How to Form an LLC in Pennsylvania
Pennsylvania Department of State – Bureau of Corporations & Charitable Organizations
PO Box 8722
401 North Street – Room 206
Harrisburg, PA 17105-8722
Statutory Authority: Limited Liability Company Law of 1994 — 15 Pa. Consol. Stat. § 89 (2010)
Pennsylvania LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Certificate of Organization.”
3. Complete the “Docketing Statement.”
4. Prepare a Letter of Transmittal.
5. Submit your completed documents, along with a photocopy and your filing fees, to the Pennsylvania Department of State.
Pennsylvania Certificate of Organization
The following information is legally necessary and sufficient to form a limited liability company in Pennsylvania:
1. Name and address to whom the documents will be returned
2. Company name
3. Registered agent name and street address
4. Name and address of each organizer
5. Effective date if other than date of filing
6. Optional provisions
7. Date and organizer signature
Pennsylvania LLC Fee Schedule
Name Reservation: $70.00
Certificate of Organization: $125.00
Application for Registration: 250.00
Expedited Service: $70.00
Certified Copy: $55.00 plus $3.00 per page
Certificate of Termination: $70.00
Your company name must end with a limited liability company designator. In Pennsylvania the specific limited liability company designators are: “Limited Liability Company” ” Limited” “Company” “L.L.C.” “LLC” “Ltd.” “Co.”
Conduct an entity name search by mail or by phone to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing a “Name Reservation” and paying a name reservation fee of $70.00.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Pennsylvania requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Pennsylvania resident or active Pennsylvania business entity that has a Pennsylvania street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Pennsylvania resident and have a Pennsylvania street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Pennsylvania limited liability company. Nevertheless, Pennsylvania permits you to add other provisions to your Certificate of Formation as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
Registering as a Foreign Entity
1. Complete the “Application for Registration – Foreign.”
2. Complete the “Docketing Statement.”
3. Submit the completed documents, along with the $250.00 filing fee, to the Pennsylvania Department of State.
Dissolving a Pennsylvania LLC
1. Obtain a “Tax Clearance Certificate” from the Department of Revenue and the Department of Labor and Industry.
2. Complete the “Certificate of Dissolution.”
3. Submit the appropriate Articles, along with both “Tax Clearance Certificates” and the $70.00 filing fee, to the Pennsylvania Department of State.