How to Form a Professional Corporation in Pennsylvania (2023 Guide)

Forming a professional corporation (PC) in Pennsylvania is an important step for professionals looking to establish a business entity that provides limited liability protection. Pennsylvania has certain requirements and regulations that need to be followed to successfully form a professional corporation. In this guide, we will provide a step-by-step overview of the process.

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Step 1: Choose a Professional Service

The first step to forming a professional corporation in Pennsylvania is choosing the specific professional service that your corporation will offer. Pennsylvania recognizes many professions as eligible for forming a professional corporation, including doctors, lawyers, engineers, accountants, real estate agents, and many others.

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Step 2: Determine Shareholders and Directors

Once you have determined the specific professional service, the next step is to determine the shareholders and directors of your professional corporation. Pennsylvania law requires that a PC must have at least one shareholder and one director, who can be the same person.

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Step 3: Choose a Name

Choosing a proper and unique name for your professional corporation is an essential step. The name of your PC should indicate that it is a professional corporation. For example, adding "PC" or "P.C." at the end of your chosen name helps differentiate it from other types of corporations.

You must also check the availability of your chosen name with the Pennsylvania Department of State to ensure that no other corporation is already using the same or a similar name.

Step 4: Register with the Pennsylvania Department of State

To form a professional corporation in Pennsylvania, you need to file the necessary documents with the Pennsylvania Department of State. The required forms can be found on the department's website, and they include:

1. Certificate of Organization: This form includes information about the professional corporation, such as the name, mailing address, purpose, and duration of the corporation.

2. Statement of Authority: In this form, you will provide the names, addresses, and titles of the shareholders and directors of your professional corporation.

3. Docketing Statement: This form is used to register your professional corporation with the Pennsylvania Department of State and provide additional information about the corporation, such as its registered office address and registered agent.

Once completed, these forms must be submitted to the Pennsylvania Department of State along with the required filing fees.

Step 5: Obtain the Necessary Licenses and Permits

Depending on the type of professional service your corporation offers, you may need to obtain specific licenses and permits. It is crucial to research and comply with all the licensing requirements at both the state and local levels. You may need to contact the relevant licensing boards or agencies to fulfill these requirements.

Step 6: File Federal and State Taxes

Upon successfully forming your professional corporation, you will need to register for an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is necessary to comply with federal tax obligations and report income earned by the corporation.

You will also need to contact the Pennsylvania Department of Revenue to fulfill state tax obligations. This includes registering for a state tax withholding account, sales and use tax licenses, and any other relevant tax obligations.

Step 7: Draft Corporate Bylaws and Organizational Minutes

Drafting corporate bylaws is an essential step to establish clear guidelines for the operation and management of your professional corporation. Bylaws typically include rules for shareholder and director meetings, appointment of officers, and other important corporate functions.

Organizational minutes record the initial decisions and actions taken by the corporation's shareholders and directors, including the appointment of officers, adoption of bylaws, and other critical decisions made during the initial stages of the corporation's formation.

Step 8: Create Shareholder and Director Agreements

Shareholder and director agreements outline the rights, responsibilities, and obligations of each shareholder and director within the professional corporation. These agreements can cover matters such as decision-making processes, allocation of profits and losses, compensation, and dispute resolution mechanisms.

Having well-drafted agreements can ensure smooth and harmonious operations within your professional corporation, minimizing the risk of conflicts and disputes among the stakeholders.

Step 9: Comply with Ongoing Reporting and Maintenance Requirements

After successfully forming a professional corporation, it is paramount to comply with ongoing reporting and maintenance requirements. This includes annual filings with the Pennsylvania Department of State and fulfilling any other reporting obligations specific to your professional service or industry.

Additionally, maintaining accurate and up-to-date records of corporate documents, contracts, and financial statements is crucial for both legal compliance and efficient corporate governance.

In conclusion, forming a professional corporation in Pennsylvania involves several essential steps, from choosing a professional service and determining shareholders and directors to registering with the Pennsylvania Department of State and obtaining the necessary licenses. By following these steps and consistently meeting ongoing obligations, professionals in Pennsylvania can establish a well-structured and legally-compliant professional corporation.

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