These are the steps to form a single-member limited liability company (SMLLC) in Pennsylvania. Remember: For most formation purposes, a Pennsylvania SMLLC is considered the same as a multi-member limited liability company (LLC).
The name of a Pennsylvania SMLLC must contain the words “company,” “limited,” “limited liability company,” or an abbreviation (current Pennsylvania law does not specify allowed abbreviations). The SMLLC’s name must be distinguishable on the records of the Pennsylvania Department of State (DOS) from the names of other business entities already registered or reserved with the state.
Check to make sure the name you want is available by doing a business name search on the DOS website. You can reserve a business name for 120 days by filing a name reservation with the DOS. Name reservations can be done online or by written request for $70. Name reservations can remain in effect for a period of 120 days.
You create a Pennsylvania SMLLC by filing a Certificate of Organization Domestic Limited Liability Company with the Department of State. To complete the certificate you’ll need to provide the official name of your new SMLLC; the address of your SMLLC's registered office; the name and address of each SMLLC organizer; a statement as to whether the SMLLC will be manager-managed; for certain specified professionals, a brief description of the professional services to be rendered; and a few other basic details. You must file a completed New Entity Docketing Statement (Form DSCB:15-134A) with the certificate. To complete the statement you’ll need to provide certain tax-related information about your new SMLLC, including the person responsible for initial tax reports, the SMLLC’s EIN (if any), and its fiscal year end.
You can download blank forms for the certificate of organization and docketing statement by going to the DOS website. You can file online or by mail. The current filing fee is $125.
Every Pennsylvania SMLLC must have a registered office (most other states require a registered agent). A registered office effectively is an individual or business entity that agrees to accept legal papers on behalf of the SMLLC. The registered office can be the SMLLC’s office or a commercial registered office. The registered office must have a physical street address in Pennsylvania. You can find information on Pennsylvania commercial registered office providers here.
All of the paperwork and procedural steps to start a single-member limited liability company in Pennsylvania can be done online using Nolo's Pennsylvania Online LLC Formation application.
Pennsylvania does not require an SMLLC to have an operating agreement. However, even though an SMLLC has just one member, an operating agreement is highly recommended. An SMLLC operating agreement does not need to be filed with the state.
The operating agreement is usually made between the single member and the LLC itself. The agreement typically covers the member’s rights, duties, and obligations, as well as the SMLLC’s management structure. Having an agreement in place can help with liability protection by separating your business from you personally. It also can be useful with lenders and other businesses when entering into business transactions.
In most states, if you don’t state that your SMLLC will be manager-managed when you first register with the state, then your SMLLC will be treated by default as member-managed. The distinction between member-managed and manager-managed can be important so be sure to consider both options before you decide which type of management structure you want for your SMLLC.
An SMLLC that keeps its default tax status of disregarded entity (same as a sole proprietorship) and does not have employees is not required to obtain a federal Employer Identification Number (EIN). Instead, owners of these SMLLCs can report their business profits and losses on their personal tax returns using their own Social Security number or tax identification number.
If your SMLLC has employees or if you choose to have your SMLLC taxed as a corporation rather than as a disregarded entity, you must obtain a federal Employer Identification Number (EIN) from the IRS. Even if you are not required to obtain an EIN for your SMLLC, there are often business reasons for doing so. Banks often require an EIN to open an account in the business’s name and other companies you do business with may require an EIN to process payments. In many cases it makes sense to obtain an EIN for your SMLLC even if it is not required for federal tax purposes.
You can get an EIN by completing an online application on the IRS website. There is no filing fee.
In some cases, for example if you have employees or will be selling goods and collecting sales tax, you’ll need to register with the Pennsylvania Department of Revenue (DOR). (Pennsylvania also has other LLC-related taxes and DOR filings not covered here.) In many of these cases, the process starts by registering online through the Revenue e-Services Center or mailing in Form PA-100. For more information on state LLC tax registration, see Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
Depending on what kind of business you’re running and where it’s located, you may need to obtain local or state business licenses for your SMLLC. Among other possibilities, these might include licenses related to:
Unlike most other states, Pennsylvania does not require most SMLLCs to file an annual report. However, an SMLLC that provides certain specified restricted professional services must file an annual registration with the Department of State. (See Nolo's article, How to Form a Professional LLC in Pennsylvania for more information.) Blank annual registration forms for PLLCs are available for download from the DOS website or you can file online. The due date for PLLCs filing annual registrations is April 15. There is an annual fee of $520 for SMLLCs (or $520 times the number of LLC members).