How to Form an LLC in Pennsylvania

Co-authored by Clinton M. Sandvick, JD, PhD

Last Updated: May 24, 2023 References

A limited liability company (LLC) is a hybrid of a corporation and a partnership.^{[1]
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U.S. Small Business Administration
U.S. government agency focused on supporting small businesses

Go to source} If an LLC incurs debt or is sued, an owner's assets are usually exempt and cannot be taken.^{[2]
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Trustworthy Source

U.S. Small Business Administration
U.S. government agency focused on supporting small businesses

Go to source} However, in reality, debts are often secured using the personal assets of one or more of the owners. This means personal assets are often at stake, even when you create an LLC. For example, a bank will not usually loan an LLC money unless an owner personally secures the loan, which means that person's personal assets will be at stake should the loan not be repaid. LLCs are now available in nearly every state, but each state has its own laws restricting LLC activity.

Part 1

Part 1 of 3:

Naming Your LLC

Think of a name that is distinctive, communicative, and projects a positive and professional image of your business. Pennsylvania law requires LLC names to include the words "Company," "Limited," or "Limited Liability Company," or an abbreviation of any of these options such as "Ltd." "LLC" or "Co."^{[3]
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Check your name's availability. Look online to see if your chosen LLC name has already been taken. Search your name at the Pennsylvania Department of State business name database. Type the name into the space labeled "Business Entity Name/ID," then select "Corporate name availability" in the drop-down menu.^{[4]
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- Search similar-sounding names to make sure your business will be easily distinguished from other local LLCs. Applications for businesses with names that are too similar to existing businesses will be rejected by the state of Pennsylvania.^{[5]
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- Call the Bureau of Corporations at (717) 787-1057 for help.
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Reserve your name. When you have chosen a name, reserve it by filing a Name Reservation form (Form DSCB:15-208) with the Pennsylvania Department of State. Your reservation will hold for 120 days while you register your business. With your form, pay a filing fee of $70.^{[6]
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- You can fill this form out online at [1] or print it and mail it to Pennsylvania Department of State Bureau of Corporations and Charitable Organizations, P.O. Box 8722, Harrisburg, PA 17105-8722.
- Use black or blue ink if you are filling the form out by hand.
- Bank applications are held for six months.^{[7]
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Part 2

Part 2 of 3:

Organizing Your LLC

Decide whether your LLC will be member-managed or manager-managed. A member managed LLC is run by all its members, while a manager-managed LLC also has passive investors who do not participate in the running of the business. When you file your certificate of organization, you will need to specify what your management structure is.^{[8]
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Pick a registered office. All Pennsylvania LLCs must appoint an individual or business entity in charge of accepting legal papers for the LLC if the LLC is sued. Your registered office must be a Pennsylvania resident or a business entity authorized to do business in Pennsylvania. This person or entity must have a physical street address in Pennsylvania. Consult the list of commercial registered office providers at the Pennsylvania Department of State website.^{[9]
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- Your registered office must maintain regular business hours. Choose a registered office that provides mail forwarding and information shielding. If you are subpoenaed, their address will be listed rather than yours.^{[10]
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Pick a Pennsylvania street address to receive your mail. A post office box is not valid. If you haven't rented office space, use the house of one of your members. Any Pennsylvania street or rural route box address is valid.^{[11]
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Make an operating agreement. Operating agreements are not required by the state of Pennsylvania, but they are extremely useful, especially if you are working with multiple members.^{[12]
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- If you are the only member of your LLC, having an operating agreement will help you maintain your LLC status if you begin to look too much like a sole proprietorship.^{[14]
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- Search online for Pennsylvania LLC operating agreement templates. You will find ample options to compare.^{[15]
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Part 3

Part 3 of 3:

Registering the LLC

You will need to request an EIN if your LLC has more than one member, if you plan to hire any employees, or if you choose to be taxed as a corporation instead of a sole proprietorship. Get your EIN through the IRS website. There is no filing fee.^{[16]
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Submit a Certificate of Organization. Officially create your LLC by filing a Certificate of Organization Domestic Limited Liability Company (Form DSCB:15-8913) with the Department of State. Fill out Pennsylvania Articles of Organization online at [2], or by printing and mail it to "Department of State, Corporation Bureau, P.O. Box 8722 Harrisburg, PA 17105-8722."^{[17]
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- With your certificate, send your New Entity Docketing Statement (Form DSCB:15-134A).^{[18]
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  Research source} You will need to know your EIN to complete this step.
- With your certificate and statement, send a filing fee of $125.^{[19]
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Most Pennsylvania LLCs must file Form RCT-101 (PA Corporate Tax Report), available on the Department of Revenue website at [3]. If you want your LLC to have employees, or sell goods and collect sales tax, you’ll need to register with the Pennsylvania Department of Revenue (DOR). Register online through the Revenue e-Services Center, or mail in Form PA-100.^{[20]
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Depending on the type of LLC you are opening, you may need additional licenses to run your business. If your business deals in food, agriculture, or pesticides and other chemicals, for example, you will need to obtain additional permits. You can find federal results on the website for Small Business Administration at https://www.sba.gov/content/what-federal-licenses-and-permits-does-your-business-need.
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File annual reports if you are a Professional LLC (PLLC). Pennsylvania does not require most LLCs to file annual reports. However, PLLCs must file an annual registration with the Department of State. Forms may be found online at the Department of State website: http://www.dos.pa.gov/BUSINESSCHARITIES/BUSINESS/REGISTRATIONFORMS/Pages/default.aspx#.VpaChMArK2y. You may also receive a form by calling 717-787-1057, by visiting the DOS reception room in person, by visiting a stationary or form supplier store in Pennsylvania,^{[21]
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- The due date for annual registrations is April 15, and the filing fee is $200.
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