What is a Pennsylvania Publication Requirement?

What Pennsylvania business entities have publication requirements?

First, know that the Pennsylvania publication requirement only applies to corporations, whether they’re profit or nonprofit, foreign or domestic. The Commonwealth has no Pennsylvania LLC publication requirement.

However, if you want a fictitious name (known in many states as a “doing business as” (DBA) name) for your corporation or any other business, Pennsylvania has a very similar publication requirement. It’s described in detail in the Pennsylvania Code.

Pennsylvania Publication Requirements

The law requires you to publish either the intent to file or the actual filing of your Pennsylvania Articles of Incorporation. You must do this by advertising once in two newspapers of general circulation; if possible, one should be a legal journal or legal newspaper. The newspapers must be located in the same county as your initial registered office.

If your county has only one newspaper of general circulation, then advertising in that newspaper is sufficient under the law. You can place the ads either before or after you file the Articles of Incorporation. 

Bear in mind that, if you publish the notices before you file your Articles of Incorporation, you could have to publish them again if the Commonwealth rejects your filing (for example, if your requested corporate name is rejected).

Contents of the Advertisements

The advertisements for a for-profit corporation must contain these items:

• The name of the proposed corporation
• A statement that the corporation is to be or has been incorporated under the provisions of the Business Corporation Law of 1988.

The contents of the advertisements for a nonprofit corporation are a bit different:

• The name of the proposed corporation
• A statement that the corporation is to be or has been incorporated under the Nonprofit Corporation Law of 1988.
• A brief summary of the purpose of the corporation.
• A date on or before which the Articles of Incorporation will be filed or the date the articles were filed with the Pennsylvania Department of State’s Bureau of Corporations and Charitable Organizations.

After publication, you should receive affidavits of publication as proof that you met the Pennsylvania corporation publication requirement. But you’re not required to file them with any government office (nor will any accept them). Instead, keep them with your other corporate records.

Consequences of Not Publishing 

At the time of this writing, no specific penalties exist for not meeting the Pennsylvania corporation publication requirement. The Commonwealth also sets no deadline for publishing the advertisements.

Still, you don’t want to be out of compliance with Pennsylvania law, and it’s unclear how failing to meet this requirement could affect your corporation down the road, especially if someone challenges its validity in court.