Pennsylvania Corporation Law
The Commonwealth of Pennsylvania's corporation law is codified in Title 19 of the Pennsylvania Code, which creates a Corporation Bureau under the jurisdiction of the Secretary of State's Office. Online there is no link to the code at the Corporation Bureau's website. However, the website does provide detailed information about various business entities and instructions on how to go about forming those entities and how to register foreign business entities.
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Special Provisions
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Of particular interest are Articles III and IV of the Code which require all foreign businesses, nonprofits, and partnerships to register with the Corporation Bureau, which accounts for the large number of businesses registered with the agency. A foreign business is any business, whether for profit or not, which is formed, created, incorporated, or has its principle place of business in some other state, yet does business in Pennsylvania.
Enforcement
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Pennsylvania corporation law is enforced by the Corporation Bureau. According to its website, the Corporation Bureau maintains records on 2.4 million companies which do business in the Commonwealth. The Bureau is the place for the creation of various business entities and the place where various reports required by Commonwealth laws are filed.
Corporations Bureau
401 North Street, Room 206
Harrisburg, PA 17120
717-787-1057
RA-CORPS@state.pa.us -
Types of Business Entities
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The following business entities fall under the Corporation Code and are required to file certain types of documents with the Corporation Bureau:
Fictitious Names
Pennsylvania Business Corporation
Pennsylvania Nonprofit Corporation
Foreign Business Corporation
Pennsylvania Limited Partnership
Foreign Limited Partnership
Pennsylvania Limited Liability Partnership
Foreign Limited Liability Partnership
Registration of a Trademark
Decennial Filings
Uniform Commercial Code (UCC)
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Chapter 95 of the Code governs UCC filings within the Commonwealth. Any lien created under the UCC is required to be filed with the Corporation Bureau before it can be enforced within the Commonwealth.
Warnings
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Professional business entities, such as doctors, lawyers, accountants, etc. have to secure the permission of the Bureau of Professional and Occupational Affairs before they can register or incorporate with the Corporation Bureau.
There are also certain words which if used in the title of business will require the prior approval of other agencies before the business can be registered or incorporated with the Corporation Bureau. An example is if a business has the word "bank" in its title, then permission will need to be obtained form the Department of Banking before the business can be registered or incorporated with the Corporation Bureau.
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References
Resources
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