If you’re looking to form a Limited Liability Company in Pennsylvania, you will want to brush up on how to file the Certificate of Organization. The Pennsylvania LLC Certificate of Organization is the document that is filed with the Pennsylvania Department of State, Bureau of Corporations, and Charitable Organizations to establish a new LLC. After the state approves the filing, the business can officially begin operating and register for the necessary business licenses and permits.
We’ll break down filling out this form, so you can get your business set up.
Featured LLC Formation Services
Best for beginners
Pricing: $0 + State Fees
Best overall pricing
Pricing: $0 + State Fees
Best privacy protection
Pricing: $39 + State Fees
Steps To Fill Out The Pennsylvania LLC Certificate Of Organization
To file the Pennsylvania Certificate of Organization, you will need to submit the completed DSCB:15-8821 LLC Certificate of Organization form to the Pennsylvania Department of State.
The form can be downloaded and sent by mail or filed online, but in this guide, I’ll show how to fill out the Certificate of Organization online.
Once logged in, click on “Business Filing Services.”
Next, click on “File a Business.”
Then, click on “Certificate of Organization Limited Liability Company.”
You will come across four options for the type of Limited Liability Company being created. They are:
– Limited Liability Company: General LLC & most common to form
– Restricted Professional Limited Liability Company: LLCs that provide services licensed by the state MUST select this. Common services that are licensed in Pennsylvania include accountants, attorneys, psychologists, veterinarians, and more.
– Benefit Company: LLCs that have a purpose of creating a general public benefit that will have a material positive impact on society and the environment.
– Benefit and Restricted Professional Limited Liability Company: A Restricted PLLC that has the purpose of creating a general public benefit.
Step 1: Select an LLC Name
The first step in filling out the Pennsylvania Certificate of Organization is to pick a business name.
There are a couple of requirements when choosing a Pennsylvania LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Pennsylvania unless you receive consent from the current registrant. You can verify name availability by doing a Pennsylvania LLC name search with the Pennsylvania Department of State to be sure the LLC name is available.
2. There are restricted names such as “Bank,” “Credit Union,” “Insurance,” “College,” “Engineer,” “Surveyor,” “Architect,” “Psychology,” “Social work,” and others unless approval is granted from the state.
3. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Limited Liability Co.
– Ltd. Liability Company
– Ltd. Liability Co.
– Company
– Co.
– LLC
– L.L.C.
– Limited
– LTD
– Ltd.
You are first asked whether there is a previously filed reserved name that will be used for the filing. It is optional to reserve an LLC name. If a name has been reserved, choose “Yes”; otherwise, click “No,” and enter the LLC name you want, including the identifier.
Next, if the name is unique, you will select that consent is not required; however, if the name is in use, you will have to get consent. To get consent:
– Contact the current registration and get permission to use the name.
– Have the Pennsylvania Department of Revenue certify that the business is out of existence or has not filed tax returns for the last three years.
– If the business is a Foreign LLC (one that was initially formed in another state) and is no longer in business, obtain certification that they have abandoned the name.
Step 2: Effective Date
While you cannot back-date the formation date of your LLC, you can choose to delay the start date of the LLC if you want to have the paperwork finished but aren’t ready to start the business or if the filing is being done close to the end of a calendar year, and the business isn’t going to have any activity until the start of the next year. By delaying the start date until the following year, you can eliminate the need to file a partial-year business tax return.
If you want the LLC to start immediately, choose “when filed with the Department of State.”
If you want the LLC to start later, select the box that says “on a future specific date” and enter a future date.
Step 3: Enter Your Email Address
You have the option to opt-in to email notifications from the Department of State. I would recommend doing this in order to get timely information, especially with the LLC renewal that only happens every 10 years.
Step 4: Describe What the Business Will Do
In step 4, we are asked to provide information about the activities of the business. A general purpose statement isn’t allowed, so be sure to provide some information about the primary activities of the business.
Step 5: Enter Contact Information for the Individuals Responsible for the Initial Tax Report
Enter the name and address of the individual who will be responsible for filing the initial tax report. Most people who form their LLCs list themselves as the responsible party.
Step 6: Enter an EIN/FEIN
This is an optional step. You normally don’t want to register for an EIN until after the LLC has been approved.
If you already have an EIN, enter it here.
Step 7: Select the LLC’s Tax Year
This is another optional field that is usually best to skip unless you have already planned this. Most people choose to have their LLC tax year-end on December 31st, but some will choose a different date.
Step 8: Include Information for the Registered Office
Every LLC in Pennsylvania is required to have a registered office address. The registered office (sometimes referred to as a registered agent) may be, but is not required to be, the actual place of the business to the physical street address or the main location where the business records are kept. A physical address in Pennsylvania must be used, as P.O. Boxes are not acceptable.
Related: What are the requirements for a registered office in Pennsylvania?
Enter either a registered office address in the state of Pennsylvania or the name of a commercial registered office provider and the county of venue.
Step 9: List the Names of the LLC Organizers
Include the name(s) of the initial organizers of the LLC (people helping with the formation of the entity). This is often the owner, but it can be anyone helping with setting up the LLC.
Step 10: Upload any Additional Provisions
If there are additional governance rules that should be applied to the LLC, upload those in this section (not common).
Step 11: Select Filing Fees
If the LLC is owned by a veteran or reservist, the state will waive your filing fees. Proof of status will be needed (DD-214, NGB-22, or valid Department of Defense military ID).
Next, you can choose the filing speed. Standard processing typically takes 7-10 business days or expedited processing.
Step 12: Review the Certificate of Organization
Next, review the submitted information to ensure it is correct. If it is, click on the next screen.
Step 13: Sign, Pay, and Submit the Certificate of Organization
Last, sign the document and pay the state filing fee to submit the Certificate of Organization to the Pennsylvania Department of State!
- ZenBusiness – Easiest for beginners (starting at $0 plus state fees)
- Bizee – Best prices for additional business services (starting at $0 plus state fees)
- Northwest – Best privacy protection ($39 plus state fees)
Pennsylvania LLC FAQs
How much does a Pennsylvania LLC cost?
The state filing fee to start an LLC in Pennsylvania is $125. If you are a U.S. veteran, your LLC filing fee is waived.
Is there an annual fee for an LLC in Pennsylvania?
LLCs in Pennsylvania will need to file a Pennsylvania LLC annual report and $7 state filing fee.
How long does it take to form a Pennsylvania LLC?
It normally takes 7-10 business days for the Pennsylvania Department of State to process the paperwork to form an LLC in Pennsylvania.
Does Pennsylvania require an LLC to have an operating agreement?
Under Pennsylvania Code, Statute § 8815, an LLC operating agreement is optional. Although it isn’t required, it is recommended that most LLCs have one, as it can help prevent disputes among members and better protect the LLC’s legal status.
