Did you know that Pennsylvania law requires corporations and fictitious name registrations to “officially publish” advertisements in order to be effective? This requirement applies to domestic and foreign business corporations and nonprofit corporations, as well as fictitious names registered in Pennsylvania.
The advertising requirement is a nuance of entity formation that is often missed and could prove costly in the long run. For example, in the context of a corporation, failure to follow corporate formalities can be used as an argument to pierce the corporate veil, which could impose personal liability on the shareholders of the corporation.
So what does it mean to “officially publish” an advertisement in Pennsylvania? You must publish in two newspapers of general circulation in the county where the corporation or fictitious name is located. One of the newspapers must be the legal newspaper, if any, designated by the rules of court for the publication of legal notices.
Therefore, if you are registering a corporation with a registered address located in Lancaster County, in addition to the Department of State filing requirements, you must officially publish notice of the articles of incorporation in the Lancaster Law Review, which is Lancaster County’s legal periodical of record, as well as another newspaper of general circulation, such as with LNP.
The publication can be made before or after the filing of the articles of incorporation or the fictitious name registration. My recommendation is to wait until you receive confirmation from the Department of State prior to advertising to avoid any potential issues with name conflicts that might arise.
Advertisement rates vary from publication to publication, but in my experience, advertisement typically adds at least $200 to the costs of the incorporation or fictitious name registration process.
Once the advertisement runs, the publication typically provides official proof of publication for your records, which should be kept either with the minutes of the corporation or with your important business records.
Want to make sure your business entity is formed properly? My recommendation is to talk through your individual situation with a business attorney early in the process to develop a plan that fits your needs and make sure that all of the appropriate steps are taken to form your business entity.