S Corporations Changing Names in Pennsylvania

In Pennsylvania, an S corporation is formed in the same manner as a regular for-profit corporation. S corporations are not a specific business structure, they are a type of tax status that an existing corporation may choose to select. Because Pennsylvania treats S corporations and all other for-profit corporations the same in terms of business structure, the process for changing the name of an S corporation is the same as the process for changing the name of a regular corporation.

S corporations are closely held, for-profit corporations that permit shareholders to pay income taxes on corporate income as if the corporation was a partnership. In Pennsylvania, an S corporation is formed by filing articles of incorporation and a docketing statement with the secretary of state. The corporation becomes an S corporation when it elects to be structured in that manner through the corporation's operating agreement and tax payment structure.

To change the business name of your S corporation in Pennsylvania, you need to file an application for the registration of a fictitious name. The fee is $70; you must also file the applicable paperwork. You will also need to give a brief statement of the character and nature of your business, the name of every business that will be associated with the fictitious name, and the names of individuals associated with the fictitious name. To file an application for the registration of a fictitious name you will need to file form 311-1 with the Pennsylvania Department of State by mail. You can download the form on the Pennsylvania Department of State's website.

When selecting a name for your fictitious name registration for your S corporation, you will need to conduct a search to ensure that no other entity in the state of Pennsylvania is using the same name. Additionally, you may consider broadening your name search to other states, depending on your type of business. When selecting a fictitious name you may not use a corporate designator such as "corporate," "incorporated," "limited" or any type of derivation. However, you may use designators such as "company," "fund," "association" or "syndicate." The Pennsylvania Department of State provides a link to its name search database.

Before filing for an application of a fictitious name for your S corporation, there are many questions you may want to consider whether the change in name violates your bylaws, how a name change will affect your existing customer base, as well as how the name change will affect any products you may have branded. Be sure to look at your corporate bylaws to see if such change is permitted and to ascertain how to properly go about approving such change.

If you decide to change the name of your S corporation for a second time, or if you decide to cancel your fictitious name registration, you will need to file an amendment of fictitious name registration. The filing fee is also $70; the state form is very similar to the application for registration of fictitious name form.