How to Start a Pennsylvania LLC
Pennsylvania LLC Formation – Basics & Helpful Information
This article is meant to be a general overview of thePennsylvania LLC formation process; including information about how to start a Pennsylvania LLC and other basic issues related to Pennsylvania LLCs.
Pennsylvania LLC Filing Fees
The to create an Pennsylvania LLC (i.e. file a Certificate of Organization) is $125. You can extra to expedite the filing ($100 for same-day service if filed before 10:00 AM, $300 for three-hour service if filed before 2:00 PM, or $1,000 for one-hour service if filed before 4:00 PM).
Pennsylvania Filing Time
Regular processing time generally takes at least 2 business days. Expedited processing reduces the turn around time to according to which expediting service you choose.
Pennsylvania Annual Compliance Requirements
Pennsylvania LLCs are required to file annual reports by April 15th, beginning the year after you file.
Form an LLC in Pennsylvania
You can use this checklist to help guide you through the process of forming a Pennsylvania LLC:
The first step in creating an LLC in Pennsylvania is naming your business. You’ll need to check with the Pennsylvania Department of State to make sure the name you’ve chosen is available. You can do this online via the Pennsylvania Business Search.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Pennsylvania Department of State will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.
Pennsylvania Fictitious Names
A fictitious name is similar to a “doing business as” (DBA) name. Although a fictitious name is not legally required, it is a wise business practice. The filing fee is $70 and can be renewed. To register a fictitious name, you must file a Registration of Fictitious Name form with the name, a brief description of the business, the street address of the business, and the name and address of each individual with interest in the business. Following filing, the business must publish an advertisement in a newspaper of general circulation in the county in which the office resides and one advertisement in a legal publication in that county.See more info on Pennsylvania Fictitious Names →
Pennsylvania Certificate of Organization
Your Pennsylvania LLC is formed by signing and filing Certificate of Organization with the Pennsylvania Department of State. You can also e-file the Pennsylvania Certificate of Organization. The staff will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document.
The Articles of Organization must include at a minimum:
- Name of the Pennsylvania LLC
- Statutory Agent’s Name and Address
- Physical or street address of the known place of business of the LLC in Pennsylvania
- Management Structure of the LLC
- Duration of LLC
- Organizer’s Name and Signature
- Statutory Agent Acceptance to be attached
When the Articles are approved for filing, you will receive a Notice of LLC Formation, or Notice for Publication, that you are required to publish. The approval letter you receive from the Pennsylvania Corporation Commission will contain information on how to publish. You have 60 days to publish your Articles in a newspaper in the Pennsylvania county where the LLC does business for 3 consecutive publications. The Pennsylvania Corporation Commission website has a list of acceptable newspapers in each county. You then have 90 days after the date of filing the Articles of Organization to file a notarized Affidavit of Publication evidencing the publication of the Notice for Publication as required by Pennsylvania law.See Pennsylvania Geographical List of Legal Publications →
Pennsylvania Registered Agent Information
Pennsylvania requires that the LLC have a Registered Office, (same as a Registered Agent in other states), which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. The Registered Office must be a physical street address.Read more about Registered Agents in General → Read more about Registered Office Providers →
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meetings are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
After you create your new Pennsylvania LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.Read more about Pennsylvania Licensing and Permitting →
If you have a non-Pennsylvania LLC (aka Foreign LLC) and you are doing business in Pennsylvania, you may need to register the Foreign LLC in Pennsylvania. Each state has a different definition of “doing business”. In Pennsylvania, the kinds of activities that would not constitute “doing business” are outlined in the Pennsylvania Consolidated Statutes Annotated.
The filing fee for the Application for Registration of a Foreign LLC in Pennsylvania is $250.