--- title: "How to Form a Corporation in Pennsylvania: Steps, Fees & Filing 2026 | LLC Attorney" description: "Incorporating in Pennsylvania takes a $125 Articles of Incorporation filing, one director, a newspaper publication step, and a $7 annual report due June 30." canonical: https://llcattorney.com/states/pa/corporation-formation-pennsylvania image: https://llcattorney.com/images/share-cover.png source_path: /states/pa/corporation-formation-pennsylvania --- Key Takeaways - $125 Articles of Incorporation filing fee (DSCB:15-1306 (filed with docketing statement DSCB:15-134A)) paid to the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations - Minimum 1 director required (15 Pa.C.S. § 1723) - Annual Report (DSCB:15-146 (online at file.dos.pa.gov)) due within by June 30 of the year after incorporation, $7 fee; loss of name protection and eventual administrative dissolution for continued non-filing late penalty - Corporate Net Income Tax of 7.49% for 2026 on Pennsylvania-apportioned income, stepping down 0.5 points annually to 4.99% by 2031; no franchise or capital-stock tax; $7 annual report due June 30 - Registered Office with a physical Pennsylvania street address required - Newspaper publication required (15 Pa.C.S. § 1307) — advertise the incorporation once in two general-circulation papers, one a legal journal; keep the affidavits, do not file them with the state - S-Corp election available via IRS Form 2553 within 75 days of formation; PA S-Corp income is taxed to shareholders at the flat 3.07% rate, not the 7.49% CNIT - Same-day filing available through LLC Attorney at no markup on state fees Incorporating in Pennsylvania means filing Articles of Incorporation (Form DSCB:15-1306) with the Department of State for $125, appointing at least one director, naming a Pennsylvania registered office, and completing a newspaper-publication step under 15 Pa.C.S. § 1307. Once formed, the corporation files a $7 annual report by June 30 and pays the Corporate Net Income Tax — 7.49% for 2026 and falling each year toward 4.99% in 2031. This guide walks through every step and cost of forming a Pennsylvania C-Corporation, with same-day filing available through LLC Attorney starting at $49. $125Articles of Incorporation filing fee 1Minimum directors (15 Pa.C.S. § 1723) 7.49%Corporate Net Income Tax (2026) $49LLC Attorney formation starting price ## C-Corp vs LLC in Pennsylvania Most first-time business owners in Pennsylvania choose an LLC, which skips both the newspaper-publication step and the 7.49% Corporate Net Income Tax. A Pennsylvania corporation earns its keep in specific cases — chiefly when you plan to raise outside capital, grant stock options, or eventually sell, where the C-Corp share structure is a requirement rather than a preference. ### Choose a Pennsylvania corporation when: - **You plan to raise venture capital or institutional investment.** VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs. - **You want to issue stock options to employees (ISOs).** Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs. - **You expect to eventually go public or sell to a public company.** Public markets operate on corporate stock mechanics. - **You are in a regulated industry** where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties. ### Stick with an LLC when: - You are a small business with one or a few owners who will not need institutional investment. - Pass-through taxation without payroll complexity is the priority. - You do not need stock option plans or institutional investment mechanics. ### Why and when to incorporate in Delaware vs your home state Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware. If you are not raising outside capital, Pennsylvania is usually the better choice. A Delaware corporation operating in Pennsylvania still has to register as a foreign corporation there, pay Pennsylvania fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment. ## What's Unique About Corporations in Pennsylvania? Pennsylvania carries two requirements most states dropped long ago, plus a tax structure that has been moving in incorporators' favor. The state still requires newspaper publication of the incorporation, and it uses the "registered office" framework rather than a named registered agent. At the same time, Pennsylvania has eliminated its franchise and capital-stock taxes entirely and is phasing its Corporate Net Income Tax down from 9.99% in 2022 to 4.99% by 2031 — making it progressively cheaper to operate a C-Corp here. Act 122 of 2022 also replaced the old once-a-decade report with a $7 annual report that started in 2025. Key Pennsylvania-specific requirements: - Articles of Incorporation (not "Articles of Organization" — that is the LLC filing document) - Board of one or more directors (15 Pa.C.S. § 1723); statutory president, secretary, and treasurer required (§ 1732) - Corporate Net Income Tax of 7.49% for 2026 on Pennsylvania-apportioned income, stepping down 0.5 points annually to 4.99% by 2031; no franchise or capital-stock tax; $7 annual report due June 30 - New $7 annual report due June 30 (Act 122 of 2022, first required in 2025) — corporations file earlier than the September 30 LLC deadline - Corporate Net Income Tax phasing down 0.5 points a year to 4.99% by 2031 — and no franchise or capital-stock tax at all ## Selecting a Name for Your Pennsylvania Corporation Your corporation's name must comply with Pennsylvania naming requirements: - Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another Pennsylvania-approved designator (15 Pa.C.S. § 1303) - Must be distinguishable from all existing Pennsylvania entities in the Pennsylvania business entity search - Pennsylvania accepts the full set of corporate designators — Corporation, Incorporated, Company, Limited, or their abbreviations (Corp., Inc., Co., Ltd.) — and a name using only Company or Co. must not imply the entity is a partnership or a natural person - Names implying government affiliation or banking activity are restricted Search the Pennsylvania business entity search at file.dos.pa.gov before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Articles of Incorporation. **Name reservation:** file a name reservation with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, $70 fee, holding the name for 120 days. Recommended if your paperwork takes more than a few days to prepare. ## Directors, Officers, and Shareholders in a Pennsylvania Corporation A Pennsylvania corporation has three distinct roles: **Shareholders** own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations. **Directors** govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. Pennsylvania's director requirements: Pennsylvania requires a board of one or more directors (15 Pa.C.S. § 1723). Directors need not be Pennsylvania residents or U.S. citizens, and the Articles of Incorporation do not have to name them — the incorporators can appoint the initial board in the organizational consent. Pennsylvania also requires statutory officers: a president, a secretary, and a treasurer (15 Pa.C.S. § 1732), and the president and secretary must be natural persons of full age. **Officers** (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. Pennsylvania requires a president, a secretary, and a treasurer, though one person may hold all three offices (15 Pa.C.S. § 1732). One individual can be the sole director and simultaneously serve as president, secretary, and treasurer — Pennsylvania expressly allows any number of offices to be held by the same person. ## Designating a Registered Office Every Pennsylvania corporation must designate a Registered Office — a person or entity with a physical Pennsylvania street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation. Pennsylvania is unusual in not using the term "registered agent" for corporations — Title 15 instead requires a registered office, a physical Pennsylvania street address where service of process and state mail are received during business hours. A P.O. box does not qualify on its own. You may list your own Pennsylvania address or use a Commercial Registered Office Provider (CROP), a state-recognized service that supplies the address and accepts mail on your behalf, which is how out-of-state owners satisfy the requirement. If the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations cannot deliver legal notices to your Registered Office, Pennsylvania can administratively administratively dissolve your corporation. LLC Attorney's Pennsylvania Registered Office service is $125/year. ## Pennsylvania Corporation Costs and Compliance Fee Amount Notes Articles of Incorporation (DSCB:15-1306 (filed with docketing statement DSCB:15-134A)) $125 Standard processing: roughly 3 to 5 business days for online filings; 4 to 6 weeks by mail Same-day service $100 Additional to the $125 base fee Annual Report (DSCB:15-146 (online at file.dos.pa.gov)) $7 loss of name protection and eventual administrative dissolution for continued non-filing late penalty if missed Corporate Net Income Tax + annual report 7.49% of PA income (2026) + $7 report CNIT phases down to 4.99% by 2031; report due June 30; no franchise or capital-stock tax Name reservation $70 Holds name for 120 days Certificate of Amendment $70 To change corporate name or structure Registered Office (professional) $49–$300/yr LLC Attorney service available ## How to Form a Corporation in Pennsylvania ### If You Do It Yourself **Step 1 — Choose a corporate name that complies with Pennsylvania's requirements.** Your corporate name must be distinguishable from all existing Pennsylvania entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in 15 Pa.C.S. § 1303). Search the Pennsylvania business entity search at file.dos.pa.gov before preparing any documents. Run your name through the Pennsylvania business search at file.dos.pa.gov, which confirms state availability but not trademark rights — clear the name separately against the USPTO database if you plan to build a brand on it. **Step 2 — Reserve your corporate name (recommended).** File a name reservation with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, $70 fee, good for 120 days. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents. **Step 3 — Decide your director structure before opening the formation form.** Pennsylvania requires 1 director at formation. Decide your board size before you draft the bylaws, since the bylaws fix the number (or the range) of directors. A solo founder can run a one-director board; companies expecting outside investment usually set a small odd-numbered board to avoid deadlock and to leave room for an investor seat. Changing board size later is a bylaw amendment, not a state filing. Write down your director names and Pennsylvania addresses before you open the form — most state portals cannot save a partially completed filing. **Step 4 — Designate your Registered Office.** Every Pennsylvania corporation must have a Registered Office with a physical Pennsylvania street address. P.O. boxes are not accepted. If you have no Pennsylvania office, name a Commercial Registered Office Provider rather than a street address. LLC Attorney can serve as your Pennsylvania registered office and forward all state and legal mail to your client portal. **Step 5 — Complete the Articles of Incorporation (DSCB:15-1306 (filed with docketing statement DSCB:15-134A)).** Go to file.dos.pa.gov and use the current version of the Articles of Incorporation. Always file directly through the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations — outdated forms are rejected without refund. Complete it with: - Your exact corporate name including designator - Your Registered Office — full legal name and physical Pennsylvania street address - Your authorized share structure — state a single class of common stock — Pennsylvania places no cap on authorized shares and bases no tax on share count, so a clean 1,000 to 10,000,000 authorized shares is typical with no franchise-tax penalty - Director names and addresses - Incorporator signature (the person submitting the form; need not be a director or shareholder) - The aggregate number of shares the corporation is authorized to issue (Pennsylvania does not require par value to be stated and imposes no share-count tax) **Step 6 — File the Articles of Incorporation and pay the $125 fee.** File online at file.dos.pa.gov or by mail to the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations in Harrisburg. Online processing is roughly 3 to 5 business days for online filings; 4 to 6 weeks by mail under normal volume. - Same-day service: $100 additional (total: $225) - Pennsylvania offers same-day expedited processing for an added $100 when documents are received before 10:00 AM Eastern; faster tiers cost $300 for 3-hour service (received before 2:00 PM) and $1,000 for 1-hour service (received before 4:00 PM), and expedited requests must be submitted in person rather than by mail. **Step 7 — Wait for your approved Articles of Incorporation.** Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations approves your filing. Standard processing is roughly 3 to 5 business days for online filings; 4 to 6 weeks by mail; 6 to 8 weeks by mail when filing volume is heavy during peak filing season. Keep your approved Articles of Incorporation — every bank, licensing board, and counterparty will request it. **Step 8 — Hold your organizational meeting and adopt bylaws.** After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. Pennsylvania does not require bylaws to be filed with the Department of State — keep them with your corporate records. Pennsylvania bylaws are adopted by the incorporators or the initial board and govern shareholder meetings, the size of the board, and officer duties under Title 15 — draft them to fit your actual ownership rather than relying on a boilerplate set that may conflict with your Articles. A generic template may omit Pennsylvania-specific provisions and may not align with your share structure. **Step 9 — Issue stock to founders.** Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Because Pennsylvania levies no tax tied to authorized shares (unlike Delaware), you can authorize a generous share count without inflating any annual bill. Set enough authorized shares at the outset to cover an option pool and future issuances so you avoid amending the Articles and paying the $70 amendment fee later. **Step 10 — File your initial Annual Report (DSCB:15-146 (online at file.dos.pa.gov)) within by June 30 of the year after incorporation.** After your Articles of Incorporation is approved, you have by June 30 of the year after incorporation to file DSCB:15-146 (online at file.dos.pa.gov) with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. This filing confirms your Registered Office address, principal office address, and director and officer contact information. Filing fee: $7. Missing the deadline triggers a loss of name protection and eventual administrative dissolution for continued non-filing penalty. **Step 11 — Apply for your federal EIN.** Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099). **Step 12 — Open a corporate bank account.** Required documents: your approved Articles of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs. **Step 13 — Register for Pennsylvania state taxes.** Your federal EIN does not automatically register you with Pennsylvania state agencies. Depending on your business type: - Pennsylvania sales and use tax (Pennsylvania Department of Revenue (6% state sales tax; +1% Allegheny County, +2% Philadelphia), if you sell taxable goods or services) — [revenue.pa.gov](https://revenue.pa.gov) - Pennsylvania employer payroll taxes (Pennsylvania Department of Labor and Industry, if hiring Pennsylvania employees) — [dli.pa.gov](https://dli.pa.gov) - Pennsylvania sales tax license (Department of Revenue, via myPATH) — required to sell taxable goods or services; Philadelphia and Allegheny County add local sales tax on the 6% base **Step 14 — Pay your Pennsylvania annual tax.** Pennsylvania has no franchise tax, so the recurring state obligation for a C-Corp is the Corporate Net Income Tax rather than a flat annual charge. The CNIT is 7.49% for the 2026 tax year and is filed on the RCT-101 return with the Department of Revenue, with estimated payments due quarterly once liability is expected. Account-management and payments run through the myPATH portal. Separately, file the $7 annual report (DSCB:15-146) with the Department of State by June 30. Budget for the CNIT based on projected Pennsylvania-apportioned profit, not on share count or net worth. **Step 15 — Decide whether to elect S-Corp tax treatment.** C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for Pennsylvania corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any Pennsylvania filing. Pennsylvania conforms automatically to the federal S-Corp election under Act 67 of 2006: any corporation with a valid federal Subchapter S election is treated as a Pennsylvania S corporation without a separate state filing. S-Corp income then flows through to shareholders, who pay Pennsylvania personal income tax at the flat 3.07% rate on their pro rata share — instead of the corporation paying the 7.49% Corporate Net Income Tax. A corporation that does not want PA S treatment must affirmatively opt out by filing Form REV-976. **Step 16 — Set annual compliance reminders.** Pennsylvania corporations must file and pay on a recurring basis: - Annual Report (DSCB:15-146 (online at file.dos.pa.gov)): Annually between January 1 and June 30, $7 fee — loss of name protection and eventual administrative dissolution for continued non-filing if missed - Corporate Net Income Tax (RCT-101): filed annually with the Department of Revenue at 7.49% for 2026 on apportioned income; plus the $7 annual report due June 30 — there is no separate franchise tax to track Missing these filings puts your corporation in bad standing with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations and Pennsylvania Department of Revenue. Suspension means you cannot file documents, defend lawsuits, or do business in Pennsylvania. If you would rather not manage this process, the service handles Pennsylvania corporation formation starting at $49. Ready to Launch Your Business in Pennsylvania?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation) ### If LLC Attorney Does It for You 1. Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Registered Office preference, fiscal year, and target formation date. No forms to find or download. 2. LLC Attorney files your Articles of Incorporation with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Office designation and initial Annual Report are included. 3. Receive your approved Articles of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a DSCB:15-146 (online at file.dos.pa.gov) deadline or annual tax payment. ## S-Corp Election for Pennsylvania Corporations — What You Need to Know An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your Pennsylvania corporation remains a Pennsylvania corporation; you are only changing how the IRS taxes it. **The S-Corp tax advantage:** a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings. **S-Corp payroll requirement:** if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties. Eligibility requirements: - 100 or fewer shareholders - All shareholders must be U.S. citizens or permanent residents - Only one class of stock (identical distribution and liquidation rights) - No institutional shareholders, partnerships, or non-resident alien shareholders **Pennsylvania treatment of S-Corps:** Pennsylvania conforms automatically to the federal S-Corp election under Act 67 of 2006: any corporation with a valid federal Subchapter S election is treated as a Pennsylvania S corporation without a separate state filing. S-Corp income then flows through to shareholders, who pay Pennsylvania personal income tax at the flat 3.07% rate on their pro rata share — instead of the corporation paying the 7.49% Corporate Net Income Tax. A corporation that does not want PA S treatment must affirmatively opt out by filing Form REV-976. **Filing deadline:** IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause. ## Pennsylvania Publication Requirement Pennsylvania requires corporations to publish a notice of incorporation in a newspaper of general circulation in the county where the principal office is located. This is a mandatory compliance step — failure to publish can jeopardize the corporation's standing. Publication requirements: - one insertion in each of two newspapers (not a multi-week run) consecutive weeks of publication - two newspapers of general circulation in the county of the registered office, one of which must be the legal journal designated by the county's rules of court for legal notices - An affidavit of publication must be filed with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations within no filing deadline with the state — publication may run before or after filing the Articles, and the proofs of publication are retained in the minute book rather than submitted to the Department of State - Typical cost: $100 to $400 combined, depending on the county and the newspapers' rates - Pennsylvania requires incorporators to advertise their intention to file, or the corporation to advertise the filing of, the Articles of Incorporation (15 Pa.C.S. § 1307). The notice runs one time in each of two newspapers of general circulation in the county where the registered office sits, and one of the two must be the county's designated legal journal. Unlike New York, the affidavits are not filed with the state — they are kept in the corporate records as proof of compliance. **Note:** while this is a legal requirement, there is no known precedent of a business facing penalties or having its corporate veil pierced due to failure to publish. This requirement is mandated by law but not actively enforced. Business owners should be aware of it and make an informed decision based on their own risk tolerance. We cannot advise clients to skip a legal obligation, but we believe it is important to understand the practical enforcement landscape when weighing compliance. ## When Should You Consult an Attorney for Your Pennsylvania Corporation? LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios: - **Multiple founders or investors:** share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind. - **S-Corp election analysis:** whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard. - **High-liability industry:** regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers. - **Raising capital:** if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file. - **Pennsylvania-specific wrinkles:** Pennsylvania may have corporate law provisions a generic national template does not cover correctly. ### Is Pennsylvania a State Where Legal or Tax Advice Matters More for Corporations? Pennsylvania's two non-obvious steps — the § 1307 newspaper publication and the registered-office (not registered-agent) requirement — trip up out-of-state founders who assume the process mirrors Delaware. An attorney or experienced formation service makes sure publication runs in the correct county papers including the legal journal, that a compliant registered office or Commercial Registered Office Provider is named, and that you have weighed the automatic PA S-Corp treatment (3.07% to shareholders) against the 7.49% Corporate Net Income Tax before you file. ## What You Actually Get When You Incorporate in Pennsylvania with LLC Attorney A Pennsylvania corporation that has only been filed with the state is not finished. The Articles create the entity, but they do not give you the bylaws, board consents, stock records, or the § 1307 publication proof that make the corporation function and stay compliant. A "$0 filing" that leaves those out is not free — it is incomplete, and in Pennsylvania an incomplete corporation is one that skipped a legally required publication step. Included with LLC Attorney corporation formation, starting at $125: - Same-day or 24-hour Pennsylvania filing at no markup on the state fee. Most services charge extra to expedite. - Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates. - Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one. - Federal EIN, obtained for you. - Pennsylvania Registered Office service at $125/year, included to keep you in good standing. - S-Corp election guidance when pass-through tax treatment is the right call for your situation. - Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer). Because Pennsylvania bolts a newspaper-publication step and a registered-office requirement onto an otherwise low-cost filing, the value here is making sure both are handled correctly the first time — along with the bylaws, stock records, and tax-election guidance a freshly filed corporation still lacks. ## Starting Your Pennsylvania Corporation with LLC Attorney Pennsylvania's corporate formation requirements are affordable but carry two easy-to-miss steps — the § 1307 newspaper publication, the registered-office requirement, and the choice between PA S-Corp pass-through and the 7.49% Corporate Net Income Tax. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later. The service handles Pennsylvania corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, Pennsylvania publication compliance and the S-Corp versus C-Corp tax election, and annual tax planning. See our [full pricing](/pricing) for all service tiers. Ready to Launch Your Business in Pennsylvania?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation) ## Frequently Asked Questions How long does it take to form a corporation in Pennsylvania? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Pennsylvania processes online Articles of Incorporation at file.dos.pa.gov in about 3 to 5 business days; mailed filings take 4 to 6 weeks, and longer during heavy periods. Same-day expedited processing is available for an additional $100 when documents are received in person before 10:00 AM Eastern, bringing the total to $225. Remember that the corporation is not fully compliant until the § 1307 newspaper publication has also run. What is the difference between a C-Corp and an S-Corp in Pennsylvania? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) A C-Corp and an S-Corp are the same Pennsylvania corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your Pennsylvania formation documents. Because Pennsylvania automatically honors the federal S election, the analysis is the federal one — reasonable salary versus distributions and shareholder eligibility — not a separate state choice. Can a single person form a corporation in Pennsylvania? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. A single person can incorporate in Pennsylvania and act as the only director while holding all three statutory offices — president, secretary, and treasurer — because § 1732 permits one person to hold any number of offices. You still have to keep up corporate formalities: adopt bylaws, document an organizational consent, issue stock to yourself, complete the newspaper publication step, and keep corporate funds separate from personal funds to preserve the liability shield. What taxes does a Pennsylvania corporation have to pay? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) A Pennsylvania C-Corp pays the Corporate Net Income Tax at 7.49% for 2026 on the share of income apportioned to Pennsylvania; that rate drops 0.5 points each year under Act 53 of 2022, reaching 4.99% in 2031. Pennsylvania charges no franchise tax and no capital-stock tax, so there is no minimum entity-level fee beyond the $7 annual report. At the federal level a C-Corp pays the 21% corporate income tax unless it elects S-Corp treatment, in which case Pennsylvania honors the federal election automatically. What is the Annual Report and when is it due? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Pennsylvania corporations file a $7 annual report (Form DSCB:15-146) online at file.dos.pa.gov, due between January 1 and June 30 each year. This is a new obligation: Act 122 of 2022 replaced Pennsylvania's old decennial report with a yearly filing that began in calendar year 2025, and corporations carry an earlier June 30 deadline than LLCs (which file by September 30). A corporation that fails to file becomes subject to administrative dissolution and loses the exclusive right to its name after the state's grace period. Does a Pennsylvania corporation need bylaws? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Pennsylvania does not require corporations to file bylaws with the Department of State. However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws. What happens if I miss the annual tax deadline? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Pennsylvania imposes no franchise tax, so there is no franchise-tax late penalty. The risks are on two other fronts: unpaid or underpaid Corporate Net Income Tax accrues interest and penalties through the Department of Revenue, and a missed $7 annual report eventually leads the Department of State to administratively dissolve the corporation and release its name for others to claim. File both on time to keep the entity in good standing. Can I change my Pennsylvania corporation to an LLC later? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. Pennsylvania allows a corporation to convert to an LLC by filing a Statement of Conversion together with the LLC's Certificate of Organization with the Department of State. The conversion is a taxable event for federal purposes and can trigger gain recognition, so model the tax consequences with a CPA before converting — for some companies it is cleaner to dissolve and re-form depending on assets and basis. An attorney consultation can map the most tax-efficient path for your situation. What happens if my Registered Office cannot be reached? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) If Pennsylvania is unable to deliver legal notices to your Registered Office, the state can administratively administratively dissolve your corporation. This can happen without direct notice to you. A professional Registered Office service ensures a qualified person is available during business hours at a physical Pennsylvania address to receive any legal documents on your behalf. ## Learn More About Pennsylvania - [Pennsylvania LLC Formation](/states/pa/llc-formation-pennsylvania) - [Pennsylvania Registered Agent](/states/pa/registered-agent-pennsylvania) - [Pennsylvania EIN Number](/states/pa/ein-number-pennsylvania) - [Pennsylvania Anonymous LLC](/states/pa/anonymous-llc-pennsylvania)