Legal Question in Business Law in Pennsylvania

Incorporation in Pennsylvania

For a corporation being formed in Pennsylvania, section 1502(a) of title 15 of the Pennsylvania Consolidates Statutes exhaustively enumerates 20 "powers" that each business corporation automatically has. And sec. 1502(b) says "it shall not be necessary to set forth in the articles of incorporation ... the powers enumerated in subsection (a).

Concerning the form called a "docketing statement," (DSCB:15-134A) what is requested is a candid and accurate description of the corporation's actual business, e.g. "retailing women's dresses."

Your question might be based on the fact that in years past, it was necessary to enumerate the "purposes" for which a corporation was being formed, and if the corporation tried to take actions outside those purposes, such actions would be prohibited as "ultra vires." The modern Pennsylvania corporation law generally avoids such a problem.

In general, someone transforming a business from a sole proprietorship to a corporation should have a reason for doing so and should be aware of the tax implications of transferring assets to the corporation. It is wise to consult an attorney or tax advisor to make sure that optimal choices for one's particular situation are being made for each option..