corporation.

If you formed your corporation in 2024, then you must file your BOI report within 90 days of when either you received actual notice or when your state's filing office provided public notice of your corporation's creation, whichever is earlier. If you formed your corporation in 2025 or later, then your deadline is reduced to 30 days.

If you formed your corporation in 2023 or earlier, you must file a BOI report by January 1, 2025. You don't need to complete the section related to the company applicant in the BOI report. This section only applies to companies formed on or after January 1, 2024.

There's no charge for filing a BOI report. You can learn more about FinCEN's new reporting requirement and how it applies to your corporation in our article on BOI reports.

Back to top

How much will it cost to form my Pennsylvania corporation?

The price of Nolo's Online Pennsylvania Corporation formation service varies depending on your needs.

Nolo's Basic Service. The price starts as low as $49 for Nolo's Basic Service, which includes preparation and filing of the articles of incorporation, a written consent form (in lieu of minutes) for the first meeting of the board of directors, including banking resolutions, and standard filing, which will take six to nine weeks.

Nolo's Standard Service. Our Standard Service package, for $149, gets you all of the benefits of the Basic Service plus preparation of the IRS application for an employer tax ID (Form SS-4) and our Business Forms Bundle, containing 30 forms and contracts that every small business needs. Includes access to NoloCloud Legal Forms for business anywhere at any time from your account. Processing time is six to nine weeks.

Nolo's Express Premiere Service. Includes Nolo's Standard Service plus Priority Rush Filing, a personalized corporate record book that is foil-stamped with your company name, 20 personalized stock certificates, and a personalized corporation seal, for $299. With Priority Rush Filing, your articles of incorporation will be filed with the Department of State within one business day, and you'll receive your final corporate documents three to six weeks later. Your corporate records kit will be sent to you directly from the manufacturer.

Note that filing fees charged by the state are not included in our package prices. The Department of State charges $125. This filing fee will be added to your total when you check out.

To compare Nolo's corporate packages for Pennsylvania corporations, see our package and pricing details. Please note that coupon codes are not applicable to corporate packages.

Back to top

How long will it take to form my Pennsylvania corporation?

With the Basic or Standard Service, your corporation will be formed, and you will receive your final corporate documents, in six to nine weeks.

With the Priority Rush Filing that comes with Nolo's Express Premiere Service, your articles of incorporation will be filed with the Department of State within one business day, and you'll receive your final corporate documents three to six weeks later, depending on the Department of State's processing times. Your corporate records kit will be sent to you directly from the manufacturer.

While Nolo will make all efforts to expedite your articles of incorporation, the Pennsylvania Department of State does experience fluctuations in processing times, so turnaround times may vary. Note: As of spring 2022, the Department of State is experiencing staffing shortages and is taking six to eight weeks to process corporate formation paperwork.

Back to top

Will I have to pay taxes on my Pennsylvania corporation?

Pennsylvania state taxes. For most corporations doing business in Pennsylvania, corporate net income tax returns are due each year, 30 days after the original due date of the corporation's federal tax return. You can file the tax return online at the Pennsylvania Department of Revenue's website.

Federal income tax on C corporations. The Tax Cuts and Job Act of 2017 established a new single flat tax rate of 21% for corporations. This replaces the corporate tax rates ranging from 15% to 35% that corporations paid under prior law.

Federal income tax on S corporations. The IRS does not impose taxes on S corporations; S corporation income is reported on the shareholders' individual tax returns.

Back to top

Do I need a lawyer to form a corporation in Pennsylvania?

You can form your own corporation online by using Nolo's Online Corporation service. We will walk you through the information needed to form a corporation. If you have a complex question, you may want to consult a business lawyer or tax expert.

If you are trying to convert an LLC or partnership into a corporation, you should consult an attorney. There are some legal and tax ramifications to closing down an existing business and starting a new one that are beyond the scope of our service.

Back to top

Does Pennsylvania require that corporations have bylaws?

Pennsylvania's Department of State does not require you to file written bylaws, but our customized bylaws help ensure that courts will respect the shareholders' personal liability protection, help to avert misunderstandings among the shareholders over finances and management, lay out the procedures for handling the departure and addition of shareholders, and more. Every corporation needs bylaws to outline the corporate structure and establish the powers of directors, officers, and shareholders.

Nolo offers an online form you can use to create customized bylaws for your corporation. You can learn more about bylaws in the Corporations section of Nolo's website.

Back to top

Can I form a corporation in Pennsylvania if my business will operate in a different state?

Corporations formed in Pennsylvania are not required to have a principal office in Pennsylvania, but you would need to qualify your corporation to do business in another state—and this means you would have to file additional paperwork and pay additional fees in the other state. For more information on whether you'll need to qualify to do business in certain states, read Nolo's article Qualifying to Do Business Outside Your State on Nolo's website. Note that if you don't register to do business in another state when required, you won't be able to enforce contracts in that state.

Likewise, if you were to form a corporation out of state, say in Delaware, you would still need to qualify your corporation to do business in Pennsylvania.

Also, be ready for some state tax complications if you form your corporation in a state that's different from the state where all of its shareholders live. For one thing, the shareholders might have to pay personal income taxes in the other state on corporation income. (At best, you might get credit for those taxes in your home state and not have to pay twice. At worst, you might have to pay taxes you wouldn't have had to pay at home.) Other state taxes vary from state to state, and might influence your choice of location for a corporation. A corporation—like any business—has to pay franchise taxes, sales and use taxes, other transaction and excise taxes, and employment, property, and transfer taxes.

In addition, you need to maintain a registered agent in the state in which you incorporate.

To avoid these hassles, most smaller corporations that will operate only in Pennsylvania form their corporation in Pennsylvania.

Back to top

Do corporate shares need to be registered as securities in Pennsylvania?

A share of stock in your corporation is classified as a security under both Pennsylvania and federal securities laws that regulate the offer and sale of corporate stock. The federal government exempts most small corporations from these laws. Federal law exempts "private offerings": non-advertised sales to a limited number of people (generally 35 or fewer).

Pennsylvania has two exemptions that exempt the sale of stock to a small number of shareholders under certain conditions. The small issuer exemption is a one-time exemption that permits share sales by Pennsylvania corporations to up to 10 investors, including those outside Pennsylvania, provided that:

  • the sales begin after the corporation is formed
  • the sales are not advertised,
  • no one affiliated with the corporation has a history of securities violations and
  • the corporation does not offer to sell shares to more than 90 Pennsylvania residents during any 12-month period. (Pennsylvania Code Section 203.187.)

The sales to principals exemption permits unlimited share sales by Pennsylvania corporations to "principals"—this includes:

  • the corporate officers and directors
  • shareholders who own 10% or more of the outstanding shares
  • corporate promoters, and
  • immediate relatives of any of the above. (Pennsylvania Code Section 203.184.)

No Pennsylvania securities registration or other filing is required for share offerings that qualify for either exemption. With our service, each shareholder will receive a shareholder representation letter to sign, stating their relationship to the corporation.

You can find more information about Pennsylvania exemptions here: The Department of Banking and Securities regulates state securities exemptions in Pennsylvania.

Back to top

Does forming a corporation mean I don't need Pennsylvania business licenses or permits?

Forming a corporation does not take the place of obtaining a business license, tax registration certificate, and other required business permits. A corporation merely creates an ownership setup that limits the owners' personal liability. For more information on required licenses and permits, see the Licenses & Permits for Your Business area of Nolo's website.

Back to top

How can a Pennsylvania corporation be ended after it has been formed?

Your corporation will exist—and incur taxes and fees, whether or not you are actively operating a business—until you take legal steps to dissolve it. If you decide to discontinue business as a corporation, you must file a certificate of dissolution or similar document with the Pennsylvania Department of State.

For general information on closing a business, read the article Closing Your Business: What You Need to Do on Nolo's website.

Back to top

Does Nolo form professional corporations in Pennsylvania?

No, Nolo does not form professional corporations. In Pennsylvania, some professionals can form professional corporations (PCs), including CPAs, public accountants, chiropractors, dentists, physicians, podiatrists, architects, veterinarians, attorneys, and life insurance agents, but they can also form regular corporations. You should consult with a lawyer if you are interested in forming a professional corporation.

Back to top

How long do I have to work on my corporate order?

You have as long as you like to work on your corporate formation on When you fill out information in the corporation interview, your answers are automatically saved.

Back to top

What happens after I complete the corporation interview?

You will receive a confirmation email, and your articles of incorporation will be generated and sent to the Department of State.

If you ordered Nolo's Express Premiere Service, your corporate records binder and company seal will be sent to you independently, directly from the manufacturer.

When we send you your final corporate documents, we will also send instructions on a few more steps you need to take, which include holding an initial meeting of your directors and shareholders (who are likely the same persons). You'll also receive details related to filing your BOI report, including your filing deadline, instructions on how to file, and your company applicant's FinCEN ID, which you must use to complete your BOI report.

After completing your corporation interview, you may no longer go back and change your answers because your order is being processed. You may, however, view your answers by signing in to your Nolo account at, clicking on My Account, and clicking on Pennsylvania corporation.

Once we send your documents to the Department of State, we cannot refund your state filing fees and other third-party costs, such as courier and delivery services, should you decide to cancel your order. If you have a question after submitting your order, you may contact our filings specialists by going to

After you receive the articles of incorporation from the Pennsylvania Department of State, keep the document in a safe place. You won't need to do anything else with the articles. You will see Nolo's information printed in the upper left hand corner (along with the words "Fee: $125") because the Department of State returns your formation documents to Nolo (and Nolo will have already paid the fee). The document you receive will be for your records only, and does not need to be returned to Nolo.

Back to top

What if I want to change the information I gave you for my new corporation?

You can take as much time as you like to work on your answer choices. Every time you add or edit an answer, your work is automatically saved.

After completing your corporation interview, you may no longer go back and change your answers because your order is being processed. You may, however, view your answers by signing in to your Nolo account at, clicking on My Account, and clicking on Pennsylvania corporation.

Back to top

Where can I learn more about Pennsylvania corporations?

To learn more about corporations, visit the Corporations area of Nolo's website or read Nolo's book Incorporate Your Business, by Anthony Mancuso.

Back to top