How to Form a Professional Corporation in Pennsylvania


Steve Goldstein
Steve Goldstein
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Form a Professional Corporation in Pennsylvania

Are you considering starting a professional corporation in Pennsylvania? Congratulations! Establishing a professional corporation is an excellent choice for entrepreneurs and professionals alike who seek to benefit from a business structure that provides limited liability protection, tax advantages, and enhanced credibility. However, navigating the process of forming a professional corporation in Pennsylvania can be daunting.

This article aims to provide a comprehensive guide on how to form a professional corporation in Pennsylvania, covering everything from understanding the basics of this business entity to the essential steps and requirements you must comply with to launch your new venture successfully. Let’s dive in and explore the ins and outs of forming a professional corporation in Pennsylvania!

What is a Professional Corporation in Pennsylvania?

A professional service corporation (PSC), sometimes called a professional corporation (abbreviated as PC), is a type of organization authorized by state law to allow owners of particularly licensed professions in Pennsylvania. The owner of a professional corporation is responsible for their own negligence or misconduct, but they are not held personally accountable for the actions of other owners. PC or P.C. is a regularly used abbreviation to identify professional corporations.

PCs and LLCs provide personal asset protection; that is, the personal assets are free from business debts. However, they do not have similar tax benefits. There is no secret formula as to which type of business structure is better than the other. It solely depends on the requirements of your business. However, forming an LLC is easier than setting up a PC in Pennsylvania.

LLCBuddy Editorial Team

Unlike other types of corporations, owners of Professional Corporations get two types of citizenship. One is where they incorporated the corporation, and the other is where they conduct the business. This benefit is not available for other types of corporations. You can form a free LLC in Pennsylvania if you hire a professional service that provides LLC formation at $0.

How to Form a Professional Corporation in Pennsylvania

To form a Professional Corporation for the professional service you provide, you must follow a few steps that include verifying if you are qualified for a PC, naming your business, hiring a Registered Agent, filing the Articles of Incorporation, outlining an operating agreement, requesting for an EIN, opening a bank account, getting a business license, and filing for an annual report and taxes.

Step 1: Verify If You Are Qualified for a Professional Corporation

In forming a professional corporation in Pennsylvania, you should know if you are qualified. There are specific professions that are allowed to form a professional service corporation, including-

  • Doctors
  • Architects
  • Engineers
  • Accountants
  • Lawyers and others

You should be qualified to have a license to provide your service. In most cases, once you have graduated with your studies, passed the exam, and got your license, you may now form a professional corporation. However, if you work in an industry that doesn’t offer a license or professional certification, you should consider forming a corporation or limited liability company.

Step 2: Name your Professional Corporation in Pennsylvania

After you have decided on the idea to form a professional corporation in Pennsylvania, deciding the name for your corporation is significant. There is a complete guide on Pennsylvania LLC name guidelines for you to have a proper business name. Here are some regulations you must follow while naming your professional corporation.

  • The business name should have the word PC, frequently followed by the name of the principal owner in place of Inc or LLC. (Example. John Doe, MD, PC)
  • No confusion with a government entity name.
  • A unique name is needed with no match
  • Limit of restricted words that need a license.

In Pennsylvania, if you do not wish to file your professional corporation right away but want to hold the name that you have decided on, then you can reserve your corporation name for 120 days. To keep the name, you must file a name reservation application with Pennsylvania Secretary of State.

A professional corporation, professional association, service corporation, or professional service corporation must be present in the name if it doesn’t already. You might opt to register your business under a different legal name if your preferred name isn’t available. Once you have chosen a name, you can submit an application for a DBA (doing business as). In this manner, you can choose any name you desire to run a clinic or law firm.

Step 3: Choose the Pennsylvania Registered Agent

The next step in forming a professional corporation is hiring the Pennsylvania Registered Agent, a person that accepts legal paperwork on behalf of your business. This person or business will receive important tax forms, legal documents, all notices of lawsuits, and other official government correspondence in Pennsylvania. Forming a professional corporation for your service will be easier if you have Registered Agent in Pennsylvania.

Alternatively, you can serve as your own Pennsylvania Registered Agent if you have the time. However, you must stay compliant to avoid missing any important documents from Pennsylvania.

Step 4: File the Articles of Incorporation in Pennsylvania

After you hire a Pennsylvania Registered Agent to form a professional corporation, the next step is to file the Pennsylvania Articles of Incorporation. In writing the Articles of Incorporation, the business name, owner’s contact information, corporation address, and Registered Agent contact information should be written. You should also include the names of all co-owners. All owners have to prove they have the proper license to practice the specific profession they intend to.

Filing the Articles of Incorporation in Pennsylvania may be done with two methods, online and by mail. The Articles of Incorporation fee may vary from different states. However, in Pennsylvania, it costs $125 for online and by mail filing. Create an account/Log in to the SOS site, get the online form, fill it, and submit online. For offline filing, Send the form by mail to Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, P.O. Box 8722, Harrisburg, PA 17105.

Step 5: Write an Operating Agreement in Pennsylvania

An operating agreement is a document that contains all of your company’s organizational details. It is not required to draft an operating agreement in most states. Yet, having one as an internal document is strongly advised. The Pennsylvania operating agreement includes information like-

  1. About Business
  2. Members and management
  3. Capital contribution
  4. Profit Distribution
  5. Change of membership
  6. Dissolution

Step 6: Designate the PC Board of Directors in Pennsylvania

The next step is to appoint the initial board of directors in your PC in Pennsylvania. All the initial directors must submit their details to the owner. The owner must keep the records and submit them in accordance with the Pennsylvania SOS. When writing the By-laws, as a shareholder and owner, you must make sure there is a point mentioned about appointing a new director later.

Step 7: Write the Corporate Bylaws

Now that you are done forming the team of the board of directors, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.

In creating corporate bylaws, you should include the following on how the decisions will be made.

  • The responsibilities are given to each officer.
  • How will judgments in business be made?
  • Where and when are the annual shareholder meetings?
  • The minimum number of shareholders required for decision-making.
  • Location and timing of dividend payments.

Step 8: Hold the First Board of Directors’ Meeting

After drafting the corporate bylaws, gather all the board of directors for the first meeting. This meeting will be finalized by appointing directors to manage the company’s daily operations, approve the bylaws, choose the corporation’s accounting year, and approve the stock issue. All board meetings should have minutes taken and stored with the company’s records.

Step 9: Request an EIN in Pennsylvania

After documenting the operating agreement, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your professional corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Pennsylvania can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is 4 weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN number, you can benefit in a number of ways. It will give your professional corporation the final advantage necessary to operate at full capacity without encountering legal or judicial issues.

Step 10: Open a Bank Account and Prepare for Taxes

Once you have filed and received your Employer Identification Number, you should open a bank account since you will use this account for yourself, your clients, and your employees.

Your business dealings in Pennsylvania might be simpler by having a US business bank account because it boosts your company’s legitimacy and liquidity. For firms other than sole proprietorships, most banks demand an EIN to create a business bank account. Also, keeping separate finances helps you avoid combining personal and professional finances. Also, having an EIN makes tax preparation easier. With a professional corporation, you can anticipate paying employment and corporate taxes.

Step 11: Get a Business License in Pennsylvania

Before your professional corporation operates in Pennsylvania, you need to have a business license first. A business license is a formal document issued by the state government agency that allows you to operate your business in the geographic region that that agency governs. In Pennsylvania, business license and permit costs depend on the business’s nature and type. You must check with the local authorities if any special licenses or city-based permits are needed.

Step 12: File Your Taxes in Pennsylvania

Finally, you are down to the last step. After getting a business license and being ready to operate, do not forget to file your taxes first. You should start paying taxes quarterly as soon as possible to avoid a large tax bill. Each state has different tax requirements. Go through the Pennsylvania classification of taxes for the taxes an LLC in Pennsylvania has to pay.

Important Information

Maintaining Professional and Business License in Pennsylvania

Now that you have established your professional corporation, you must maintain or renew your professional license every now and then. Even if your business is established but you don’t have a valid license to operate, your business is irrelevant. And, even if your professional license is still valid for a year or two, but your business license is already expired, it is still irrelevant.

Make time to check the status of your licenses at least once per year. Then, you can keep from missing anything significant. If there are any issues, you can address them.

Filing an Annual Report in Pennsylvania

In Pennsylvania, you will be required to submit a report each year. The owners’ and Registered Agent’s names and contact details are listed in the annual report. Also, it should include all of your yearly financial activity. You must submit one yearly in Pennsylvania, and you can do it yourself or hire someone else to handle it. Everything must be precise and up to date.

Advantages of Forming a Professional Corporation in Pennsylvania

A professional corporation takes a lot of time to process and pursue. However, with the help of the Pennsylvania Registered Agent, everything will become easier. In fact, there are advantages that will help you form a professional corporation in Pennsylvania.

  1. Limited Liability: The biggest advantage of setting up a professional corporation is that the owners are not held personally responsible for the debts and obligations of the company. This indicates that only the company’s assets will be confiscated to settle claims and creditors if the business is sued or declares bankruptcy. Additionally, this protection exempts corporate owners from being held accountable for other owners’ reckless or criminally negligent acts.
  1. Tax Deductions: Similar company expenses, such as employee fringe benefits, startup and operating costs, and equipment purchases, can be written off by professional companies in the same ways they can be for other kinds of firms. However, there are several tax deductions professional corporations can take advantage of that other types of businesses can’t. For example, the salaries and bonuses paid to owners and employees are tax-deductible.
  1. Retained Earnings: Professional corporations can keep a portion of their profits under the corporate tax system to grow their companies.

FAQs

What is a professional corporation in Pennsylvania?
A professional corporation in Pennsylvania is a type of business entity that is created for the purpose of providing professional services. These services can include law, medicine, dentistry, accounting, engineering, architecture and similar services.
How do I form a professional corporation in Pennsylvania?
To form a professional corporation in Pennsylvania, you must file articles of incorporation with the Pennsylvania Department of State. You must also have a corporate name, a registered agent, and a board of directors.
What are the requirements for the corporate name of a professional corporation in Pennsylvania?
The corporate name of a professional corporation in Pennsylvania must include the words “professional corporation” or “P.C.” and must be distinguishable from any other registered business entity in the state.
What is a registered agent in Pennsylvania?
A registered agent in Pennsylvania is a person or business entity that is designated to receive legal service of process and other official correspondence on behalf of the professional corporation.
Who can serve as a registered agent in Pennsylvania?
Any individual or business entity that is authorized to do business in Pennsylvania can serve as a registered agent.
What does a board of directors do in Pennsylvania?
The board of directors for a professional corporation in Pennsylvania is responsible for making decisions about the corporation’s management, operations, and finances.
Who can serve on the board of directors in Pennsylvania?
The board of directors for a professional corporation in Pennsylvania must be composed of at least one member who is a licensed professional in the state.
What are the requirements for the articles of incorporation in Pennsylvania?
The articles of incorporation for a professional corporation in Pennsylvania must include the corporate name, the registered agent’s name and address, and the board of directors’ names and addresses.
How much does it cost to form a professional corporation in Pennsylvania?
The filing fee for the articles of incorporation for a professional corporation in Pennsylvania is $125.
How long does it take to form a professional corporation in Pennsylvania?
It usually takes the Pennsylvania Department of State around two to four weeks to process the articles of incorporation for a professional corporation.
Do I need to register my professional corporation in Pennsylvania with the Secretary of State?
Yes, you must register your professional corporation with the Pennsylvania Department of State in order to legally operate in the state.
Do I need to obtain a business license to operate a professional corporation in Pennsylvania?
Yes, you must obtain a business license from the Pennsylvania Department of State in order to operate your professional corporation.
Are there any taxation requirements for a professional corporation in Pennsylvania?
Yes, professional corporations in Pennsylvania are subject to corporate income tax, as well as other taxes.
Are there any reporting requirements for a professional corporation in Pennsylvania?
Yes, professional corporations in Pennsylvania must file annual reports and other documents with the Pennsylvania Department of State.
Are there any other obligations that I must fulfill as a professional corporation in Pennsylvania?
Yes, professional corporations in Pennsylvania are required to comply with all applicable laws, regulations, and ordinances.
What happens if I fail to comply with the requirements for professional corporations in Pennsylvania?
Failure to comply with the requirements for professional corporations in Pennsylvania can result in penalties, fines, and other sanctions.
What benefits do I get from forming a professional corporation in Pennsylvania?
Forming a professional corporation in Pennsylvania can provide certain benefits, such as limited liability protection and the ability to raise capital.
Are there any restrictions on who can be a shareholder of a professional corporation in Pennsylvania?
Yes, only individuals who are licensed professionals in the state can be shareholders of a professional corporation in Pennsylvania.
What documents do I need to keep on file for my professional corporation in Pennsylvania?
You must keep the articles of incorporation, corporate resolutions, financial records, and other documents on file for your professional corporation in Pennsylvania.
How do I dissolve a professional corporation in Pennsylvania?
To dissolve a professional corporation in Pennsylvania, you must file articles of dissolution with the Pennsylvania Department of State.
Is there a fee for filing articles of dissolution in Pennsylvania?
Yes, the fee for filing articles of dissolution for a professional corporation in Pennsylvania is $70.
What happens after I file articles of dissolution for my professional corporation in Pennsylvania?
After you file articles of dissolution, you must notify all creditors, customers, and other affected parties of the dissolution and take steps to wind up the corporation’s affairs.
How long does it take to dissolve a professional corporation in Pennsylvania?
It usually takes the Pennsylvania Department of State two to four weeks to process the articles of dissolution for a professional corporation.
What are the benefits of forming a professional corporation in Pennsylvania?
Forming a professional corporation in Pennsylvania can provide several benefits, including limited liability protection and tax advantages. Additionally, a professional corporation can help you to maintain compliance with state regulations.
Are there requirements for forming a professional corporation in Pennsylvania?
Yes, there are certain requirements for forming a professional corporation in Pennsylvania. These include submitting Articles of Incorporation to the Department of State, obtaining a certificate from the Medical Professional Liability Insurance Program, and filing other documentation as required by the state.
What documents are needed to form a professional corporation in Pennsylvania?
To form a professional corporation in Pennsylvania, the following documents must be submitted
What is the turnaround time for forming a professional corporation in Pennsylvania?
Generally, the turnaround time for forming a professional corporation in Pennsylvania is approximately one to two weeks. However, this timeline can vary depending on the services you require and the complexity of your filing.
Does Pennsylvania require professional corporations to have a registered agent?
Yes, Pennsylvania requires professional corporations to appoint and maintain a registered agent in the state in order to receive important legal documents and notices on behalf of the corporation.
Are there any filing fees associated with forming a professional corporation in Pennsylvania?
Yes, there are filing fees associated with forming a professional corporation in Pennsylvania. These fees vary depending on the services you require and can range from several hundred dollars to several thousand dollars.
What is the Medical Professional Liability Insurance Program?
The Medical Professional Liability Insurance Program (MPLIP) is a Pennsylvania state program that provides medical malpractice insurance for professional corporations. In order to form a professional corporation in Pennsylvania, you must obtain a certificate from the MPLIP.
Are there any ongoing requirements for professional corporations in Pennsylvania?
Yes, there are ongoing requirements for professional corporations in Pennsylvania. These include filing annual reports, maintaining a registered agent in the state, and submitting other documents as required by the state.

Also Read

Why Pennsylvania Professional Corporation is So Important

One of the key reasons why Pennsylvania Professional Corporation is so important is the liability protection it provides to its shareholders. By establishing a PC, professionals can shield their personal assets from potential lawsuits or debts incurred by the business. This means that in the event of a legal dispute or financial trouble, the personal assets of shareholders are protected, providing an invaluable layer of security and peace of mind.

Furthermore, the structure of a PC allows for better organization and management of the business. By clearly defining roles and responsibilities within the corporation, professionals can ensure that the business runs smoothly and efficiently. This can help avoid conflicts among shareholders, ensure compliance with regulations, and increase overall productivity and success.

Additionally, a PC can offer tax advantages for its shareholders. By utilizing strategies such as income splitting and income retention, professionals can potentially reduce their tax liabilities and maximize their earnings. This can provide a significant financial advantage and allow professionals to reinvest in their businesses, expand their operations, or plan for future growth.

Beyond financial and legal benefits, establishing a PC also enhances the credibility and professionalism of a business. Clients and customers often prefer to work with businesses that are structured as a corporation, as it signifies a higher level of commitment, legitimacy, and trust. This can help attract new clients, retain existing ones, and ultimately contribute to the long-term success and sustainability of the business.

In addition to these practical benefits, establishing a PC can also provide opportunities for networking, collaboration, and growth. By forming a corporation, professionals can create partnerships, seek out new business opportunities, and expand their professional networks. This can lead to new clients, referrals, and collaborations, ultimately enhancing the reputation and reach of the business.

Overall, the importance of Pennsylvania Professional Corporation cannot be understated for professionals looking to establish a successful and sustainable business in the state. From liability protection and tax advantages to organizational structure and credibility, a PC offers a wide range of benefits that can significantly impact the success and longevity of a business. Therefore, professionals considering starting or growing their practice in Pennsylvania should strongly consider the advantages of forming a professional corporation.

Conclusion

In forming a professional corporation in Pennsylvania, having someone to help you build it is not necessary but suggestible. Even though it is easy because of the listed benefits and advantages above, forming your group of professional individuals will make it somehow successful. Just make sure to be guided by the steps and ensure that every one of the details and records is accurate and precise. And if you have any questions, share them in the comment section below.

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