How to Change a Corporate Director in Pennsylvania

If the board of directors for your Pennsylvania corporation changes, you’ll have to follow the procedures laid out in your bylaws. Here’s how:

Can I remove a director from my PA corporation?

Yes, just follow the protocol outlined in your PA Corporate Bylaws. As an internal document, corporate bylaws often differ from corporation to corporation depending on an individual company’s needs. That said, the basic process of removing a director from your board of directors usually requires:

• Calling a shareholders’ meeting
• Holding a vote (with a quorum present)
• Recording the vote in your meeting minutes
• Adopting a resolution (if the majority of voters approve)

Certainly defer to your bylaws for the proper course of action. And if you’re unsure how to proceed, you may want to seek legal counsel.

Do I change my articles if my board loses a member?

Probably not. Pennsylvania does not require corporations to include directors’ names when filing Pennsylvania Articles of Incorporation. If for some reason you did include the names of your board members when filing articles of incorporation, you’ll have to file Pennsylvania Articles of Amendment to update your files with the PA Bureau of Corporations and Charitable Organizations.

Do I need to contact the PA Dept of Rev?

You won’t need to contact the Pennsylvania Department of Revenue (DOR) if you remove a member from your board of directors. You will, however, need to contact the PA DOR if you change your corporate officers, since your corporate officers are listed by name in your annual PA Corporate Tax Report.

How do I update corporate officer info in PA?

To update the names of your corporate officers with the state of Pennsylvania, you can simply include updated information in your annual corporate tax report, submitted to the PA Department of Revenue. Or, if you’ve already filed your taxes for the year, you can submit REV-1605 with the Pennsylvania Department of Revenue:

• Fax: 717-787-3708
• Email: [email protected]

For any other questions, or questions related to your specific business, it’s a good idea to reach out to a business attorney and/or CPA.