Pennsylvania Nonprofit Corporations

Nonprofit corporations are those corporations whose members or shareholders may not receive any of the pecuniary [monetary] profits of the corporation. A nonprofit corporation may be formed for any lawful purpose or purposes, including, but not limited to: athletic; any lawful business purpose to be conducted on a not-for-profit basis; beneficial; benevolent; cemetery; charitable; civic; control of fire; cultural; educational; encouragement of agriculture or horticulture; fraternal; health; literary; missionary; musical; mutual improvement; patriotic; political; prevention of cruelty to persons or animals; professional, commercial, industrial, trade, service or business associations; promotion of the arts; protection of natural resources; religious; research; scientific and social. A nonprofit corporation must be able to fulfill its purpose without financial benefit to its members, director or officers, except as salaries and expenses.

Nonprofit status is a state law concept. Nonprofit status may make an organization eligible for certain benefits, such as state sales, property and income tax exemptions. To qualify as exempt from federal income tax, a nonprofit corporation must meet the requirements set forth in the Internal Revenue Code. See the Internal Revenue Services site for more information. Nonprofit corporation that intend to apply for federal tax-exempt status will need to expand their articles of incorporation to include language required by the Internal Revenue Service per Publication 557.

Many, but not all, nonprofit corporations have a charitable purpose. Charitable purposes are defined as the relief of poverty, the advancement and provision of education, including postsecondary education, the advancement of religion, the prevention and treatment of disease or injury, including mental retardation and mental disorders, governmental or municipal purposes and any other purpose the accomplishment of which is recognized as important and beneficial to the public.

To form a nonprofit corporation in Pennsylvania, Articles of Incorporation - Nonprofit [DSCB:15-5306/7102] accompanied by a docketing statement [DSCB:15-134A] should be filed with the Bureau of Corporations and Charitable Organizations. Please see the forms and instructions, available on the Bureau’s Registration Forms page, for detailed information about the application.

Articles of Incorporation are not required by law to be prepared by an attorney. However, because of complex legal issues involved when starting any business, including tax considerations, it is advisable to seek legal counsel before filing to assure that all legal consequences receive proper consideration.

Advertising Requirements

Publication of either the intent to file or the actual filing of Articles of Incorporation must be made in two newspapers of general circulation, one a legal journal, if possible. Proofs of publication of the advertising should not be submitted to the bureau, but should be filed with the minutes of the corporation. The advertisements must contain the name of the proposed corporation and a statement that the corporation is to be or has been incorporated under the provisions of the Nonprofit Corporation Law of 1988.