How to Form an LLC in Pennsylvania

To form an LLC in Pennsylvania, here's everything you need to know.

Here are the steps you need to take to form an LLC in Pennsylvania. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.

  1. Choose a name for your LLC.
  2. Appoint a registered agent.
  3. File articles of organization.
  4. Prepare an operating agreement.
  5. Comply with tax and regulatory requirements.
  6. File annual reports.

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 at the Pennsylvania Department of State business name database.

You may reserve a name for 120 days by filing a Name Reservation (Form DSCB:15-208) with the Pennsylvania Department of State. The form by be filed online or by postal mail.

2. Appoint a Registered Agent

Every Pennsylvania LLC must have an agent for service of process in the state. In Pennsylvania, this is called a registered office (most other states require a registered agent). The registered office must have a physical street address in Pennsylvania. You can find information on Pennsylvania commercial registered office providers here.

3. File a Certificate of Organization

A Pennsylvania LLC is created by filing a Certificate of Organization Domestic Limited Liability Company (Form DSCB:15-8821) with the Department of State. The certificate must include the LLC's name, the name and address of the LLC’s registered agent, the name of each organizer of the LLC, and certain other basic information. The certificate must be accompanied by a completed New Entity Docketing Statement (Form DSCB:15-134A). The certificate and docketing statement may be filed online or by mail.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Pennsylvania, but is highly advisable. The Operating Agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members. If an existing or newly created LLC does not adopt an operating agreement, its existing articles of organization, bylaws or operating agreement, and/or its member control or limited liability company agreement will collectively become its operating agreement.

5. 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 it will have employees or you elect to have it taxed as a corporation. 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. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it is in an unincorporated area). For state license information, consult the Pennsylvania Business One-Stop Shop. For more information, see Nolo's article How to Get a Small Business License in Pennsylvania.

Department of Revenue: 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 Pennsylvania LLC tax registration, see Nolo's article Pennsylvania LLC Annual Filing Requirements.

6. File Annual Registration (Restricted Professional LLCs Only)

Only foreign LLCs and Pennsylvania LLCs engaged in certain specified restricted professional services must file a Certificate of Annual Registration (Form DSCB:15-8221/8998) with the Department of State. (See Nolo's article, How to Form a Professional LLC in Pennsylvania for more information.) The registration may be filed online or by postal mail.

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.

7. 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. To register, file a Foreign Registration Statement (Form DSCB:15-412). The statement may be filed online or by postal mail. The application must be accompanied by a completed New Entity Docketing Statement (Form DSCB:15-134A).

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