Forming an LLC in Pennsylvania

by Attorney Anthony Mancuso

How to form an LLC in Pennsylvania.

"LLC" stands for limited liability company, a legal ownership structure similar to a corporation. Like a corporation, an LLC protects its owners from being personally liable for business debts. (In contrast, when you operate as a sole proprietor or a partnership, you are personally responsible for debts of the business.)

Setting up an LLC in Pennsylvania requires two short steps:

1. Choose a name for your LLC.
The name of your business cannot be the same as the name of another business entity on file with the Department of State. To see if your proposed name is unique, you can search Pennsylvania’s name database.

In Pennsylvania your LLC name must contain the words "Company," "Limited," or "Limited Liability Company," or an abbreviation of one of these three choices. The statute does not provide examples of acceptable abbreviations for these words -- our guess is that "Ltd." and "Co." can be used, but not "Liab."

2. File the formation document.
In Pennsylvania the formation document is called the Certificate of Organization. Prepare and file the Certificate of Organization with the Department of State. The Certificate of Organization should include your LLC’s name, its purpose, its address, and the name and address of your registered agent.

For help filing the Certificate of Organization with the state of Pennsylvania, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or Nolo’s software LLC Maker. Or, to form your LLC online right now, use our online LLC formation service.

That’s it! That’s all it takes to become an LLC in Pennsylvania.

Operating Your LLC
Though not legally required, you should also create an LLC operating agreement that will guide the LLC owners in operating the business (much like a partnership agreement or corporate bylaws). This document does not need to be filed with the Department of State. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or Nolo’s software LLC Maker.

To retain your LLC’s status as a separate entity, LLC members must observe certain formalities, such as keeping detailed financial records and recording minutes of major decisions. For more information, as well as minutes forms, consent forms, and over 80 resolutions, see Your Limited Liability Company: An Operating Manual, by Anthony Mancuso (Nolo).

Last updated on 11/16/07.

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