Frequently Asked Questions and Answers
Q: Why do so many businesses file in Pennsylvania?
A: Pennsylvania is a logical jurisdiction in which to incorporated for any corporation doing business or expecting to do business anywhere in the United States, and especially if the corporation will have any activities in Pennsylvania. This is so whether or not the corporation is a publicly held corporation.
Q: Does the Bureau issue licenses which are required for corporations to conduct specific business activities?
A: No. Corporations are formed and fictitious names are registered by filings made with the Corporation Bureau. You should, however, contact your local county, township, city, or borough for additional licensing requirements that may apply to your business.
Q: Must I seek legal counsel to incorporate?
A: No, but there are many pitfalls for the unwary. You should consult with an attorney for advice about the many state and federal laws that might apply to your business. Please be advised that the Corporation Bureau acts in an administrative capacity only.
Q: Is it a requirement to have a Pennsylvania address in order to have a business in the Commonwealth?
A: Yes, the only entities not required to have a Pennsylvania address are trademarks and fictitious names.
Q: Is it a requirement to have more than one officer to form a corporation?
A: No, one officer is sufficient.
Q: Does Pennsylvania require annual filings for documents?
A: Pennsylvania requires annual filings for all limited liability partnerships, domestic and foreign, as well as by restricted professional limited liability companies, domestic and foreign. Nonprofit corporations are also required to file annual reports if there has been a change in corporate officers during the preceding calendar year.
Q: Does the Department of State have the ability to amend the list of corporate officers on their records?
A: Changes in corporate officers are made by completing form REV. 1605 CT (names of corporate officers) and mailing to the Department of Revenue when filing tax reports. This form may be obtained and mailed to:
Department of Revenue
Bureau of Receipts and Control
Harrisburg, PA 17128-0430.
This form may also be obtained via the Internet at www.revenue.state.pa.us . Any questions or concerns regarding the form may be answered by calling the Department of Revenue Taxpayer Service and Information Center at (717) 787-1064. After receipt, the Revenue Department will notify the Bureau of Corporations and Charitable Organizations of the officer changes and they will be reflected on our records.
Q: Does Pennsylvania utilize registered agents?
A: No. Our records indicate a registered office address. Service of Process may be sent to the registered address of the entity that appears on our records. The Secretary of the Commonwealth may accept service as ordered by a Pennsylvania judge. The court order accompanied by the complaint should be sent certified mail to the Department of State; return receipt requested. The statutory fee is $70 for each defendant to be served.
Q: Does a foreign corporation have to supply a good standing certificate or copies of its articles of incorporation when it qualifies to do business in Pennsylvania?
A: No. They simply complete the certificate of authority form and docketing statement.
Q: Can corporate seals and corporate kits be obtained from the Bureau of Corporations and Charitable Organizations?
A: No. They may be obtained from a local stationery store or any office supply store.
Q: Are bylaws required to be filed with filing documents?
A: No. Bylaws are kept with the records of the business.
Q: Does the Bureau issue certificates as evidence of filing?
A: No. However, certificates can be formulated for an additional fee of $70.
Q: Is a list of new businesses or associations available from the Bureau?
A: Yes. Lists of all new associations filed within a specific time period are generated on a monthly basis. Lists evidencing specialized data can also be supplied. The information contained on these lists are name, file date, address, purpose, if applicable, entity number and owners (fictitious names only). The fee is 25 cents per name.
Q: What type of information can the Bureau offer?
A: The bureau's function is that of a filing agency and keeper of records. The bureau may assist in registration of businesses or in obtaining information on existing businesses. The bureau does not legislate, administrate or enforce penalties incurred by entities for non-registration.
Q: Where do I obtain tax information in Pennsylvania?
A: Pennsylvania tax information may be obtained by contacting the Department of Revenue's new Taxpayer Services Center at (717) 787-1064. Federal tax information may be obtained by contacting the Internal Revenue Service at (800) 829-1040.
Q: Is there a Pennsylvania corporate reference guide?
A: Yes. "A Guide to Business Registrationin Pennsylvania" may be obtained by calling the Bureau's Automated Forms Ordering System at (717) 772-0677. Additionally, the Pennsylvania Department of Community of Economic Development publishes a booklet titled "Entrepreneur's Guide Starting and Growing a Business in Pennsylvania." Copies may be requested directly from the Department of Community and Economic Development at (800) 280-3801, or viewed on its Web site at www.newpa.com.