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Pennsylvania Professional Corporation Package

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COMMONWEALTH OF PENNSYLVANIA PROFESSIONAL CORPORATION PACKAGE

Prepared by U.S. Legal Forms, Inc.

Copyright 2016 - U.S. Legal Forms, Inc.

Control Number:

The contents of this package are as follows:

1. Statutory Reference

2. Selections from Statutes

3. Forms List

4. Notes on Downloading the Forms

5. Notes on Completing the Forms

6. Instructions and Steps

7. Accessories

8. Disclaimer

Statutory Reference

PENNSYLVANIA STATUTES (Pa.C.S.A.), Title 15 (Corporations and Unincorporated Associations), Part II, Subpart B (Business Corporations), Article C, Chapter 29 (Professional Corporations)

Selections from Statutes

What follows are selections from selected statutes of the Pennsylvania Statutes, Title 15, Part II, Subpart B, Article C, Chapter 29 (Professional Corporations).

15 Pa.C.S.A. §2903 - Formation of professional corporations

(a) General rule. A professional corporation shall be formed in accordance with Article B ...

(b) Legislative intent. It is the intent of the General Assembly to authorize by this chapter licensed persons to render professional services by means of a professional corporation in all cases.

(c) Single-purpose corporations. Except as provided in subsection (d), a professional corporation may be incorporated only for the purpose of rendering one specific kind of professional service.

(d) Multiple-purpose corporations. [This is possible. See statute if desired.]

15 Pa.C.S.A. § 2921 - Corporate name

(a) General rule. A professional corporation may adopt any name that is not prohibited by law ...

15 Pa.C.S.A. § 2922 - Stated purposes

(a) General rule. A professional corporation shall not engage in any business other than the rendering of the professional service or services for which it was specifically incorporated ...

15 Pa.C.S.A. § 2923 - Issuance and retention of shares

(a) General rule. Except as otherwise provided ... all of the ultimate beneficial owners of shares in a professional corporation shall be licensed persons ...

(b) Ownership by estate. Unless a lesser period of time is provided ...

(c) Interstate application. ...

15 Pa.C.S.A. § 2924 - Rendering professional services

(a) General rule. A professional corporation may lawfully render professional services only through officers, employees or agents who are licensed persons.

(b) Supporting staff. This section shall not be interpreted to preclude the use of clerks, secretaries, nurses, administrators, bookkeepers, technicians and other assistants ...

(c) Charges. Notwithstanding any other provision of law, a professional corporation may charge for the professional services ...

15 Pa.C.S.A. § 2925 - Professional relationship retained

(a) General rule. This subpart shall not affect the law of this Commonwealth applicable to the professional relationship ...

(b) Professional liability unaffected. Any officer, shareholder, employee or agent ...

(c) Liability of corporation. The professional corporation shall be liable up to the full value of its property ...

Forms List

The following forms are available for download with this package.

• PA-NAMERESV: Application for Reservation of Entity Name

• PA-00INCP: Articles of Incorporation, including Docketing Statement

• PA-PC-TL: Sample Transmittal Letter

• PA-PC-OM: Sample Organizational Minutes

• PA-PC-BL: Sample Bylaws

• US-IRS-SS-4: Application for Federal Tax Identification Number & Instructions

• US-IRS-2553: Election of “S” Corporation Status & Instructions

• PA-PC-AM: Sample Annual Minutes

• PA-PC-CR: Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate

Steps to Incorporate

The practice of a state-licensed profession in the Commonwealth of Pennsylvania is controlled, generally, by the statutory mandates ...

Step 1: See FORM: PA-NAMERESV

APPLICATION FOR RESERVATION OF ENTITY NAME

Proposed corporate name:

Step 2: See FORM: PA-00INCP

ARTICLES OF INCORPORATION & DOCKETING STATEMENT

Corporation name:

Responsible person name:

Responsible person address:

Business activity:

Effective date:

EIN:

Fiscal year end:

Professional:

Step 3: Instructions for Docketing Statement

1. Provide the name of the corporation.

2. Provide the name and address of the individual responsible for the initial tax reports.

3. Briefly describe your business activity.

4. Provide the effective date.

5. Provide the EIN, if any.

6. Provide the date of the fiscal year end.

Signature Section

Signature of incorporator:

Date:

Signature of officer:

Date:

Accessories

U. S. Legal Forms, Inc. offers the following corporate accessories:

Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382.

Corporate Books: See U.S. Legal Forms bookstore.

Imprinted (or blank) Lithographed Stock Certificates: Preview and order available online.

Disclaimer

THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters.

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What the Pennsylvania Professional Corporation Package Covers

The Pennsylvania Professional Corporation Package is a set of documents and instructions used to form a professional corporation (PC) for licensed professions in Pennsylvania. Typical contents include a certificate of incorporation (or articles), a statement of professional purpose, initial bylaws or operating rules, sample shareholder or stockholder agreements, an organizational resolution, and signer blocks for incorporators and licensed professionals. The package aligns corporate formation with state filing mechanics and professional-license board considerations to help licensed practitioners establish a regulated corporate entity under Pennsylvania law.

Why organize your formation package correctly

A complete package reduces the chance of rejection, supports regulatory compliance for licensed activities, clarifies ownership and governance, and documents who is authorized to represent the corporation to state and licensing authorities.

Why organize your formation package correctly

Who typically prepares or receives this package

Final delivery goes to the incorporator, the registered agent, and any required professional licensing board as specified by Pennsylvania rules.

  • Licensed Professionals and Owners — Physicians, attorneys, architects, accountants, and other licensees forming a PC to provide regulated professional services.
  • Corporate Counsel and Paralegals — Draft and review incorporation documents and ensure alignment with license-board rules.
  • Formation Services and Accountants — Prepare filings, obtain EINs, and coordinate state and tax registrations.

Core elements included in the package

A typical Pennsylvania Professional Corporation Package bundles the paperwork and administrative steps needed to form and maintain a PC while addressing licensing and corporate governance.

Certificate

Certificate of incorporation or articles stating corporate name, purpose limited to licensed professional services, registered office, and initial incorporator details formatted for Pennsylvania filing.

Purpose Statement

A narrowly drafted professional purpose clause that identifies licensed services and the applicable professional license type to satisfy licensing board requirements.

Bylaws

Initial corporate bylaws covering governance, board composition, voting rights, shareholder meetings, and procedures for licensed-professional control and ownership.

Shareholder Agreement

Provisions addressing eligibility to hold shares, transfer restrictions tied to licensure, buy-sell mechanics, and succession when a shareholder’s license changes.

Organizational Minutes

Organizational resolutions appointing officers, adopting bylaws, issuing shares, and delegating authority for tax registrations and bank account opening.

Filing Checklist

Stepwise checklist listing Pennsylvania Department of State filing items, required signatures, fee range, registered agent appointment, and any licensing board filings.

Stepwise process to complete the package

Follow these steps in order to prepare, validate, and file the Pennsylvania Professional Corporation Package.

  • 01
    Prepare Documents: Draft certificate, bylaws, and shareholder terms.
  • 02
    Verify Licenses: Confirm all shareholders hold required professional licenses.
  • 03
    Sign and Notarize: Obtain required signatures and notarizations as applicable.
  • 04
    File with State: Submit to Pennsylvania Department of State and any licensing board.

Typical online workflow settings for e-filing

Configure a digital signing and submission workflow to collect signatures, route for review, and produce completed records.

Field Configuration
Signer Order Sequential routing: incorporator → licensed professionals → corporate counsel
Authentication Email link with optional SMS code for added signer verification
Conditional Fields Show license-number field only when role = 'licensed professional'
Delivery Auto-send signed copies to registrant and retained repository

Where to file and which agencies to notify

After execution, route the package to the appropriate state and professional agencies in the order required by Pennsylvania rules.

  • State Filing: Submit certificate to Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations.
  • Professional Board: Send required documentation to the applicable licensing board for approval or registration.
  • Tax Registrations: Obtain EIN from IRS and register for Pennsylvania state taxes as needed.
  • Local Permits: File any county or municipal business licenses applicable to the practice location.

Technical considerations for online completion and signature

Store executed records in a secure repository with tamper-evident audit logs and make export copies in PDF/A for legal preservation and regulator review.

  • Document Formats: PDF, DOCX supported
  • Integrations: Connectors for NetSuite, Google Workspace, Salesforce
  • Authentication: Email, SMS, or advanced methods

Timing and common filing timelines

Timing depends on filing method and agency workload; confirm with Pennsylvania Department of State and the relevant licensing board for current processing estimates.

Filing Window:

File before beginning professional practice to avoid regulatory noncompliance.

State Processing:

Processing duration varies; expedited options may be available for an additional fee.

Board Review:

Licensing boards may require separate registration and can have independent timelines.

Tax Registrations:

Apply for EIN promptly — IRS processing varies for online and paper submissions.

Document Retention:

Retain executed corporate records for the duration of the entity plus applicable statutory periods.

Key milestones from formation to operational readiness

Track these numbered milestones sequentially to move from formation to active professional practice without administrative gaps.

01

Prepare and Review

Draft documents and confirm licensed status of shareholders.

02

Execute Documents

Signatures and any required notarizations completed.

03

State Filing

Submit certificate to Pennsylvania Department of State for filing.

04

Post-Filing Steps

Obtain EIN, register for state taxes, and notify professional board.

Security and compliance features to consider

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Certifications: SOC 2 Type II and ISO 27001 available
Privacy Standards: GDPR and CCPA compliance support
Healthcare Compliance: HIPAA compliant with a BAA where required
FDA Regulation: 21 CFR Part 11 support where needed
Accessibility: WCAG 2.0 Level AA conformance

Common penalties and risks from mistakes

Late Filing: State rejection or late fees
Invalid Ownership: Licensing board sanctions or forced restructuring
Incorrect TIN: Backup withholding and IRS notices
Tax Exposure: Penalties for incorrect returns (IRC §6721)
Noncompliance: Professional discipline by licensing board
Document Gaps: Contract disputes or enforceability questions

Practical tips for accurate and efficient completion

Follow these practices to reduce rework and to maintain regulatory alignment for the professional corporation.

Confirm Professional Eligibility
Verify each shareholder’s active license status with the issuing board before finalizing ownership provisions; a suspended or lapsed license can affect share eligibility and corporate authority.
Use Exact Legal Names
Match names to government IDs and licensing records to avoid identity mismatch issues during board or state review; consistent naming also prevents payroll and tax complications.
Keep a Filing Checklist
Maintain a checklist of filings, fees, and deliverables (state certificate, board registration, EIN, tax registrations) so no required step is overlooked during formation.
Retain Executed Records
Store signed originals or certified electronic copies in a secure, tamper-evident repository and export PDF/A copies for long-term preservation and audit readiness.

eSignature pricing and capability comparison for document execution

Below is a concise pricing and capability comparison for executing the Pennsylvania Professional Corporation Package; signNow is listed first for parity in vendor comparisons.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently asked questions and common issues

Answers to typical questions about signing, filing, and maintaining a Pennsylvania professional corporation package.


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