How to Set Up an LLC in Pennsylvania
A Pennsylvania LLC (limited liability company) is a business type that combines strong liability protection with a flexible management structure. By default, LLCs are taxed as pass-through entities. To set up an LLC in Pennsylvania, you must file a Certificate of Organization and a Docketing Statement to the Pennsylvania Bureau of Corporations and Charitable Organizations and pay the $125 filing fee. You’ll need to choose a business name and registered agent before you’re ready to file. Pennsylvania can take between one and four weeks to process LLC filings, once they receive your paperwork. Below is a step-by-step guide to making your Pennsylvania LLC official.
Ready to Start a Pennsylvania LLC?Get Started
Name Your LLC
Designate a Registered Office
Submit LLC Certificate of Organization
Write an LLC Operating Agreement
Get an EIN
Open a Bank Account
Fund the LLC
File reports + taxes
1. Name Your LLC
The first step is to choose a business name that meets Pennsylvania’s naming requirements, which you can find in 15 PA Cons Stat § 202-204. In brief, your LLC’s name must:
- Be one-of-a-kind among business names registered in Pennsylvania.
- Contain the words “limited liability company,” “limited,” or “company” OR an abbreviation of these words (like “LLC.”)
- Not suggest your business is something it isn’t, like a nonprofit or a university.
Already have a business name? Check to see if it’s available.
Can I reserve a business name in Pennsylvania?
Yes. If you want to reserve your business name while you prepare to start your LLC, you can submit a Name Reservation form to the Pennsylvania Bureau of Corporations and Charitable Organizations to reserve your business name for up to 120 days. The filing fee is $70.
What’s the difference between my LLC’s name and a fictitious business name?
The company name listed on your Certificate of Organization will be your LLC’s official name. If you want to do business using a different name, you can register a fictitious business name (sometimes called a DBA or “doing business as” name). Businesses often use fictitious business names when re-branding, launching a new product, or breaking into a new industry.
To use an assumed business name in Pennsylvania, you must file a Registration of Fictitious Name and pay a $70 filing fee to the Bureau of Corporations and Charitable Organizations. Sole proprietors and partnerships have to publish notice in a newspaper to register a fictitious business name, but LLCs do not.
Considering using an assumed business name? Learn How to Get a DBA.
2. Designate a Registered Office
Next, you need to designate a registered office. Most states require you to appoint a registered agent—in Pennsylvania, you need to designate a registered office, but the basic requirements are the same. Your registered office is where service of process (legal mail like summons, subpoenas, or complaints) will be delivered in person to your business. Your registered office must be an actual street address in Pennsylvania and will go on the public record. Hiring a commercial registered agent helps you protect your privacy and ensures that you won’t miss an important notice while you’re out of town.
Learn why the pros use a registered agent service.
What are the requirements for a registered office in Pennsylvania?
Per 15 PA Cons Stats § 8825, every Pennsylvania LLC must maintain a registered office. Your registered office must:
- Have a physical street address (not a P.O. box or virtual office) in Pennsylvania.
- Be open during regular business hours.
- Have someone present who can accept service of process on behalf of your business.
What’s a CROP in Pennsylvania?
A Commercial Registered Office Provider (CROP) is Pennsylvania’s name for a registered agent service. A CROP will list their business address on your Certificate of Organization and accept legal mail on behalf of your business. A good one will scan and upload your documents to a secure account immediately, so you don’t miss a summons or some other scary paperwork while you’re out of town.
Can you be your own registered agent in Pennsylvania?
Yes. You will need to put your own address on the public record and be available during business hours to accept service of process in person.
Since many business owners are not comfortable with sharing their personal address publicly, they often choose to hire a registered agent service (called a Commercial Registered Office Provider or CROP in Pennsylvania) that will list their business address on public forms instead of the business owner’s whenever possible. Hiring a registered agent service also means that you can go on vacation without worrying you’ll miss a legal summons.
Can I change my registered office after I start an LLC?
Yes. To change your registered office in Pennsylvania, you must file a Change of Registered Office form and pay a $5 fee.
3. Submit LLC Certificate of Organization & Docketing Statement
When you’re ready to officially form your LLC, you’ll need to file a Certificate of Organization and Docketing Statement with the Pennsylvania Bureau of Corporations and Charitable Organizations. When you file online, the Certificate of Organization and Docketing Statement are combined into one form. However, if you file by mail, you’ll need to fill out and submit two separate forms.
Note: All of the information on this form will become part of the public record.
You’ll need to provide the following information in your Certificate of Organization and Docketing Statement:
- Veteran status (optional). If you are a veteran or active reservist, Pennsylvania will waive the $125 filing fee.
- Company name. Must include “company,” “limited” “limited liability company,” or any abbreviation thereof.
- Registered office. If you have not hired a commercial registered office provider (aka registered agent service), you must list the address where your business will receive important notices from the state. This cannot be a P.O. box. If you have hired a commercial registered office provider, you just provide their name and the county they’re based in.
- Organizer(s). The names and addresses of the whoever who completes your Certificate of Organization. This doesn’t have to be someone within your LLC.
- Effective date. Whether you want your LLC to become active immediately (most common) or to become active on a future date. For example, you might put off your effective date until the start of a new tax year.
- Restricted professional companies. If your LLC is going to provide any of the state-licensed services (medicine or law) listed on the form, you’ll need to indicate those services here.
- Benefit companies. Check the box if your LLC will be a benefit company. Benefit companies need to provide a specific public benefit (like education) but can also make a profit. Benefit companies have additional filing requirements.
- Signature. Your LLC organizer(s) sign here.
- Additional provisions (optional). You have the option to attach additional documents, such as member/manager information or government approval documents (if needed).
- Docketing Statement. Online, this form is included. If you’re filing a paper form, you’ll need to download and attach the Docketing Statement. It requires the name and address of whoever will file tax reports, a brief description of business activity, your tax or fiscal year end date and your FEIN (which you can get later).
How can I keep my personal information off the public record?
The names and addresses written on your Certificate of Organization will go onto the public record, where anyone can find them with a quick online search.
To protect your privacy, your best bet is to hire a commercial registered agent that will put their business address on forms instead of yours wherever possible.
What’s the difference between a member-managed and manager-managed LLC?
A member-managed LLC is, as the name suggests, is run by members (owners). In contrast, a manager-managed LLC is run by managers whom the members hired. The people who manage your LLC will be able to hire and fire employees, enter into contracts, and open company bank accounts, along with other responsibilities.
For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.
How do I file the Pennsylvania Certificate of Organization and Docketing Statement?
You can file your Certificate of Organization and Docketing Statement online or by mail. The filing fee is $125.
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722
4. Write an LLC Operating Agreement
Your LLC operating agreement is a contract between your members, governing how your business will handle important situations. Strong operating agreements cover a wide range of topics, including how much each member invested, how you’ll vote to make changes, and even what you’ll do if the business doesn’t work out.
Pennsylvania operating agreements are internal documents, so you don’t need to file yours with the Department of State. In the absence of an operating agreement, your LLC will be subject to Pennsylvania’s default LLC laws.
Check out our attorney-drafted Pennsylvania LLC Operating Agreement.
Does Pennsylvania require an LLC to have an operating agreement?
No. 15 PA Cons Stat § 8815 specifies what an operating agreement can and cannot do, but it doesn’t mandate that LLCs adopt one. While the Pennsylvania Department of State doesn’t require operating agreements, most banks require LLCs show an operating agreement before opening a business bank account. And if you’re ever taken to court, your operating agreement can show that your business has been following consistent rules and procedures, which could be crucial for maintaining your limited liability.
What should be included in an operating agreement?
Operating agreements deal with the big picture. Your operating agreement should plan for the major situations that most LLCs encounter, including allocating profits and losses, voting procedures, and dissolution. Here are some of the most important topics to cover in your operating agreement:
- initial investments
- profits, losses, and distributions
- voting rights, decision-making powers, and management
- membership interest
- dissolving the business
Pennsylvania law puts some limitations on operating agreements, but for the most part, your operating agreement can include any rule for your LLC that is within legal bounds and doesn’t contradict the Certificate of Organization.
Does a single-member LLC need an operating agreement?
Yes. You might feel silly signing an agreement with yourself, but your single-member LLC will most likely need an operating agreement to open a bank account. Plus, in the case of a lawsuit, a strong operating agreement could help you reinforce your business’s limited liability.
5. Get an EIN
An Employer Identification Number (EIN), also called a Federal Employer Identification Number (FEIN), is a tax ID number assigned to a business by the IRS. It’s basically a social security number for your business. You can get an EIN directly from the IRS for free, either online or by mail. Applying by mail will take longer, but you must apply by mail if you don’t have a social security number.
Do I need an EIN for my Pennsylvania LLC?
Yes. Technically, Pennsylvania LLCs are only legally required to obtain an EIN under certain circumstances, including if you want to hire employees or if you will need to file federal excise tax returns for the sale of alcohol/tobacco/firearms. However, almost every LLC will need an EIN to open a business bank account. Plus, with an EIN, you can avoid the risk of giving your social security number to vendors and other strangers.
What To Do After Forming Your Pennsylvania LLC
6. Open a Bank Account
Every LLC should have its own bank account. Why? The reason LLCs get to enjoy limited liability status is that the state considers them to be distinct legal entities, separate from their owners. To maintain this legal separation, you must keep business finances separate from personal finances. Otherwise, a court could decide that your LLC isn’t really a separate entity—and they could revoke your limited liability status.
Here’s what you’ll need to bring to the bank when you open your business bank account:
- Pennsylvania LLC Certificate of Organization (a copy is fine)
- the LLC’s operating agreement
- the LLC’s EIN
- an LLC Resolution to Open a Bank Account (if your LLC has more than one member).
If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.
7. Fund the LLC
The next step is to invest in your LLC. All of your members should make an initial contribution to pay for their membership interest. Usually, members do this by each writing a check to the business bank account. However, in some cases members will contribute property or services instead. Just keep in mind that contributions of property or services frequently cause tax events.
What is LLC membership interest?
Your membership interest is the percentage of the LLC that you own. Unless the operating agreement specifies otherwise, membership interest is proportional to the member’s investment. So if you invest $6,000 into your LLC, and four other members each invest $1,000, you would own 60% of the LLC, and the other four members would own 10% each. Most of the time, the owners with larger membership interest also have greater voting power in the LLC.
8. File State Reports & Taxes
Traditionally, Pennsylvania LLCs need to file a decennial report every ten years. However, your business is only required to file this report if you haven’t submitted any other filings (amendments, change of registered office, etc.) in the past ten years. The purpose of the report is so that the Department of State knows that your business still exists. The decennial report can only be submitted by mail and requires a $70 filing fee.
Starting in 2024, however, Pennsylvania LLCs will be required to file an Annual Report for a $7 filing fee paid to the Department of State before October 1. See 15 PA Cons Stat § 146
Scared you’ll forget? Let us file your Pennsylvania Decennial Report for you.
When is the Pennsylvania Decennial Report due?
The Pennsylvania Decennial Report is due by December 31st in every year ending with the number “1” (2031, 2041, 2051…). If you forget to file, you’ll lose the exclusive rights to your business name, meaning another business could start using it.
How are Pennsylvania LLCs taxed?
By default, Pennsylvania LLCs are taxed the same way as a sole proprietorship or a partnership—as pass-through entities. This means that the business itself is not taxed. Instead the profits “pass through” the business to the owners, who report the profits as income on their individual tax returns. LLC profits are taxed at the federal self-employment tax rate of 15.3%). LLCs can also file with the IRS to be taxed as corporations.
Learn more about S-Corp Vs LLC tax designation.