Here are the steps to form a nonprofit corporation in Pennsylvania. You should read this page in conjunction with the general section on forming a nonprofit corporation, which has additional steps listed that are applicable to all states. You should also familiarize yourself with:
- Title 15, chapters 51-59 of the Pennsylvania Consolidated Statutes (abbreviated here as "Pa. Cons. Stat."); note that the link is to the entire Pennsylvania code, so choose Title 15, Part II, Subpart C to start browsing
- The Pennsylvania Department of State's Corporations Bureau
- The Pennsylvania Association of Nonprofit Organizations' Resources for New Nonprofits
1. Choose a business name and check for availability
- Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).
- While no terms are required for the name, there are prohibited terms.
- See 15 Pa. Cons. Stat. § 5303 for more information (choose Title 15, Part II, Subpart C, Article B, Chapter 53, Subchapter A, § 5303).
- See the Name Availabilities resource at the Corporations Bureau for more information.
2. Recruit and/or appoint directors
- You must have at least one director.
- Directors must be at least eighteen or older.
- Directors need not be residents of Pennsylvania unless the articles of incorporation or bylaws require otherwise.
3. Incorporate your Nonprofit Organization
You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.
a. Prepare and file articles of incorporation with the Secretary of State
- Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.
- You must be at least age eighteen to be an incorporator in Pennsylvania.
- The Pennsylvania Department of State's website provides a fill-in-the-blank form for articles of incorporation.
- The filing fee is $125.
- Note that you will have to file an Annual Report with the Department of State by April 30th each year. There is no fee to file this report.
b. File a Docketing Statement
- When you file articles of incorporation, you must also file a Docketing Statement with the Department of State.
- The docketing statement contains only basic information like the name and type of business organization and a description of business activities.
- There is no fee to file this form.
c. Fulfill the Commonwealth of Pennsylvania's "advertising requirement"
- You must also publish a statement of your intent to file or the actual filing of the articles of incorporation in two newspapers of general circulation, one of which is a legal journal.
- The Department of State's website has a Geographical Listing of Legal Publications to help you find a legal journal in your county.
- You will not need to send proof of advertising to the Department of State, but you should file the proof with the minutes of the corporation.
- The advertisements must contain the name of the proposed corporation and a statement that the corporation is to be or has been organized under the provisions of the Pennsylvania Nonprofit Corporation Law (15 Pa. Cons. Stat. §§ 5301 et seq.).
d. Create the bylaws
- There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.
- You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.
e. Hold an organizational meeting
- See Forming a Nonprofit Corporation for details.
f. Create a Records Book
4. Get your Employer Identification Number
- Pennsylvania law does not set forth specific record-keeping requirements for nonprofit corporations.
- Refer to Corporate Records Book for Nonprofit Corporations to determine which documents of your nonprofit corporation to store at its principal place of business.
Whenever you hire an employee in Pennsylvania, you must inform both the IRS and the Commonwealth of Pennsylvania.
- Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.
- For more on the EIN, see Forming a Nonprofit Corporation.
- The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.
- See Pennsylvania New Hire Reporting Website for more information.
5. Register with state offices
a. Pennsylvania Attorney General
- If your organization receives more than $25,000 in contributions in a year or if your organization compensates any person for solicitation activities, you must register with the Department of State Bureau of Charities.
- Registration must be performed within 30 days of receiving more than $25,000 as long as the nonprofit corporation's program service revenue does not equal or exceed $5,000,000.
b. Department of Revenue
- Register for taxes at the Commonwealth of Pennsylvania's Online PA-100 Tax Registration system.
6. Apply for tax exemptions
Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.
- The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.
- See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.
- File Form REV-72 with the Pennsylvania Department of Revenue, Tax Forms Service Unit.
- See Forming a Nonprofit Corporation for details.