What steps do I need to take to change the legal structure of my business from a sole proprietorship to a corporation in Pennsylvania?
To change the legal structure of your business from a sole proprietorship to a corporation in Pennsylvania, you will need to follow several steps.
- Choose a corporate name: The first step is to choose a name for your corporation. The name should not be identical or too similar to any other business name registered with the Pennsylvania Department of State.
- Draft Articles of Incorporation: Next, you need to draft Articles of Incorporation. These are legal documents that establish the corporation and govern its operations. The document must include the name of the corporation, the purpose of the business, the number of authorized shares of stock, the name and address of the registered agent for service of process, and the names and addresses of the initial directors or officers.
- File document with the Pennsylvania Department of State: You will be required to file your Articles of Incorporation with the Pennsylvania Department of State. A filing fee is also required, which varies depending on the number of shares being authorized.
- Obtain a Federal Employer Identification Number (EIN): Your corporation will need to obtain a Federal Employer Identification Number (EIN) from the Internal Revenue Service (IRS) before conducting any business activities.
- Draft Corporate Bylaws: You will also need to create Corporate Bylaws which will outline how the corporation operates, including meeting procedures for shareholders and directors, transfer of stock ownership, and how officers are selected.
- Hold organizational meeting: Finally, you will need to hold an organizational meeting for your newly-formed corporation. During this meeting, you will elect your board of directors, adopt your corporate bylaws, issue stock certificates to shareholders, and approve any other necessary resolutions.
It is important to note that changing the legal structure of your business involves complex legal and tax issues. It is recommended that you consult with an attorney experienced in corporate law to review your specific situation and provide guidance on the best legal and tax structure for your business.