Pennsylvania Corporations Guide

Entity types at a glance

Entity	Statute	Use cases	Notes
Business corporation (C-corp)	15 Pa.C.S. Subpart B	Manufacturers, startup holdings, regulated activities needing corporate form.	Articles + advertising; subject to CNIT.
S-corporation	Title 15 + federal S election	Owner-managed companies wanting pass-through taxes with corporate governance.	CNIT only on built-in gains; shareholders pay 3.07% PIT.
Benefit corporation	Chapter 33	Social enterprises committed to public benefits.	Must file annual benefit report and post publicly.
Non-profit corporation	15 Pa.C.S. Subpart C	Charities, trade associations.	No formation fee? (still $125); zero-fee annual report.
Professional corporation	BCL + professional licensing statutes	Law, medicine, public accounting, architecture, etc.	Often coupled with professional licensing board approvals.

How to incorporate in Pennsylvania

Articles of incorporation (15 Pa.C.S. § 1306)

Corporate name, purposes (can be “any lawful business”), registered office/CROP, share structure, incorporator information.
Optional clauses: preemptive rights, director liability limits, cumulative voting, benefit corporation election.

Filing logistics

1. Draft articlesInclude name, purpose, registered office, shares. Confirm name availability.

2. Advertising prepPlan newspaper ads (see next section). You can publish intent or confirmation.

3. File with DOSSubmit DSCB:15-1306 (for profit) + docketing statement; pay $125.

4. Organizational meetingAdopt bylaws, elect directors/officers, issue stock, record advertising affidavits.

Advertising requirement

Pennsylvania still mandates publication of incorporation in two newspapers, one of which should be a legal journal if available. Ads must include the corporation’s name and a statement that it is incorporated under the Pennsylvania Business Corporation Law of 1988.

Retain affidavits from the newspapers in the corporate minute book. The DOS does not require proof, but lenders and litigants may ask for it.

Benefit corporations

Chapter 33 lets a corporation elect benefit status by including a statement in the articles (or amending existing articles). The corporation must pursue general public benefit and may specify additional specific benefits.

Governance & reporting

Board must consider stakeholders (shareholders, employees, community, environment).
Prepare an annual benefit report using a third-party standard; file with DOS (DSCB:15-3331) and post publicly.
Benefit status requires a “minimum status vote” to adopt or terminate.

CNIT & S-corp taxation

Corporate Net Income Tax (CNIT) applies to domestic and foreign corporations doing business in Pennsylvania. The rate declines annually.

Year	CNIT rate
2024	8.49%
2025	7.99%
2026	7.49%
2027	6.99%
2028	6.49%
2029	5.99%
2030	5.49%
2031	4.99%

S-corporation notes

PA S-corps pay CNIT only on built-in gains and certain passive income.
Operating income flows to shareholders taxed at 3.07% PIT.
File REV-976 if you want the S-corp treated as C-corp for PA purposes.

Annual reports & benefit filings

Starting in 2025, corporations must file an annual report between Jan 1 and June 30. Fee is $7 for for-profit, $0 for non-profit. DOS plans to begin cancellation/dissolution for non-filers in 2027.

Annual report (DSCB:15-146)

File online via DOS portal. Includes registered office, officers, and other updates. $7 fee for domestic/foreign for-profit corporations.

Benefit corp report (DSCB:15-3331)

Filed annually with DOS and posted publicly. Failure can result in loss of benefit status.

Foreign corporations in PA

Corporations formed elsewhere must file a Foreign Registration Statement before doing business in PA. Fee is $250. They must maintain a registered office/CROP, file annual reports, and pay CNIT based on Pennsylvania-source income.

“Doing business” includes owning property, maintaining an office, or deriving receipts in Pennsylvania. Even without physical presence, economic nexus can trigger CNIT filing obligations.

CTA / BOI overlay

Domestic exemption: FinCEN’s 2025 interim rule exempts domestic Pennsylvania corporations from BOI reporting. Foreign corporations registering in PA remain reporting companies unless they meet another exemption and must file BOI within 30 days (or by April 25, 2025 for prior registrants).

PA corporation vs LLC vs Delaware

Choose PA corporation when…

You want QSBS, VC familiarity, or multi-class stock.
You’re electing benefit corp status with public reporting.
Professional boards or lenders demand corporate form.
You plan to remain in Pennsylvania and want BRC-based incentives.

Consider LLC or Delaware when…

You prefer flexible pass-through taxation and no CNIT minimums.
You’re already operating a Delaware parent company.
You’re holding assets in multiple states and want series LLC or PLLC structures.

Need help? I advise on conversions (LLC to corp), reinstatements, benefit corp amendments, and CNIT planning. Reach out if you’re unsure which path fits.

Attorney services

Entity choice consult: C vs S vs LLC vs benefit corp, CNIT modeling, QSBS strategies.
Articles & bylaws: Drafting DSCB:15-1306 filings, bylaws, shareholder agreements, benefit corp status clauses.
Professional structures: PC filings, licensing board coordination, malpractice-driven governance.
Benefit corp compliance: Annual report preparation, stakeholder governance, public disclosures.
Foreign qualification: Registration statements, CNIT registration, CTA/BOI coordination for non-U.S. parents.

Contact me to map your Pennsylvania corporate strategy. I respond within one business day with next steps and flat-fee proposals.