Forming an LLC in Pennsylvania

Created by FindLaw's team of attorney writers and editors.

If you're contemplating forming an LLC, you'll want to understand every aspect of this process in order for it to go smoothly. This article discusses the process of forming an LLC in Pennsylvania, including links for necessary forms and relevant statutes.

Forms for Pennsylvania LLC Formation

Just like forming a corporation, establishing an LLC in Pennsylvania involves the filing of specific forms, many of which can be completed on your own. If you're considering a do-it-yourself approach, FindLaw's Pennsylvania LLC Formation Package has everything you need to get started.

LLC vs. Other Business Types

In Pennsylvania, you have a few options for structuring your business. You can form an LLC, which is a business type that contains owners (members) who have limited liability against the company's court judgments and debts just like a corporation. An LLC also provides the same tax advantages that a partnership does; however, it requires more effort to form an LLC in contrast to the relative ease of forming a partnership. If you're a licensed professional, you may also consider a restricted professional company.

Restricted Professional Companies

Pennsylvania recognizes restricted professional companies for licensed professionals. Both restricted professional companies and other professionals can form LLCs in Pennsylvania. However, certain professionals must form a restricted professional company instead of a regular LLC. Those professions are:

  • Chiropractic;
  • Dentistry;
  • Law;
  • Medicine/surgery;
  • Optometry;
  • Osteopathic medicine/surgery;
  • Podiatric medicine;
  • Public accounting;
  • Psychology; and
  • Veterinary medicine.

Other licensed professionals that aren't on the list may form a regular LLC, but may be subject to additional rules and regulations under Pennsylvania law.

Forming an LLC in Pennsylvania: Summary of the Law

While there are a lot of similarities in the LLC formation process among states, you must know the specific requirements in your chosen state for proper compliance. Read on for information on how to form an LLC in Pennsylvania.

Statutes

Pennsylvania Statutes Title 15 Pa. C.S.A.:

  • Section 15-8102 (interchangeability of forms of organization)
  • Section 15-8105 (ownership of certain partnerships and LLCs)
  • Section 15-8221 (annual registration)

Name the LLC

Pennsylvania LLC names must:

  • Contain the terms "company", "limited", or "limited liability company"; or an abbreviation of those terms; and
  • Be different from the names of existing businesses that are already registered with the Pennsylvania Department of State.

Use the Department of State Business Name Database to check for name conflicts.

File a Name Reservation with the Pennsylvania Department of State to reserve a name for 120 days. Along with a fee, you can file the form online or via mail.

Select a Registered Office

Select a "registered office" (referred to as "registered agents" in other states) who will accept legal documents if the LLC is sued.

The registered office:

  • Can be a Pennsylvania resident or business entity authorized to do business in Pennsylvania; and
  • Must have a physical street address in Pennsylvania.

File Certificate of Organization

You must file a Certificate of Organization with the Department of State. The filing (which includes fees) must include the following information:

  • The LLC's name and address;
  • The registered office's name and address;
  • LLC organizers' names and addresses;
  • Whether the LLC is manager-operated; and
  • Whether the LLC provides professional services (if applicable).

A "New Entity Docketing Statement" must accompany the Certificate. The contents must include:

  • LLC name and purpose; and
  • The name and address of the person responsible for initial tax reports and other tax information including the Employer Identification Number (EIN).

Create an Operating Agreement

Although Pennsylvania doesn't require them, it's recommended that you , it's recommended that you create an operating agreement.

Comply with Other Tax and Regulatory Requirements and Determine Necessary Business Licenses/Permits

If your business sells goods or you have employees, then you'll likely have to register with the Pennsylvania Department of Revenue (DOR).

You may also have to obtain local and state business licenses.

Annual Reports

After LLC formation, Pennsylvania doesn't require LLCs to file an annual report, except for LLC that provide restricted professional services; they must file an annual registration with the Department of State.

Note: State laws are always subject to change through the passage of new legislation, rulings in the higher courts (including federal decisions), ballot initiatives, and other means. While we strive to provide the most current information available, please consult an attorney or conduct your own legal research to verify the state law(s) you are researching.

Foreign LLCs

All LLCs organized outside of the state must register with the Pennsylvania Department of State to do business in Pennsylvania. If you already have an LLC and want to register to do business Pennsylvania, then you'll need to form a foreign LLC.

Forming an LLC in Pennsylvania: Related Resources

Are You Ready to Start Forming Your Pennsylvania LLC? Contact a Lawyer

Forming an LLC in Pennsylvania is generally a simple process. However, you might have specific concerns about restricted professional companies or other matters that require legal expertise. Don't delay contacting a skilled Pennsylvania attorney.

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