Fill and Sign the Pa Corporation Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. COMMONWEALTH OF PENNSYLVANIA PROFESSIONAL CORPORATION PACKAGE Control Number: PA-00INC2 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 PROFESSIONAL CORPORATION PACKAGE COMMONWEALTH OF PENNSYLVANIA Electronic Version 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). We provide these selections to you for your convenience, as we feel they may be of interest and instructional value to you as you use this package. Please note that these selections do not include all statutes relevant to professional corporations, and of those that are listed some parts are omitted, where indicated. 15 Pa.C.S.A. §2903 - Formation of professional corporations (a) General rule. A professional corporation shall be formed in accordance with Article B (relating to domestic business corporations generally) except that its articles shall contain a heading stating the name of the corporation and that it is a professional corporation. (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 or the ethics of the profession in which the corporation is engaged or by a rule or regulation of the court, department, board, commission or other government unit regulating the profession. (b) Additional names permitted. The provisions of section 1303(a) (relating to corporate name) shall not prohibit the use of a name of a professional corporation if the name contains and is restricted to the name or the last name of one or more of the present, prospective or former shareholders or of individuals who were associated with a predecessor or whose individual name or names appeared in the name of the predecessor. The name may also contain: (1) the word "and" or any symbol or substitute therefore; (2) the word "associates"; (3) the term "P.C."; or (4) any or all of the words or terms in paragraphs (1), (2) and (3). 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 except that a professional corporation may own real and personal property necessary for, or appropriate or desirable in, the fulfillment or rendering of its specific professional service or services and it may invest its funds in real estate, mortgages, stocks, bonds or any other type of investment. (b) Additional powers. A professional corporation may be an equity owner of a partnership, limited liability company, corporation or other association engaged in the business of rendering the professional service or services for which the professional corporation was incorporated. 15 Pa.C.S.A. § 2923 - Issuance and retention of shares (a) General rule. — Except as otherwise provided by a statute, rule or regulation applicable to a particular profession, all of the ultimate beneficial owners of shares in a professional corporation shall be licensed persons [licensed to practice the subject profession] and any issuance or transfer of shares in violation of this restriction shall be void. A shareholder of a professional corporation shall not enter into a voting trust, proxy or any other arrangement vesting another person (other than a person who is qualified to be a direct or indirect shareholder of the same corporation) with the authority to exercise the voting power of any or all of his shares, and any such purported voting trust, proxy or other arrangement shall be void. (b) Ownership by estate. — Unless a lesser period of time is provided in a bylaw adopted by the shareholders or in a written agreement among the shareholders of the corporation, the estate of a deceased shareholder may continue to hold shares of the professional corporation for a reasonable period of administration of the estate, but the personal representative of the estate shall not by reason of the retention of shares be authorized to participate in any decisions concerning the rendering of professional service. (c) Interstate application. — Where a person who is a licensed person under the laws of another jurisdiction engages in activities in this Commonwealth that would be unlawful unless that person were also a licensed person under the laws of this Commonwealth, shares of a professional corporation shall not be issued to or retained by or on behalf of him unless he is also a licensed person under the laws of this Commonwealth. Except as provided in the preceding sentence, this chapter shall not be construed to require that any proportion or number of the holders or beneficial owners of a professional corporation who are licensed persons shall be licensed persons under the laws of this Commonwealth. 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. The corporation may employ persons not so licensed but those persons shall not render any professional services rendered or to be rendered by it. (b) Supporting staff. This section shall not be interpreted to preclude the use of clerks, secretaries, nurses, administrators, bookkeepers, technicians and other assistants or paraprofessionals who are not usually and ordinarily considered by law, custom and practice to be rendering the professional service or services for which the professional corporation was incorporated nor to preclude the use of any other person who performs all his employment under the direct supervision and control of a licensed person. A person shall not, under the guise of employment, render professional services unless duly licensed or admitted to practice as required by law. (c) Charges. Notwithstanding any other provision of law, a professional corporation may charge for the professional services of its officers, employees and agents may collect those charges and may compensate those who render 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 and the contract, tort and other legal rights, duties and liabilities between the person furnishing professional services and the person receiving professional services and to the standards for professional conduct, including the law of this Commonwealth applicable to the confidential relationship, if any, between the person rendering professional services and the person receiving professional services, and all confidential relationships enjoyed under statutes heretofore or hereafter enacted shall remain inviolate. (b) Professional liability unaffected. — Any officer, shareholder, employee or agent of a professional corporation shall remain personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him or by any person under his direct supervision and control while rendering professional services on behalf of the corporation to the person for whom the professional services were being rendered. (c) Liability of corporation. The professional corporation shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, shareholders, employees or agents while they are engaged on behalf of the corporation in rendering professional services. (d) Liability of shareholders. Unless otherwise provided in its articles, shares of a professional corporation shall be non-assessable and a holder or owner of shares of a professional corporation shall not be under any liability to the professional corporation with respect to the shares. A holder or owner of shares of a professional corporation shall not be under any liability to any creditor thereof except as provided in subsection (b). (e) Disciplinary jurisdiction unaffected. A professional corporation shall be subject to the applicable rules and regulations adopted by, and all the disciplinary powers of, the court, department, board, commission or other government unit regulating the profession in which the corporation is engaged. … * * * 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 Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the Commonwealth of Pennsylvania is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Pennsylvania Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1: See FORM: PA-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you.  This form should be typed or printed in BLACK ink.  See, 15 Pa.C.S.A. § 2921 - Corporate name, in the SELECTIONS FROM STATUTES section, above, for Professional Corporation naming rules.  A proposed corporate name cannot be the same as, or deceptively similar to, the name of any entity or any name reservation or registration filed with the Office of the Secretary of State. Name availability may be checked prior to submitting this form by calling (717) 787-1057. Three names can be checked per phone call. This is, however, only a preliminary clearance. The final decision regarding name availability will be made when the application is submitted for filing. Telephone name searches are only preliminary and do not guarantee the availability of the name.  A name is reserved for a 120-day period.  File the original and one copy.  You will receive a computer-generated printout as confirmation of your name reservation.  The filing fee is $70.00. Mail the original and one copy of your RESERVATION OF CORPORATE NAME and the $70.00 filing fee (make check payable to the Department of State) to: MAILING ADDRESS: Department of State Corporation Bureau P.O. Box 8722 Harrisburg, PA 17105-8722 Step 2: See FORM: PA-00INCP ARTICLES OF INCORPORATION & DOCKETING STATEMENT Follow the instructions on the form. Complete and include the Docketing Statement. Step 3: Instructions for Docketing Statement  This form should be typed or printed in BLACK ink.  You MUST file the original and one copy of the Docketing Statement when you file the Articles of Incorporation.  Check “professional”  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 – see instructions above for the Articles.  5. Provide the EIN, if any.  6. Provide the date of the fiscal year end.  7. (Not applicable.) Step 4: Mail the original and one copy of the FOR PROFIT ARTICLES OF INCORPORATION along with the filing fee (make check payable to Department of State) and the original and one copy of the DOCKETING STATEMENT (no additional filing fee) to: MAILING ADDRESS: Department of State Corporation Bureau P.O. Box 8722 Harrisburg, PA 17105-8722 A sample cover letter to send with ARTICLES OF INCORPORATION and DOCKETING STATEMENT is included in this packet. See FORM 3: PA-PC-TL SAMPLE TRANSMITTAL LETTER PUBLISHING NOTICE “The incorporators or the corporation shall officially publish a notice of intention to file or of the filing of articles of incorporation. The notice may appear prior to or after the day the articles of incorporation are filed in the Department of State and shall set forth briefly: 1) the name of the proposed corporation, and, 2) a statement that the corporation is to be or has been incorporated under the provisions of the Business Corporation Law of 1988.” 15 Pa.C.S. Sec. 1307. Publish notice in the legal section of a local newspaper. The Proof of Publication should be filed in the minutes of the corporation – NOT sent to the Corporations Bureau. Step 5: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM 4: PA-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM 5: PA-PC-BL SAMPLE BY-LAWS Step 6: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 7: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 8: Open a Corporate bank account and conduct business. Step 9: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM 6: PA-PC-AM General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: PA-PC-CR * * * 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. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * 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. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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