Pennsylvania Corporation Amendments

How to Amend Pennsylvania Articles of Incorporation

Pennsylvania law requires corporations to keep vital information up to date. Learn how to amend your Articles of Incorporation and how we can help you stay compliant.

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If you run a business in the Commonwealth of Pennsylvania, you likely already know that the only constant is change. And when you make certain changes to your corporation, you also need to report these changes to the state by filing an amendment to your Articles of Incorporation. 

If this seems overwhelming, don’t worry. With our easy-to-use tools and services, you can remain focused on growing your business while staying legally compliant with the state. Let’s take a closer look at how to amend your Pennsylvania corporation’s Articles of Incorporation, when you might need to do so, and how we can help.

What are Pennsylvania Articles of Incorporation?

The Commonwealth of Pennsylvania requires each new corporation to file Articles of Incorporation with the Department of State. Properly fulfilling these requirements is the only way your company can enjoy the benefits of operating as a corporation. Your business isn’t incorporated until you file the Articles of Incorporation. 

The Articles of Incorporation are the foundation of your corporation. Under Pennsylvania law, your Articles of Incorporation must include information such as:

  • Names of the incorporators
  • Principal place of business or registered address for your company
  • Identifying information for your registered agent
  • The number of shares issued if your corporation will issue stock
  •  A statement that the corporation won’t issue stock, if applicable
  • Date the Articles of Incorporation became effective
  • Dissolution date — if none, then Pennsylvania law presumes that your corporation will live on in perpetuity

You can add other information to your Articles of Incorporation such as the par value of your initial stock, names of people on the board of directors, or any other information that complies with Pennsylvania law. 

Need to form your business first? Head over to our page on our Pennsylvania corporation service to get started.

Step 1: Determine if you need to change your Pennsylvania Articles of Incorporation

As we discussed, Articles of Incorporation are the building blocks of your company. Your corporation comes into being once you file them and the Department of State accepts them. Only then does your corporation have any rights. These rights are vital to your corporation. Without them, your corporation couldn’t own property or protect individual shareholders from personal liability. 

You have an obligation to notify the Department of State if you change any of the information you put into your Articles of Incorporation. Otherwise, you could lose the protections and advantages of running your business as a corporation in Pennsylvania.

Pennsylvania law offers corporations significant liability protections. As a result, the state requires each corporation to keep its information current. Current information allows people to:

  • Contact the corporation if necessary
  • Know where and upon whom to serve legal process if they have to sue the corporation
  • Have the information necessary to request an audit on behalf of shareholders or to ensure compliance with state and federal laws

Compliance with these requirements is the responsibility of every corporation, big or small, in Pennsylvania.

Step 2: Understand the penalties for not filing an amendment

The Pennsylvania Department of State enforces the rules and regulations governing corporations. The Department of State may dissolve your corporation if you don’t follow the law. Involuntary dissolution of your corporation could lead to disaster. Your company won’t receive the protections the law gives corporations and their officers. That means you could end up in serious legal trouble.

Beyond the legal problems, you won’t be able to expand your business if you don’t comply with state law. The Department of State won’t issue a Subsistence Certificate (formerly known as a Good Standing Certificate) for your corporation if you’re not in compliance.  You need a Subsistence Certificate to apply for financing. Loan officers, entrepreneurs, and venture capitalists want to know that your corporation complies with state law before lending money to you or investing in your business. Furthermore, you can’t register your company as a foreign corporation in another state without a current certificate. Consequently, your company may not grow the way you hoped it would. 

Step 3: File your Pennsylvania Articles of Incorporation amendment

Compliance with Pennsylvania law isn’t optional. That is why it’s important to know how to file an amendment to a corporation in Pennsylvania. The Department of State might give you a grace period to report your changes. However, it’s not a good idea to wait until the last minute to report changes in your Pennsylvania corporation. 

Pennsylvania law states that any changes to the fundamental components to your corporate structure that appear in the Articles of Incorporation must be reported to the Department of State. Examples of changes to your Articles of Incorporation that you must report are:

  • Corporate name changes
  • Registered address change
  • Registered agent change
  • Converting to or from non stock to stock corporation or from close corporation to a corporation registered with the Securities and Exchange Commission
  • Modifications to the Articles of Incorporation relating to corporate existence
  • Changing, adding, diminishing, or altering the corporate purpose
  • The manner in which your shareholders receive dividends or other shareholders’ rights

Amendments can add information to your Articles of Incorporation as well. 

Step 4: Attach supporting documentation for changes

Attaching supporting documents and authorizations is the best way to ensure the public records reflect the changes you wanted to make. You can attach your amendments on separate pages to ensure the Department of State fully understands your intentions.

Pennsylvania allows you to make some fundamental changes without requiring you to file amendments to the Articles of Incorporation. You can change your company’s registered address, name, and registered agent by using the form the Department of State provides rather than amending the Articles of Incorporation.

Compliance is vital to your company’s growth and success

Corporate compliance is mandatory. You don’t want to run the risk of getting into serious legal trouble because you didn’t file amendments to your Articles of Incorporation when you needed to. You don’t have to go to the other extreme either and spend all your time worrying about compliance. 

That’s where we can help. We can guide you through every step of the process with our Worry-Free Compliance service, which comes complete with two yearly amendments ready to go when you’re ready to make any changes to your Pennsylvania corporation. We also offer a separate amendment service, as well as a registered agent service.

Partnering with us is a great way to make sure you won’t need to stress about corporate compliance.

Let us help you maintain & grow your Pennsylvania business

You might be wondering how you could keep up with all of the changes and filings you need to make to keep your business compliant with Pennsylvania law. We have the services you need to keep your small business running smoothly. With tools such as our Worry-Free Compliance, registered agent, and amendment services, you can focus on what you love, growing your Pennsylvania business.

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

FAQs

  • What entities need to file a Pennsylvania Amendment to Articles of Incorporation?

    Pennsylvania’s Department of State demands that for-profit corporations, nonstock corporations, statutory close corporations, registered corporations, management corporations, professional corporations, insurance corporations, and benefit corporations file Articles of Incorporation and any necessary amendments.

  • How much does it cost to file an amendment?

    You can check dos.pa.gov for the current fee schedule.

  • Who can file a Pennsylvania corporation amendment?

    Any person authorized by the corporation can file an amendment. However, a signature from the person authorized by the company to sign on its behalf must accompany the amendments.

  • Where do I file a Pennsylvania corporation amendment?

    You can file all business documents with the Pennsylvania Department of State.

  • Is a Pennsylvania corporation amendment the same as an annual report?

    No. Unlike many states, Pennsylvania doesn’t require you to file an annual or biennial report. Instead, you have to file a decennial report every ten years if you haven’t filed any changes or amendments to your Articles of Incorporation during that time.

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