1. Choose a Name for Your LLC
Under Pennsylvania law, 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; however, it is likely that "Ltd." and "Co." can be used, but not "Liab.'"
Your LLC’s name must be distinguishable from the names of other business entities already on file with the Pennsylvania Department of State. Names may be checked for availability by at the Pennsylvania Department of State business name database.
You may reserve a name for 120 days by filing a name reservation with the Pennsylvania Department of State. There is no form for this purpose. You must sent a letter or fax to the Department of State, Corporation Bureau, PO Box 8722, Harrisburg, PA 17105. The filing fee is $70.
2. File a Certificate of Organization
A Pennsylvania LLC is created by filing a Certificate of Organization Domestic Limited Liability Company with the Department of State. The certificate must include: the LLC's name and address; the name and address of the LLC’s registered agent; the name and address of each organizer of the LLC; whether the LLC will be run by a manager; and whether the LLC will provide professional services. The certificate must be accompanied by a completed New Entity Docketing Statement, form DSCB:15-134A. This form must include the LLC's name, the name and address of person responsible for initial tax reports; its purpose; its effective date, if any; its EIN, if any; and its fiscal year end. The certificate and docketing statement must be filed by mail. The filing fee is $125.
3. Appoint a Registered Agent
Every Pennsylvania LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be an Pennsylvania resident or a business entity authorized to do business in Pennsylvania. The registered agent must have a physical street address in Pennsylvania. A list of registered agents is available on the Pennsylvania Department of State website.
All of the paperwork and procedural steps to start a limited liability company in Pennsylvania can be done online using Nolo's Pennsylvania Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Pennsylvania, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the certificate of Organization.
5. Publication Requirements
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
7. File Annual Registration
Only Pennsylvania LLCs and foreign LLCs that are engaged in professional services must file a Certificate of Annual Registration with the Department of State. These must be filed with the Corporation Bureau by April 15th of every year. The registration is filed by mail. An annual fee of $460 times the number of members of the LLC must be paid.
8. Foreign LLCs Doing Business in Pennsylvania
To do business in Pennsylvania, all LLCs organized outside of the state must register with the Pennsylvania Department of State. Foreign LLCs must appoint a registered agent for service of process.
To register, file an Application for Registration-Foreign. The application must be filed by postal mail. The application must be accompanied by a completed New Entity Docketing Statement, form DSCB:15-134A. The filing fee is $250.
Be sure to check the Pennsylvania business name database to see if the foreign LLC's name is available in Pennsylvania. If not, it must register and transact business under another name. To do so, file:
an Application for Registration of Fictitious Name showing the assumed fictitious name, plus $70 fee (the fictitious name must also be available for use in Pennsylvania), and
- an Application for Certificate of Authority showing both the true name and the assumed fictitious name of the LLC on the fictitious name application.