Pennsylvania Business Corporation Law of 1988 defines Corporation or Domestic Corporation as a corporation incorporated for profit under the rules of the Commonwealth of Pennsylvania. One or more corporations for profit or not-for-profit or natural persons of full age may incorporate a business corporation.
Such corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation. Each corporation shall maintain a registered office in the Commonwealth of Pennsylvania. The registered office need not be the same as any of its places of business.
Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name. It has the same powers as a natural person to do all things necessary to carry out its business. The corporate name may be in any language, but must be expressed in Roman letters or characters or Arabic or Roman numerals, and shall contain the word “corporation,” “company,” “incorporated” or “limited” or an abbreviation of any of them or the word “association,” “fund,” or “syndicate,” or words or abbreviations of like import in languages other than English. A corporation shall not contain language implying that the corporation is organized for a purpose other than that stated in its articles of incorporation.
The corporate existence of a corporation begins when the articles of incorporation is filed with the Department of State. After incorporation the initial directors shall hold an organizational meeting within or without the Commonwealth of Pennsylvania. The bylaws of the corporation are adopted during the organizational meeting.
The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation. The bylaws shall not be inconsistent with its articles of incorporation or with the laws of the Commonwealth of Pennsylvania.
All corporate powers shall be exercised by or under the authority of its board of directors. The authority of the board of directors shall be subject to any limitation set forth in the articles of incorporation.
The bylaws may prescribe qualifications for directors. Each director of a business corporation shall be a natural person of full age. A director need not be a resident of the Commonwealth of Pennsylvania or a shareholder of the corporation unless the bylaws so prescribe. Board of directors shall consist of one or more members with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
A corporation may hold the annual shareholders’ meeting in or outside the Commonwealth of Pennsylvania. Failure to hold the annual or other regular meeting at the designated time shall not work dissolution of the corporation or affect otherwise valid corporate acts. If the annual or other regular meeting is not called and held within six months after the designated time, any shareholder may call the meeting at any time thereafter.
For more information on Pennsylvania corporations, please visit the Pennsylvania Department of State Corporation Bureau website.