Pennsylvania Corporation and Partnership Law

Protect personal assets and maximize tax savings with a Pennsylvania corporation

Deciding whether to form a Pennsylvania corporation or a Pennsylvania partnership could make or break your business. The decision can be crucial to your business’ success, as it controls the amount of business debt that you personally assume, impacts your access to capital, and establishes your tax and regulatory obligations.

Forming a Pennsylvania corporation is usually the preferred option as it allows you to use outside investors and it provides the most personal liability protection. However, profits will be subject to taxation at both the business and personal levels, so you must carefully examine your financial plan.

Creating a Pennsylvania partnership under Pennsylvania corporation and partnership law eliminates the potential double taxation problem as business income from a partnership is subject only to personal income tax – but partners can be held liable for business debts, which is risky if you have valuable personal assets that you are not prepared to lose if your business goes under.

The options available to form a company under Pennsylvania corporate law are:

1. Pennsylvania business corporation (profit, S-corp, foreign, non-profit)

2. Pennsylvania limited partnership

3. Pennsylvania limited liability company

4. Pennsylvania limited liability partnership

Select the structure that suits your business under PA corporate law.

When deciding which legal option under PA corporate law is best for your business, assess personal liability obligations, understand the tax implications, become aware of operating formality requirements, and familiarize yourself with any related reporting regulations.

Register your PA corporation or PA partnership

Pennsylvania Business Corporation law requires the filing of registration forms with the Office of the Secretary of the Commonwealth and the payment of associated fees in order to form a PA corporation or PA partnership. Depending on how you decide to structure your business, you might also have to file Articles of Incorporation.

Double-check the finer points of Pennsylvania corporation and partnership law

Pennsylvania business corporation law requires PA corporations and PA partnerships to comply with all respective formation, operating, reporting, and disclosure requirements. The requirements are specifically stated under Pennsylvania Corporation Law.

• Laws vary from state to state, so conduct your own research or find an attorney who can advise you as whether establishing your company under Pennsylvania Corporation and Partnership Law is best for you.
• Pennsylvania corporate law authorizes limited liability companies (LLCs), which are regulated like corporations and provide the similar liability protection, but are taxed like partnerships.
• Pennsylvania is one of just several states that provide for limited liability partnerships. These entities protect partners from liability for debts and obligations assumed by other partners. Thus, they allow all the operational freedoms of a partnership while granting the protections offered by a corporation - unlike LLCs, which require adherence to strict operating formalities in order to incur tax benefits.

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