How to form an llc in pennsylvania

How to form an llc in pennsylvania

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If you’re among the 1 million entrepreneurs who operate in the Keystone State, you’ll need to choose a business entity structure for your company.

There are many business structures to choose from, and the limited liability company(LLC) is one of the most common. Whether you want to start a new LLC in PA or operate an out-of-state LLC in PA, this guide has you covered.

Forming an LLC in PA

The PA Department of State is responsible for handling LLC formations in Pennsylvania. An LLC is considered a business entity that’s legally separate from the owner, so you’ll have to register your LLC with the Department of State before you can operate. The Department sets the rules, requirements and fees to form an LLC in PA or operate an out-of-state LLC in PA.

Step 1: Choose a name for your PA LLC

To begin, you have to choose a name for your PA LLC. Pennsylvania requires every LLC operating in the state to have a unique name. In other words, your LLC’s name must be different from the names of other active businesses on file with the Department of State. This is meant to avoid confusion among customers and members of the public.

To check if your business name is available, you can review Pennsylvania’s online business name database . The name of an LLC has to end with “Company,” “Limited,” “Limited Liability Company,” or appropriate abbreviations of these words. Certain words, like “Corporation,” cannot appear in an LLC’s name.

If you find that a name is available after checking the business database, Pennsylvania lets you reserve the name for up to 120 days. For a fee of $70, you can file a name reservation request online or submit a name reservation form by mail. Filing this form guarantees the name will be available as you go through the other steps of forming an LLC in PA.

Certain licensed professionals in PA, such as doctors, have to form a restricted professional company. Other states call this type of entity a professional limited liability company (PLLC). In PA, most of the rules for PLLCs mirror those for LLCs. You can see if your industry is considered to provide restricted professional services by looking at the list in the PA business code .

How to form an llc in pennsylvania

Source: PA Department of State

Step 2: Choose a registered agent in PA

When forming an LLC in PA, you must designate a registered office to accept legal correspondence on behalf of the business. The registered office, which most other states call a registered agent, will be your business’s main point of contact with the state. The registered office will notify you if your business is sued or receives official mail.

In Pennsylvania, a registered agent can be an individual or a company. An individual registered agent must be a PA resident and at least 18 years old. A company that’s authorized to do business in PA can also serve as the registered agent. Whether you go with an individual or a company, the registered agent must have a physical address in PA (P.O. boxes are not sufficient).

Your registered office can be your own business address or the home address of any of your LLC’s members or managers. However, for convenience, most businesses opt to use a commercial provider as their registered office. We recommend IncFile, an online legal service that is licensed to provide registered agent services in all 50 states. If you form your LLC on IncFile, it will include one year of free registered agent service.

Step 3: Obtain a Pennsylvania business license

Businesses in certain industries will need a business license to operate in PA. There are several types of licensure you might need, including:

Legal Resources for Digital Media

Here is an outline of the steps you need to follow in order to form an LLC in Pennsylvania. You should also read the general section on forming an LLC for information that is applicable in any state.

1. Choose a business name for the LLC and check for availability.

  • Please see our section on choosing and checking the availability of a name for your small business, as well as our section on the trademark law aspects of choosing a name.
  • Pennsylvania law requires that an LLC name contain the words “company,” “limited,” “limited liability company,” or an abbreviation of one of those terms. Additionally, your business name must be distinguishable from other names on file with the Department of State (limited exceptions apply). There are a large number of words that cannot be included in the name without prior approval. For a full list, see 15 Pa. Cons. Stat. § 1303 (link is to entire code, choose Title 15, Part II, Subpart B, Article B, Chapter 13, Subchapter A, and then locate the specific provision).
  • The Name Availabilities page on the Pennsylvania Department of State’s website has additional information about checking the availability of your desired business name in Pennsylvania. You can also use the Search for a Business Entity page.
  • Although you are not required to do so, consider registering your business name as a federal and/or state trademark.

2. Prepare and file a certificate of organization with the Department of State.

  • The filing fee is $125. The Department of State website has a simple, fill-in-the-blank form for the certificate.
  • If the LLC will be managed by one or more managers, rather than all the members together, then you should put a clause saying that in the certificate of organization (see box 5 of the form certificate). For general information on the certificate of organization (usually called “articles of organization”), see the Articles of Organization page.

3. File a Docketing Statement.

  • When you file a certificate of organization, you must also file a Docketing Statement with the Department of State. The Docketing Statement contains only basic business information including the name and type of business organization and a description of business activities. There is no fee to file this form.

4. Negotiate and execute an operating agreement.

  • Pennsylvania does not require an operating agreement in order to form an LLC, but executing one is highly advisable. There is no set criteria for the content of an operating agreement, but it typically includes topics such as how meetings are conducted, how the company will be managed, what capital contributions are required from each member, and how profits and losses will be allocated. The operating agreement does not need to be filed with the state. Please see the Operating Agreement page for details.

5. Obtain any required local licenses.

6. Determine what tax and other regulatory obligations the LLC has, and take care of any necessary registrations.

  • Request an Employer Identification Number (EIN) from the IRS. This can be done via its online application. There is no filing fee.
  • If you have an employee or employees in Pennsylvania, you need to register for Pennsylvania employment taxes through the Online PA-100 interface or the Online Business Registration Interview interface.
  • Whenever you hire an employee in Pennsylvania, you must inform both the IRS and the Commonwealth of Pennsylvania. You can find details of all the necessary steps, including verifying work eligibility and withholding allowances, on the Hiring Employees section of the IRS website. You can find state-level information on reporting new hires at the Pennsylvania New Hire Reporting website.
  • If you have an employee or employees in Pennsylvania, you are required to carry workers’ compensation insurance. The Pennsylvania Department of Labor & Industry administers the program.
  • As a small business owner or employer, there may be other informational returns that you have to file annually or semi-annually with the IRS. For more information, take a look at the IRS Guide To Information Returns.
  • LLCs are required to pay the Pennsylvania capital stock tax, depending on their income and net worth. The amount of tax is determined by first adding net income divided by .095 to net worth multiplied by .75 (NI/.095 + .75*NW). If the number you get is less than $300,000, you do not owe capital stock tax. If the number you get is greater than $300,000, the tax will amount to .389% (.00389) of all dollars over $300,000. The capital stock tax is being phased out and will no longer be in effect starting in 2011. Most small online publishing operations probably will not have sufficient net worth or income to trigger this tax obligation.

7. Open a bank account for your business.

  • It is a good idea to keep your business’s finances separate from your personal accounts. A good way to do this early on is by opening a bank account for your business. You will probably need a Tax ID number (EIN), a copy of the certificate of organization, and a resolution identifying authorized signers if those names are not listed in the certificate. Here is one example of the documentation that banks ask for.

Other Notable Requirements for Maintaining an LLC in Pennsylvania

  • Pennsylvania does not have a specific statutory provision stating what documents and records must be stored at an LLC’s principal place of business. Nevertheless, it is a good idea to keep certain records — see the LLC Records page for details.
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How to form an llc in pennsylvania


  • How to Become a LLC Business
  • How to Form a Sole Proprietorship in Washington State
  • How to Run an Online Business Without Incorporating
  • How to Create Your Own LLC
  • Key Documents Needed for the Formation of a Partnership

An online limited liability company combines the limited liability protection of a corporation with the flexibility and simplicity of a partnership business. Online LLCs in Pennsylvania must file the appropriate documents with the Pennsylvania Department of State. A Pennsylvania LLC that operates online must maintain a physical address in the state where the company accepts legal documents. Just like any other LLC, online LLCs in Pennsylvania must create written rules and regulations that govern the business. In addition, the company must acquire an employer identification number from the Internal Revenue Service.

Search the Pennsylvania Department of State website to ensure the name of the online LLC is distinguishable from other entities registered with the Pennsylvania Department of State. The name of the online LLC cannot have a similarity to other entities that operate in the state. Write a written name inquiry to the Pennsylvania Department of State. As of 2011, it costs $15 to search three business names with the Pennsylvania Department of State. Add words such as “company,” “limited” and “limited liability company” to the legal name of the business.

Print a fill-in-the-blank certificate of organization from the Pennsylvania Department of State website. Provide the name and address of the business, and the name and address of each organizer. State the name and address of the company’s registered agent. This person or business has the responsibility of accepting legal documents on behalf of the Pennsylvania online LLC. Indicate whether the company’s members will manage the business or if managers will handle the managerial duties. Provide the date when the online LLC comes into existence and include the signature of each organizer.

Print a docketing statement from the Pennsylvania Department of State. Provide the name of the business and state the name and address of the company’s registered agent. Describe the nature of the online LLC’s business activities and fiscal year end of the company.

File the docketing statement and certificate of organization with the Pennsylvania Department of State. Mail the documents to P.O. Box 8722, Harrisburg, PA 17105-8722. Hand-deliver the formation documents to 401 N. St., Room 206, Harrisburg, PA 17120. As of 2011, it costs $125 to file a certificate of organization with the Pennsylvania Department of State and there is no additional fee to file a docketing statement.

Write an operating agreement to provide policies and procedures for running the business. The state of Pennsylvania does not impose specific guidelines on the contents of an online LLC’s operating agreement. Include information such as the time and place of company meetings, duties of members and managers of the business, and state the manner used to allocate profits and losses. Include the contribution made by each member. Keep the operating agreement at the online LLC’s primary office location.

Obtain an employer identification number from the IRS. Apply online using the IRS website or call the IRS Business and Specialty Tax Line at 800-829-4933. Provide the legal name and address of the business and indicate the number of employees that work for the company. Include the name, address and social security number of a member or manager of the business. The IRS will assign an EIN to the Pennsylvania online LLC at the conclusion of the online or telephone interview.

How to Form a Pennsylvania LLC in 10 Steps

In the State of Pennsylvania, you can create an LLC or Limited Liability Company — a common business structure. This will allow one or more individuals to own portions of your new company. Any profits that your LLC earns will be passed through to each member of the LLC. Unlike a corporation, an LLC will not file a separate tax return. LLCs do reduce exposure to liability for owners from any and all company activities.

Forming an LLC is fairly simple; although there are several important steps to follow. Read on to learn more.

1. Choose Your Company Name.

The first step you’ll need to take is deciding on a company name. You need to choose a company name that no other business has.

SunDoc can easily run your name search on your behalf. There are many stipulations when it comes to choosing a business name, the most important of which is to ensure that the name has not already been taken according to the State of Pennsylvania.

2. Understand the LLC Organizer Requirement.

Later in this guide, you’ll learn about forming your Articles of Organization. Within your Articles of Organization, on the form, you must name an LLC organizer. Anyone can be an organizer. It doesn’t have to be a manager or member of your newly formed LLC. You can name your own organizer if you prepare and upload the Articles of Organization form on your own. Alternatively, by preparing on-line with us, SunDoc Filings will be your organizer.

3. Designate a Registered Agent.

Another position you must designate is for the registered agent. This can be a firm or an individual. This will also be required to list on your Articles. More on the Articles of Organization can be found in step #6. More information on why all companies must have registered agents can be found here: Registered Agent Service.

4. Decide Your Ownership and Management Structure.

In addition to the other things you must list on your Articles of Organization form, you’ll also need a state whether your newly formed Pennsylvania LLC is going to be managed by multiple managers, just one manager, or all members of the LLC. You have to decide whether your LLC will be manager managed or member managed.

5. Create an Operating Agreement.

According to the State of Pennsylvania, you are not required to have an Operating Agreement for an LLC. An implied Operating Agreement is formed according to the default conditions specified in the law. However, you should determine if the default conditions are in your best interest.

On the other hand, you need to create an Operating Agreement for your own company records if you plan to have a manager managed LLC. According to the law, a manager managed LLC will only be valid if you declare it in your Operating Agreement and your Certificate of Organization.

You’re Operating Agreement does a lot for your business. Essentially, it is like the legal engine that drives everything. It manages your working capital, pays out profits, and creates the governance of your business. Keep in mind that critical matters are at stake here, including liability, voting, money, and fiduciary constraints.

To learn more, you may want to speak to an attorney.

6. File the Certificate of Organization.

According to Pennsylvania law, you need to file something called the Certificate of Organization. This is a two-page form. It provides all of your essential company details to the state. Your company is officially created once you submit your Certificate of Organization to the Secretary of State of Pennsylvania, and they accept them.

There are several things you’ll need to have on-hand before you can file your Certificate of Organization.

For example, you will need a name for your company and an address for your company. You also need to have your registered agent listed as well as your LLC organizer and your plan for management (management method). Member names are not required to be filed according to the State of Pennsylvania. You do not need to publish anything in a newspaper of record either. There is, however, a filing fee of $135 that you must pay.

7. Obtain an EIN and Open a Business Bank Account.

Congratulations on your newly registered Pennsylvania LLC!

Whether or not your LLC has any employees, if your LLC has over one member, you need to obtain an EIN from the IRS. EIN stands for Employer Identification Number. Feel free to file with the IRS on your own, or SunDoc can file for you.

You will also need an Employer Identification Number in order to open business accounts with most banks. If you plan to pay business expenses, you’ll need a business account, even if you’ve been using your personal account up until this point. Now is a good time to open your business account. You should start making sure that you keep all receipts for payments made on behalf of your business. Now may also be a good time to hire an accountant to assist you with business matters.

8. Pay Pennsylvania State Taxes.

Each year your LLC may be required to pay Pennsylvania states taxes. Also, if you sell goods in Pennsylvania, you are required to collect sales tax. You can find more state tax information on the Pennsylvania Secretary of State’s website.

9. Determine Necessary Licenses and Permits.

Most Pennsylvania companies are required to have one or more business licenses or permits to operate at the city or county level. It’s important to check this even if you think your business is exempt. You may be surprised to discover what’s required. Operating without the proper license or permit can result in expensive fines.

10. File a Annual Benefit Report.

You must file an Annual Benefit Report with the Pennsylvania Department of State every year. The Annual Benefit Report is a simple form that keeps the state up to date on your company information. And down the road when you make changes to your company, it will invariably be one of the forms you’ll need to file with the state.

If you prefer, SunDoc can file your Annual Benefit Report and other routine filings for you, reliably and on time. All LLC forms, including the SI form, can be found on the Pennsylvania Secretary of State web site.

Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.

For additional learning, please visit our LLC FAQs.

If you want to form a business entity that earns a profit, but limits taxes and personal liability, you may want to consider forming a Limited Liability Company (LLC). LLCs also have the same powers afforded to a corporation. Forming an LLC in Pennsylvania is easy, fast, and affordable.

Pennsylvania LLC Costs
TotalLegal Fee $99
Pennsylvania Filing Fee $125
Total $224

Naming the LLC

The name of the limited liability company must contain the words “limited liability company” or the abbreviation “L.L.C.,” or “LLC”. The LLC name should not contain the words “corporation” or “incorporated” or the abbreviations “co.”, “corp.” or “inc.”

Your LLC’s name must be distinguishable from the names of other business entities already on file with the Pennsylvania Secretary of State.

Required Information

You will need to provide the name of your LLC, the Registered Agent’s physical address (including the County), the name and address of the organizer (the person forming the LLC), and the business purpose.

Please note: if the LLC engages any of the following purposes, a restriced professional LLC must be filed, along with an approval letter from the corresponding state agency:

  • Chiropractic
  • Dentistry
  • Law
  • Medicine and Surgery
  • Optometry
  • Osteopathic Medicine and Surgery
  • Podiatric Medicine
  • Public Accounting
  • Psychology
  • Vetrinary Medicine

Steps to Forming a Pennsylvania LLC

  1. Complete the TotalLegal online interview.
  2. TotalLegal performs an LLC name availability search.
  3. TotalLegal will file your LLC with the Pennsylvania Secretary of State.

When approved, TotalLegal will upload your Articles of Organization to your account, and send you an email letting you know you are approved to do business in Pennsylvania.

Pennsylvania LLC Advantages

  • Fast approval times.
    Since TotalLegal files electronically for you, your LLC is typically approved in a few business days.

Maintaining a Pennsylvania LLC

Pennsylvania is one of the few states that does not require an Annual Report. However, if the LLC is engaged in a professional service, you must file a Certificate of Annual Registration (Form DSCB:15-8221/8998) with the Department of State each year.

Making Changes to Your LLC

All the forms you need to amend your LLC and/or change your Registered Agent can be downloaded online from the Pennsylvania Corporations Division. The filing fee to change your Registered Agent/Office is $5. To make other amendments, the filing fee is $70.

Why use TotalLegal?

TotalLegal provides your LLC with a free Operating Agreement. Since your approved LLC’s Articles of Organization do not list the owners (members) of the LLC, having all of this information in your Operating Agreement will make opening a bank account for your LLC in Pennsylvania very easy.

How to form an llc in pennsylvania

How to form an llc in pennsylvania

Updated April 09, 2022

A Pennsylvania LLC operating agreement is a legal document that would be used by various sized businesses for the purpose of establishing certain policies, procedures, member duties, and responsibilities, among other important aspects of the company.

This document is not required to legally operate a business within the State, however, absence of the document as part of any business would leave the members/owner at risk of losing private financial accounts and personal assets in the event the company is presented with litigious actions against the company. With the completion of this document, the members/owner will provide a clear separation between the members/owner and the business, therefore relieving them from this particular type of liability. The business will remain liable, but each member’s/owner’s assets will remain protected, so as not to affect the member/owner or their family. The completion of the document will also allow for tax benefits that would not be available to the organization without the filing of the document.


  • Limited Liability Companies – Chapter 88
  • Operating Agreement Laws – § 8815

“Operating Agreement” Definition

“The agreement, whether or not referred to as an operating agreement and whether oral, implied, in record form or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning matters described in section 8815(a) (relating to contents of operating agreement). The term includes the agreement as amended or restated.”

How to form an llc in pennsylvaniaMulti-Member LLC Operating Agreement – For use by entities that have more than one (1) managing member (contributing member), so that they may establish the various important aspects of their business. As well, all members shall take part in creating an overall separation between the members and their organization.

How to form an llc in pennsylvaniaSingle-Member LLC Operating Agreement – For use by a sole owner of a company who would like to establish their procedures, policies, daily activities, and to create a clear separation between the owner and their business.

Table of Contents

The Pennsylvania Secretary of State demands that all business applications be filed under an operating name which is unique and in no way similar to that of another business entity. Therefore, you are encouraged to Search for your Business Name in the State’s database before filing to verify that it is available for use in Pennsylvania.

Step 1 – Registered Office

All LLCs in the State must choose a Registered Office, which may or not be the same location as the principal business address, for the purpose of receiving legal correspondence on the company’s behalf.

Step 2 – Registration Documents

Choose your LLC type from the following list and complete the subsequent application:

  • Domestic – Start a new LLC in Pennsylvania
    • *Online Application
    • Paper Application
  • Foreign – File for a preexisting LLC in Pennsylvania
    • *Online Application
    • Paper Application

All entities doing business in Pennsylvania are also required to submit a Docketing Statement.

*Online applicants will be required to create an Online Account in order to access the State’s filing system.

Step 3 – Pay the Fee

After completing your application, a filing fee must be supplied to the Secretary of State; the exact fees are as follows:

  • Domestic – $125
  • Foreign – $250

You will be instructed to pay the fee with your credit card if filing online. Otherwise, have a check or money order made out to the ‘Department of State’ and send it, along with your application and docketing statement, to the following address:

Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, P.O. Box 8722, Harrisburg, PA 17105-8722

Step 4 – Operating Agreement (optional)

LLC owners are advised to draft an operating agreement to outline the rules and regulations of the business, including the duties of each member (if a multi-member LLC) and various operating procedures. The form is meant for personal documentation only as the State has no legal demand for an agreement to be drafted.

Step 5 – Employer Identification Number (EIN)

An Employer Identification Number (EIN) should be applied for directly after filing with the Pennsylvania Department of State. This identifier is similar to a Social Security Number in that it is used by the Internal Revenue Service to monitor the financial activity of entities operating in the country.

Apply for an EIN by completing one of the following:

Fast, reliable incorporation services with no hidden fees for Pennsylvaniaa

Use BlumbergExcelsior Corporate Services, Inc. to prepare and file the documents in Pennsylvania to incorporate or to start an LLC, new nonprofit corporation, professional corporation (PC), LP, LLP or PA. Our fast, reliable incorporation and LLC formation services for Pennsylvania include a corporate kit or LLC kit, which ships free, with minutes/bylaws or LLC operating agreement. To start a Pennsylvania LLC or Corporation, call or click on the link and fill out the corporation or LLC order form.

Blumberg’s registered agent service is only $125 for the first year when we do the Pennsylvania corporate or LLC filing and then $139/year. Ask about our Registered Agent service for your new corporation or LLC.

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Pennsylvania Incorporation Fees

Pennsylvania LLC Fees

PA Non Profit Formation Fees

*If you have a BlumbergExcelsior house account, we will advance the disbursements to the state.

Turn Around Time: 7-10Business Days

Optional Services

Order at Time of Formation or Separately

Registered Agent Service $125.00 first year; renewals $139.00
Annual Report Filing Service $65.00
Federal Tax ID (EIN) $35.00
Custom LLC Operating Agreement $85.00
IRS 1023 EZ Filing $625.00 (our $350.00 fee is included)

Julius (a web portal) gives you instant access to the details of your registered agent, annual report deadlines, service of process and corporate service orders. Click Here to Learn More.

How to form an llc in pennsylvania

Should I form a LLC or a Corporation?

If you are conducting or starting up a business as a sole proprietor or a partnership, there are significant advantages to operating as a Corporation or LLC. One key advantage is that personal liability for the losses, debts or court judgments can be avoided, provided you respect the formalities required by the laws of the state in which the Corporation or LLC is formed. Click Here to Read Complete Article

What Does “Publish Your LLC in New York” Mean?

Publication refers to publication of notice that an LLC was formed and filed with the NYS Dept. of State. While publication itself does not actually create the LLC and is not required for its initial formation, it is required after the entity is formed (filed w/ the Dept. of State). Read more here and find out how we can file for your LLC.

Where should I file my LLC or corporation?

Conventional wisdom has it that filing LLCs and corporations in certain foreign states is preferred because the laws are more friendly or annual franchise taxes are lower. This is a trap for the unwary. If you are going to actively engage in business in the state where the business resides seek professional advice about what jurisdiction is best for your purposes. Otherwise, it could be very expensive in the long run and even dangerous. Click Here to Read Complete Article

How to Form a Not-for-Profit Corporation?

Not-for-Profit Corporations are formed for many reasons. In New York State there are two types of formations: charitable and non-charitable. New York now allows for filings of each with a purpose as simple as: any purpose for which corporations may be organized under the Not-for-Profit Corporation Law as a charitable corporation or any purpose for which corporations may be organized under the Not-for-Profit Corporation Law as a non-charitable corporation. Click Here to Read Complete Article

A limited liability company (LLC), specifically an LLC in PA, is a hybrid of a corporation and a partnership. 3 min read

What is a Limited Liability Company?

A limited liability company (LLC), specifically an LLC in PA, is a hybrid of a corporation and a partnership. In actuality, money owed is sometimes secured utilizing the non-public belongings of a number of the business owners. This implies private belongings are sometimes at stake, even when you create an LLC. For instance, a financial institution is not going to finance an LLC until a proprietor personally secures the loan, which signifies that the particular person’s private belongings might be at stake should the loan not be repaid.

LLCs at the moment are in almost every state; however, each state has its own legal guidelines limiting LLC proceedings.

Starting an LLC

If you make the choice to create an LLC, you will have the advantages of limited legal liability coupled with the financial benefits of a partnership. Familiarize yourself with the LLC’s continuing legal responsibilities, particularly annual filings. Any limited liability company is required to file a Certificate of Annual Registration together with payment of the registration fee on or before April 15. Failure to file the annual registration can lead to further charges, penalties, and interest. Other continuing legal obligations could include, but are not limited to, state taxes.

How to Start an LLC in Pennsylvania

LLCs in Pennsylvania are reasonably priced and simple to form. As with different states, the State of Pennsylvania has some distinctive LLC requirements. Businesses should register with the Department of State by submitting the required forms, paying the required charges, and performing all naming and formation requirements.

Name Your LLC

Perform a little research to ensure that the name you select is suited to your company and is easily searchable by potential customers. Your business name should include the phrase “Limited Liability Company” or the abbreviation L.L.C. or LLC. Restricted phrases (e.g. bank, attorney, college) require additional paperwork and will require a licensed individual, akin to a health care provider or lawyer, to be part of the LLC. Be sure that the name is not already taken in Pennsylvania by doing a name search on the State of Pennsylvania website. An email address can also be something to think about when selecting a name.

Choose a Registered Agent

You might be required to appoint a registered agent for your Pennsylvania LLC. A registered agent is an individual or business nominated by your organization to formally receive and send papers on your behalf together with annual state filings. The registered agent must be a resident of Pennsylvania or a company approved to transact business in Pennsylvania. You could elect a person inside the firm or yourself.

Certificate of Organization

To register your LLC, you’ll need to file the Certificate of Organization and Docketing Statement with the State of Pennsylvania. When submitting the Certificate of Organization, you’ll need to determine whether your LLC is member managed or supervisor managed. If you happen to be expanding your present LLC to the State of Pennsylvania, you might be forming a foreign LLC.

Create an Operating Agreement

An operating agreement is a legal document outlining the ownership and working procedures of your LLC. This settlement permits you to form monetary/working relationships with co-owners into a longtime system appropriate for your company. An operating agreement isn’t required to form an LLC in Pennsylvania, but it’s good practice to have one.

Obtain an EIN

The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to establish a business entity. It’s basically a Social Security number for the business. An EIN is required for the following actions:

  • To open a business checking account for the organization
  • To fulfill federal and state tax functions
  • To hire workers for the company

An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This may be performed online or by printing and mailing the proper form. An EIN is obtained after the LLC is created. Acquiring an EIN registers the company for federal taxes.

Separate Personal Assets From the LLC

Opening a business checking account is a vital first step because it separates your private belongings from your firm’s belongings, which is critical for private asset protection and makes accounting and tax submission simpler. Getting a business credit card offers you separate private and business bills and builds your organization’s credit score history, which could be helpful to boost cash for your firm later.

If you need help establishing your LLC in Pennsylvania, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

You can form a corporation in Pennsylvania or any other type of business including Domestic and Foreign Limited Liability Companies, Nonprofit Corporation, Limited Partnership (LP), Limited Liability Partnership (LLP), Limited Liability Limited Partnership (LLLP), General Partnership (GP), and Foreign Associations. The state is ranked #15 in the Forbes list for low business costs and has an extremely favorable business climate. Some of the top businesses headquartered in the Keystone State include Aramark, Universal Health Services, UPMC, NCO Group Inc, DICK’S Sporting Goods, U. S. Steel, Saint-Gobain North America, and Unisys among others.

We are one of the top registered agents in Pennsylvania and can assist you with the successful registration of your business entity in the state.

Let’s take a look at how you can form a Pennsylvania business LLC or Corporation.

Pennsylvania LLC Registration and Formation

How to form an llc in pennsylvania

LLC company formation in Pennsylvania is governed by 2016 Pennsylvania Consolidated Statutes, Title 15 – Corporations and Unincorporated Associations, Chapter 88 – Limited Liability Companies. The procedure for registration and formation of LLC is as follows:

Step#1: Maintain a registered agent

If you are planning to form a Limited Liability Company in Pennsylvania then you will be required to continuously maintain a registered agent in the state pursuant to 15 PA Cons Stat § 8825 (2016). This law is applicable to domestic limited liability companies as well as foreign limited liability companies.

We would take this opportunity to share with you the fact that we are one of the top registered agents in the state and have been responsible for over 11,494 businesses set up in Pennsylvania. We can assist you to form a Pennsylvania business LLC.

Step#2: LLC Name Reservation

One of the foremost steps towards company formation in Pennsylvania is identifying a name for your business entity. The process is as follows:

  1. Identify a unique name for your business entity
  2. According to 15 PA Cons Stat § 8814 (2016), the name should contain the phrase or words “limited liability company” or the abbreviations “L.L.C.”, or “LLC”.
  3. The chosen name should be distinguishable and should not be deceptively similar to the name of any other limited partnership, corporation, or limited liability company
  4. Apply for reservation of name pursuant to the provisions of 15 Pa.C.S. § 208 for a domestic LLC. A business entity will have to register a fictitious name.
  5. Submit the form through mail or via online with the Office of the Secretary of State of Pennsylvania along with the applicable fee. An LLC can reserve its name for a period of 120 days.

Step#3: Certificate of Organization and Application for Registration

If you are planning to form a Pennsylvania business LLC then the most important step is to prepare and file the proper documents for a Limited Liability Company. The steps are:

  • If you want to register a domestic LLC then you will be required to file a “Certificate of Organization” governed by 15 PA Cons Stat § 8821 (2016).
  • If your business entity is a foreign LLC then you will be required to file “Application for Registration” pursuant to 15 PA Cons Stat § 8981 (2016).
  • The Certificate of Organization and Application for Registration of domestic and foreign LLCs can be filed with the Office of the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, in person or online.

We can file the form on your behalf as your registered agent in the state and provide you with certified copies of the LLC registration.

In case, you have any questions regarding how to form a business in Pennsylvania, feel free to call us on 702-871-8678.

Pennsylvania Corporation Registration and Formation

How to form an llc in pennsylvania

If you are planning to form a Corporation in Pennsylvania then the procedure for registration and formation is as follows:

Step#1: Maintain a Registered Agent

If you are planning to form a business or professional corporation in Pennsylvania then you will be required to continuously maintain a registered agent in the state pursuant to 2010 Pennsylvania Code, Title 15 § 1507. This law is applicable to domestic as well as foreign corporations.

We would take this opportunity to share with you the fact that we are one of the top registered agents in the state and have been responsible for over 11,494 businesses set up in Pennsylvania. We can assist you to form a Pennsylvania business as we are in compliance with all regulations in the State of Pennsylvania.

Step#2: Corporate Name Reservation

In order to form a corporation in Pennsylvania, one of the key steps is identifying a name for your business entity. What is the process? The process is as follows:

  1. Identify a name for your business entity
  2. According to the 2010 Pennsylvania Code, Title 15 § 2921, a corporate name should contain the phrase or words “corporation”, “company”, “incorporated”, or the abbreviations “Corp.”, or “Inc.”
  3. The chosen name should be distinguishable and should not be deceptively similar to the name of any limited liability company, limited partnership, or any other corporation
  4. Apply for reservation of name pursuant to 2010 Pennsylvania Code, Title 15 § 1305.
  5. A foreign corporation would be required to register their name pursuant to 2010 Pennsylvania Code, Title 15 § 4131
  6. Submit the form through mail or via online with the Office of the Secretary of State of Pennsylvania along with the applicable fee. A business corporation can reserve its name for a period of 120 days.

Step#3: Articles of Incorporation and Certificate of Authority

If you are planning to form a corporation in Pennsylvania, then the most important step is to prepare and file the proper documents for a business corporation. The steps are:

  • If you want to register a domestic corporation then you will be required to file “Articles of Incorporation” pursuant to 2010 Pennsylvania Code, Title 15, § 1306.
  • If your business entity is a foreign corporation then you will be required to file a ” Certificate of Authority” to transact business in the state pursuant to 2010 Pennsylvania Code, Title 15, § 4124.
  • The application or documentation for registration of a corporation can be filed with the Office of the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, in person or online.

We can file the form on your behalf as your registered agent in the state and provide you with certified copies of the incorporation.

If you have any questions regarding Pennsylvania incorporation or LLC formation, you can simply visit the Pennsylvania Business formation page.

The time required for Pennsylvania corporation or LLC to be formed will depend entirely upon the Pennsylvania Secretary of State’s office. Many states process filings promptly and efficiently but many don’t and can be very slow unless Expedited Processing is used.

If time is important, you should consider the following processing options that will substantially reduce the time required to form your business

Priority Processing

Time to process your corporation or LLC formation varies by state with routine processing taking 4 – 6 weeks or even more in the slowest states. Priority processing will reduce that time. We will put your processing ahead of non-priority processing and send your documents to the state electronically or by overnight delivery service. We will also use overnight delivery service to send your documents to you. If time is important, you should use Expedited or Rush Processing.

Expedited Processing

Time to process your corporation or LLC formation varies by state with routine processing taking 4 – 6 weeks or even more in the slowest states. Expedited Processing will reduce that time to about 10 business days or less with the exception of just a few states. Your processing will be put ahead of non priority processing and overnight delivery service will be used to send your documents to you. Your documents will either be hand delivered to the state, or sent electronically or by overnight delivery service. In addition, any expediting service offered by the state will be used (state fees may apply). If time is important, you should use Expedited or Rush Processing.

Rush Processing (in states where available)

Time to process your corporation or LLC formation varies by state with routine processing taking 4 – 6 weeks or even more in the slowest states. In states where it is available, Rush Processing will reduce the time to form your business to about 2 – 3 business days. Your processing is assigned top priority and overnight delivery service will be used to send your documents to you. Your documents will either be hand delivered to the state or sent electronically or by overnight delivery service. In addition, all state expedited and rush processing services offered will be used (state fees may apply). If time is important, you should use Expedited or Rush Processing.

Time required by MaxFilings to process your order can be measured in hours so you can rest assured any delays are due to circumstances beyond our control.

How to form an llc in pennsylvania

How to form an llc in pennsylvaniaIf your company will be doing business in Pennsylvania, you may be wondering if a Delaware LLC can operate in Pennsylvania. The answer is yes. In fact, Delaware LLCs often operate in any U.S. state and all over the world.

We often have Pennsylvania clients inquire about forming a Delaware LLC because they have heard about the advantages of forming a company in Delaware. So, how can you properly operate a Delaware LLC in Pennsylvania?

Foreign Qualification is the process in which the state of Pennsylvania grants you the authority to operate in that state with a Delaware company.

In order to foreign qualify, Pennsylvania will require a Certificate of Authority, a docketing statement and a filing fee. Pennsylvania does not require a Certificate of Good Standing; however, it reserves the right to request additional documentation on a case by case basis. We can properly prepare the forms for your company and submit them to the state, along with the filing fee.

Pennsylvania typically approves the documents in about two business days. It then mails a confirmation letter and entity number, which Harvard Business Services, Inc. will forward to you by email as soon as it is received.

Publication of the application is not required for LLCs, unless specifically required by the county in which your Pennsylvania Registered Agent resides.

Your Registered Agent’s address is where the Pennsylvania Department of State will send any legal documents for your company.

Pennsylvania does have a reporting requirement but it will only be due every 10 years. The state fee, which is due every year that ends in a “1,” will be $70 for a foreign LLC.

For example, it was due in 2011 and will be due again in 2021. If you have made any amendments to your filing in this 10 year period, such as changing your Registered Agent, this decennial report will not be required. The Department of State will send you a form to complete and send back in order to be exempt from the report.

Please note that even though a Delaware LLC is registered to do business in Pennsylvania, the LLC still has to pay the annual Delaware Franchise Tax and Delaware Registered Agent Fee in order to remain in good standing with the state of Delaware.

For more information on the Foreign Qualification process, please visit our Foreign Qualification page. For additional questions or for assistance in filing for foreign qualificaiton in Pennsylvania or any other state, please call our friendly and knowledgeable customer service specialists at 800-345-2677.

*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.

Pennsylvania LLC Formation – Basics & Helpful Information

This article is meant to be a general overview of thePennsylvania LLC formation process; including information about how to start a Pennsylvania LLC and other basic issues related to Pennsylvania LLCs.

  • Initial Filing Fees
  • Filing Time Frame
  • Annual Compliance & Fees

The to create an Pennsylvania LLC (i.e. file a Certificate of Organization) is $125. You can extra to expedite the filing ($100 for same-day service if filed before 10:00 AM, $300 for three-hour service if filed before 2:00 PM, or $1,000 for one-hour service if filed before 4:00 PM).

Regular processing time generally takes at least 2 business days. Expedited processing reduces the turn around time to according to which expediting service you choose.

Pennsylvania LLCs are required to file annual reports by April 15th, beginning the year after you file.

You can use this checklist to help guide you through the process of forming a Pennsylvania LLC:

Step 1: Decide on a Business Name

The first step in creating an LLC in Pennsylvania is naming your business. You’ll need to check with the Pennsylvania Department of State to make sure the name you’ve chosen is available. You can do this online via the Pennsylvania Business Search.

It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Pennsylvania Department of State will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.

Pennsylvania Fictitious Names

A fictitious name is similar to a “doing business as” (DBA) name. Although a fictitious name is not legally required, it is a wise business practice. The filing fee is $70 and can be renewed. To register a fictitious name, you must file a Registration of Fictitious Name form with the name, a brief description of the business, the street address of the business, and the name and address of each individual with interest in the business. Following filing, the business must publish an advertisement in a newspaper of general circulation in the county in which the office resides and one advertisement in a legal publication in that county.

Step 2: Register your LLC with the State

Pennsylvania Certificate of Organization

Your Pennsylvania LLC is formed by signing and filing Certificate of Organization with the Pennsylvania Department of State. You can also e-file the Pennsylvania Certificate of Organization. The staff will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document.

The Articles of Organization must include at a minimum:

  • Name of the Pennsylvania LLC
  • Statutory Agent’s Name and Address
  • Physical or street address of the known place of business of the LLC in Pennsylvania
  • Management Structure of the LLC
  • Duration of LLC
  • Organizer’s Name and Signature
  • Statutory Agent Acceptance to be attached


When the Articles are approved for filing, you will receive a Notice of LLC Formation, or Notice for Publication, that you are required to publish. The approval letter you receive from the Pennsylvania Corporation Commission will contain information on how to publish. You have 60 days to publish your Articles in a newspaper in the Pennsylvania county where the LLC does business for 3 consecutive publications. The Pennsylvania Corporation Commission website has a list of acceptable newspapers in each county. You then have 90 days after the date of filing the Articles of Organization to file a notarized Affidavit of Publication evidencing the publication of the Notice for Publication as required by Pennsylvania law.

Pennsylvania Registered Agent Information

Pennsylvania requires that the LLC have a Registered Office, (same as a Registered Agent in other states), which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. The Registered Office must be a physical street address.

Step 3: Create and Sign the LLC’s Governing Document

The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:

  • Limitations on the members liabilities
  • The level of consent needed to take various actions (i.e. simple majority required to add new members)
  • The percentage of the LLC that each member owns
  • How profits and losses are allocated between the members (typically based on ownership percentages)
  • Limitations on transferability
  • What each member is contributing to the LLC and what happens is such contributions are not made.
  • The authority of the members, officers, managers, committees, etc.
  • How meetings are conducted

One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.

Step 4: Get an EIN

After you form an LLC in Pennsylvania, you can get the EIN. There are a few different ways to get an EIN:

  1. Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
  2. Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
  3. Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.

Does my LLC Need an EIN? →

Step 5: Get Licenses and Permits

After you create your new Pennsylvania LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.

Registering a Foreign LLC in Pennsylvania

If you have a non-Pennsylvania LLC (aka Foreign LLC) and you are doing business in Pennsylvania, you may need to register the Foreign LLC in Pennsylvania. Each state has a different definition of “doing business”. In Pennsylvania, the kinds of activities that would not constitute “doing business” are outlined in the Pennsylvania Consolidated Statutes Annotated.

The filing fee for the Application for Registration of a Foreign LLC in Pennsylvania is $250.

Use an LLC formation service like IncFile to help you form an LLC in Pennsylvania. IncFile has free LLC formation packages (you only pay the state filing fee).

To dissolve your Pennsylvania LLC, there are several legally binding steps you must comply with before your business entity can cease its existence. To avoid penalties and lawsuits during the process, our team will guide you on how to dissolve an LLC in PA through this helpful and detailed post.

How to Dissolve an LLC in PA

Accomplish Tax Clearance Certificates

As a registered Pennsylvania Limited Liability Company, your corporation has an obligation to pay state taxes. Before filing dissolution forms, you need to acquire a tax clearance certificate from the Pennsylvania Department of Revenue and the Bureau of Employment Security.

How to form an llc in pennsylvania

The application for a tax clearance certificate should be filed at the mailing address of the Department of Revenue and the Department of Labor and Industry to close your LLC business tax accounts officially.

Keep in mind that these tax clearance certificates will be needed when you submit dissolution documents to the secretary of state, so our team’s advice is to accomplish this matter ahead of time.

Review LLC Operating Agreement

After closing the tax accounts of your Pennsylvania LLC, the next crucial step you must do is to review the contents of your business operating agreement and articles of organization. These company documents have specific provisions regarding how the dissolution process should be executed.

Typically, the operating agreement will address step-by-step procedures on notifying LLC members regarding a board meeting and the accepted vote percentage for any motion to proceed and be recognized by the state.

Vote for LLC Dissolution

In accordance with your LLC’s business operating agreement, organization members are required to participate in a board meeting to discuss the filing of dissolution. Through this procedure, members have the right to vote in favor or against the decision.

How to form an llc in pennsylvania

Even if the business articles don’t have provisions for the dissolution process, the state of Pennsylvania has an LLC Act that permits alternative methods such as accomplishing a unanimous consent form.

Considering that this is an official business affair, no matter what the result is, everything discussed between the LLC members must be recorded in the minutes of the meeting in case of disputes.

On July 1, 2015, Pennsylvania’s new Entity Transaction Law went into effect and made it easier, faster, and cheaper for business entities to engage in “fundamental transactions” with another business entity. Examples of fundamental changes include a merger of one company into another, an amendment of a company’s articles of incorporation or converting your existing “corporate form” into another business entity. Previously, this took a lot of time and was costly. Now this can be done quickly and cheaply.

The new Entity Transaction Law sets forth five (5) fundamental business transactions that may now take place irrespective of the form of either business entity involved:

  • Merger of one entity with or into another business entity;
  • Conversion of one type of entity to another type of business entity (e.g. a business corporation converts to a limited liability company);
  • Interest exchange between two entities such that one business entity is controlled by the other without actually merging the two business entities;
  • Division of one existing entity into two or more resulting types of associations; and
  • Domestication into Pennsylvania of a foreign business entity originally organized in another state (i.e. converting your DE corporation into a PA corporation).

This is a great opportunity for early stage growth companies. Under the old law, if you wanted to change the form of your existing business entity to make it more attractive for potential investors, you had to wind down the business affairs of your existing company by satisfying all existing obligations, dissolve the company and then form a new company.

This long delay would hurt principals of the early stage companies who, for example, may have originally formed their venture as a LLC for tax reasons but now need to convert to a corporation to satisfy requirements of potential investors. As a result of this rigid approach, PA businesses would flee to Delaware where its statutory scheme afforded business entities the flexibility to change its form; be it through merger, conversion or any other manner set forth above without the need to dissolve. With the enactment of this new Entity Transaction Law, this is no longer the case and makes Pennsylvania a more attractive option.

It is important to note that this new law has no effect on how the transaction will be treated from a tax perspective. Some transactions may be tax free exchanges whereas other transactions may trigger immediate tax recognition. It is important to meet with tax counsel to structure these changes properly before you make any of these fundamental business changes. If you have any questions regarding this or any other aspect affecting your business, please feel free to contact Doug Leavitt at Danziger Shapiro & Leavitt.

This entry is presented for informational purposes only and does not constitute legal advice.

Pennsylvania enacted its LLC statute in 1994. The statute is referred to as the Pennsylvania Limited Liability Company Law of 1994. It can be found at 15 Pa. Cons. Stat. sec 8901 et seq.

There are no specific statutory record keeping or information retention provisions of the Pennsylvania Limited Liability Company Law of 1994. That does not mean that records and information do not need to be maintained, just that the statute does not shed any light on the subject.

Best Practices for Record Keeping for a Pennsylvania LLC

The following records should be kept by any Pennsylvania LLC.

    Formation and Organization Documents
  • A copy of the Certificate of Organization and all amendments to it.
  • A copy of all written Company Agreements ever used.

    Correspondence with the State
  • Any document filed with the State concerning the LLC;
  • Any document received from the State concerning the LLC.

    Financial Documents
  • A copy of all federal, state, and local income tax returns for each year;
  • A copy of any financial statements from at least the last three years.

    Documents Related to the Internal Operation of the LLC
  • A copy of the minutes, if any, of each meeting of members and of any written consents obtained from members; (Unlike a corporation, LLCs are generally not required to create minutes of meetings. If you do create minutes of meetings, however, you need to keep copies of them.)
  • Any document which discusses the amount of capital contributions of each member in terms of cash or agreed value of other property or services contributed;
  • Any document which discusses the details of events, times, or other agreements made for further contributions to be made from members, if any;
  • Any document which discusses the share of profits and losses due each member;
  • Any document which discusses any right of a member to receive distributions of funds;
  • Any document which discusses any right of a manager to make distributions of funds to a member;
  • Any document which discusses each member’s respective voting rights;
  • Any document which discusses the details of events that would cause the LLC to be dissolved and its affairs wound up, if any.

    Records of Members and Managers
  • A current list of the full names and last known address of all past and present members.
  • A current list of the full names and last known addresses of all past and present managers.

Location of Records
Because the LLC Law is silent as to records retention a safe bet would be to keep a copy of records and information at the registered business office.

Form of Records
The documents and records may be maintained either in hard copy or electronically, as long as the electronic version can be printed within a reasonable period of time.

Other Records
The above records are just the documents and records that are required to be kept as to the form of business. Many other records, for example records required to prepare tax returns, records required to be kept on employees, etc., are also required to be kept by an LLC, just as they are required for businesses operating in other forms.

The After Incorporation Tools
After Incorporation’s tools are specifically designed to aid companies to comply with these requirements. Using our tools, your records are not only organized properly, but they can easily be made available to your Members and others required to be given access under these laws. You will also find the forms and templates you need to create the documentation to meet these requirements.

Starting a New Business, or Ready for a Second Opinion?

Highlighting Opportunities and Managing Risk

Our corporate and business lawyers have formed thousands of business entities including:

  • Sole Proprietorships
  • General Partnerships (GP)
  • Limited Partnerships (LP)
  • Corporations (C Corp and Subchapter S Corp)
  • Limited Liability Companies (LLC)

With this experience comes the in-depth knowledge and understanding of the opportunities and risks associated with each type of formation. Our attorneys at CGA Law Firm will advise you on methods to maximize tax benefits, ease of formation and management, transferability of ownership and liabilities. We will also prepare all documents required to form the organization and to issue and sell its securities documentation if necessary.

Whether you are considering starting a business or already have a business and want to ensure you are taking advantage of the many tax opportunities available, contact CGA Law Firm to discuss the entity formation that is best for your business objectives at (717) 848-4900 or [email protected]


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How to form an llc in pennsylvania

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How to form an llc in pennsylvania

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When you choose to form your new Pennsylvania Limited Liability Company (LLC) with InCorp, you have the option of either filing online using our secure ordering system, or you can utilize our knowledgeable team to assist with your Pennsylvania incorporation or formation.

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Entity Type Registered Agent Change State Fee
Domestic Pennsylvania Corporation $5
Domestic Pennsylvania Limited Liability Company $5
Domestic Pennsylvania Non-Profit Corporations $5
Domestic & Foreign Partnerships (LP, LLP, LLLP) $250
Foreign Corporations and LLCs $250
Foreign Non-Profit Corporations $250
Entity Type Formation State Fee
Domestic Pennsylvania Corporation $125
Domestic Pennsylvania Non-Profit Corporation $125
Foreign Corporation Qualification $250
Foreign Non-Profit Corporation Qualification $250
Entity Type Formation State Fee
Domestic Pennsylvania Limited Liability Company $125
Domestic Pennsylvania Partnerships $125
Foreign Limited Liability Company Qualification $250
Foreign Partnership Qualification $250

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If you decided to open a new business that will be based in Pennsylvania you can choose from several options:

Sole Owners

  1. Sole Proprietorship: Sole owners of Pennsylvania-based businesses could opt for sole proprietorship as the easiest form of business organization. Not the most recommended, given the liability a sole proprietor assumes as a result of owning a business. No registration with Pennsylvania Department of State is necessary, but it is recommended to register a Fictitious Name, and if you plan to hire employees then also obtain an EIN.

Single Member LLC: Limited liability company, as the name suggests, is an entity that allows its owners to limit the liability of the business to the entity itself, shielding the owners’ personal assets. This type of entity is recommended for most small businesses.

By default your LLC will be taxed as “disregarded entity”, meaning you will file your LLC tax return as part of your personal tax return. Keep in mind though – LLC is a flexible entity, which means you have the option of electing it to be taxed as S-Corp (assuming you are a U.S. person) or C-Corp. Learn more about LLC here, and about the details of forming LLC in Pennsylvania here.

Corporation: You can also form a corporation and be a sole shareholder with 100% of all shares. Corporations have more formalities than LLCs (for example in Pennsylvania you are required to have bylaws and maintain minutes of meetings in corporate records), but provide similar limited liability protection. That’s one of the reasons this entity type is often more suitable for bigger companies, or those who seek major investment.

Corporations can be taxed as S-Corp or C-Corp, with each form of taxation having its pros and cons. Keep in mind, you can elect your corporation to be S-Corp only if you, as the sole shareholder, are a U.S. person.

Learn more about corporations here, and about the details of incorporating in Pennsylvania here.


  1. General Partnership: Like sole proprietorship, this entity type does not require registration with the Pennsylvania Department of State, but it also does not protect the owners from business liability, and therefore is usually not recommended. A General Partnership needs to register a Fictitious Name, and obtain an EIN.

Multiple Member LLC: like Single Member LLC for sole owner, Multiple Member LLC is often the entity of choice for small and new businesses with more than one partner.

Corporation: Since corporation can have many shareholders, and transfering ownership is relatively easy (though share transfer) corporation might be a good choice of entity for business with partners.

Keep in mind though – S Corporations are limited to 100 shareholders who must be physical U.S. persons. That means corporations owned (partially or fully) by non-U.S. persons or legal entities, cannot be elected as S-Corp, and therefore subject to double taxation of an C-Corp. In cases like that it would be recommended to consider choosing LLC instead.

  • Limited Partnerships: Limited partnerships come in different forms, depending on the state (LP, LLP, LLLP). Though Limited Partnerships have their own purpose and place, for most cases we believe an LLC would serve its owners well enough, therefore at this point we do not cover Limited Partnerships.
  • Existing Out-of-State Companies

    An existing company registered in another state or country (called “foreign corporation”, “foreign LLC”, etc) looking to conduct business in Pennsylvania might be required to foreign qualify in Pennsylvania. This rule typically applies to companies looking to open a physical branch in Pennsylvania, lease an office or warehouse, hire employees, etc.

    “Foreign” businesses that do not create “strong nexus” by moving physically to Pennsylvania might still be required to obtain Sales Tax License from Pennsylvania Department of Revenue if selling taxable products or services using local dropshippers.

    Existing Pennsylvania Companies

    Companies registered in Pennsylvania enjoy from a wide spectrum of services provided by the Pennsylvania Department of State and Pennsylvania Department of Revenue. Such services include but not limited to:

    How Can We Help?

    Our company specializes in working with state government agencies such as Pennsylvania Department of State and Pennsylvania Department of Revenue in order to make your business registration and maintenance easier and smoother. We invite you to browse our website to learn more about our services and prices – and never hesitate to contact us via via phone, chat, or email if you have any questions.

    Your Pennsylvania Company Formed By:

    Starting a Business in Pennsylvania

    The Basics

    Customers like you choose us to file your paperwork in Pennsylvania because we have the expertise to do so correctly. We have been doing these types of filings for years and we know what we’re doing. Why waste hours of your own time trying to figure out all the legal documentation involved in setting up a corporation or a LLC. Let us do all the work for you.

    When you place an order with Incorporate Fast, you will have the backing of our trained staff to guide you along the submission process. All we require of you is some simple information about the business and the people to serve as officers. Once we have this information, we’re ready to set up your company. You can easily place an order online or have our helpful staff take an order from you over the phone. So don’t hesitate. Order today.

    Doing Business in Pennsylvania

    Business Maintenance

    All Pennsylvania Corporations and LLCs Must File:

    • Articles of Incorporation
      Pennsylvania corporations and LLCs are formed by filing the Articles of Incorporation or Articles of Organization with the PA Department of State. It costs $125 to form a Pennsylvania corporation or LLC.
    • Decennial Report
      Pennsylvania corporations and LLCs must file decennial reports with the Department of State. These reports must be filed in years that end in one (2021, 2031, etc.). There is a $70 fee to file the Pennsylvania decennial report.

    Pennsylvania Business Taxes

    Individual Income Tax
    Pennsylvania has a 3.07% income tax.

    Corporation Income Tax
    The corporate income tax rate in Pennsylvania is 9.9%.

    Pennsylvania Business License

    Pennsylvania does not require a state business license. However, many businesses do need professional and/or local licenses to operate in Pennsylvania.

    How to form an llc in pennsylvania

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    How do I close my business in Pennsylvania?

    Step 1 : Contact the Customer Experience Center at 717-783-8434 to ensure that all liabilities and filing requirements with the PA Department of Revenue are satisfied.

    Step 2 : Close all business accounts with the PA Department of Revenue, including but not limited to, Sales Tax, Employer Withholding, Corporation Tax and any other miscellaneous tax accounts.

    • To close a business account (except corporation taxes): Cancel the account in e-TIDES using the “Enterprise Maintenance” feature. If you are not a registered e-TIDES user, complete form REV-1706 and send by email or fax to 717-787-3708.
    • To close a corporation tax account: Mark the last RCT-101 as final and include the REV-861, Schedule DA Disposition of Assets showing complete divestiture of assets. Where distribution of assets is made in-kind to stockholders, attach a copy of the Federal Form 1099-DIV to the Schedule DA Distribution of Assets. Where assets are sold prior to the liquidation, attach a copy of the Schedule D filed with your Federal return. If an exemption is being claimed for capital gains realized under Section 337A of the IRC of 1954, also attach a declaration to the schedule. There are additional steps depending upon whether or not the corporation is registered with the PA Department of State:
    • If the business is not registered with the PA Department of State, simply complete and submit forms REV-238 Out of Existence/Withdrawal Affidavit which includes the REV-861, Schedule DA Distribution of Assets.
    • If the business is registered with the PA Department of State, you must complete the REV-181 Application for Tax Clearance Certificate. Follow the instructions listed on Form REV-181-I. This tax clearance certificate is issued for the sole purpose of presentation of the final Articles of Dissolution to the PA Department of State. If there has been a sale of assets prior to the dissolution, in addition to a tax clearance certificate, review the REV-1076, Procedures for Securing a Bulk Sales Clearance Certificate in order to request a bulk sales clearance certificate.

    If you are unsure whether or not the entity is registered with the PA Department of State, you can search your business name from the PA Department of State’s website.

    Step 3 : Once you obtain the Tax Clearance Certificates from the PA Department of Revenue and the PA Department of Labor & Industry, the last step is to complete the process with the PA Department of State to dissolve the entity.

    This checklist is a good starting point for you as you begin your business. It is in no way meant to be a substitute for professional advice or counsel.

    For more information about starting a business, contact your local SBDC.

    Formalize Your Idea

    Formally select a business idea, product or service that you will sell. This may sound like an easy step, but think hard about what exactly you will be selling and whether you have the skills and qualifications to run a business. This is also a good time to start thinking about the feasibility of making your business idea profitable.

    Research and Planning

    Research the business industry.

    • What will you sell? Is it legal? Who will buy it? How often?
    • Are you willing and able to do what it takes to sell your product?
    • Who are the competitors?
    • What will your product cost to produce, market, sell, and deliver? Can you make a profit? How long will it take for your business to make a profit?
    • What compliance issues do you need to address?

    Write a business plan. Make sure it includes your management, marketing, production and financial strategies.

    If you are going to have a web site, be sure to register the domain name.

    • Using a domain registry service, see if the business name is available for use as an Internet domain name. Visit any of the innumerable domain providers–even if you aren’t ready to use it yet. Your dream URL might already be taken.

    If you are going to have a brick-and-mortar presence, research possible locations for your business. Where appropriate, analyze that location for traffic, parking, customer and delivery access.

    Check zoning laws.

    • Zoning ordinances differ among townships and boroughs.
    • The PA E-Library is good website that offers zoning ordinances for townships throughout the state (but only if the township posts it).
    • Always talk to the zoning officer and get a copy of the ordinance at the Township and document it. There are often discrepancies in versions of Township ordinances. Also ask for any recent amendments that might not be in the book.
    • Make sure to look at an up to date zoning map and get the zoning officer to make a determination of which zone the property is in and what relief may be needed.

    Organize Your Business Structure

    Learn more about the differences in business structure and determine the best one for your venture. The most common choices are: sole proprietorship, partnership, or corporation.

    • If your business will be a sole proprietorship and you will be using an assumed name, you must check the avail ability of the name you have chosen and register it.
    • If your business will be a partnership, draw up your partner ship agreement. If the partner ship will be using an assumed name, register the fictitious name.
    • If your business will be a corporation, file Articles of Incorporation.

    For registration help, visit the Pennsylvania Department of State, Corporation Bureau or the Online Business Registration Interview (OBRI), a step-by-step wizard that guides users through the process of registering an enterprise with the Departments of Labor & Industry, Revenue, and State. It is designed for users who are unfamiliar with Pennsylvania taxes, services, and business registration requirements. Also, Enterprises that have not registered their Limited Liability Company, Corporation, Limited Partnership, Limited Liability Partnership, or Fictitious Name with the Department of State.

    Register with the Proper Authorities

    Register for state taxes with the Pennsylvania Department of Revenue.

    • Complete the PA 100, an online fill-in form that allows users to register an enterprise with the Departments of Labor & Industry and Revenue, but does not register the enterprise with the Department of State. It is designed for users who are familiar with the PA-100 process and know the taxes and services for which they need to register.

    Register for an Employer Identification Number (EIN) through the IRS.

    • Can apply by calling Toll-Free Telephone Service (800) 829-4933.
    • Can apply by mail – Complete SS-4 form.
    • Can apply online.
    • Contact the Internal Revenue Service for information on filing your federal tax schedules.

    Tax ID

    Apply for contractors registration through Attorney General.

    Apply for Sales Tax ID through the Department of Revenue.

    If you will have employees:

    • Register with the PA Department of Labor and Industry at Online Business Registration.
    • Find out about worker’s compensation.
    • Get tax information on withholding taxes.
    • Get information on hiring independent contractors.

    Protect your Intellectual Property

    Register or reserve your federal trademark/servicemark.

    Apply for patent if you will be marketing an invention.

    Order any required notices of your intent to do business in the community by advertising the fictitious name.

    Master the Basics of Intellectual Property Law.

    The new BusinessUSA and USPTO Understanding Intellectual Property tool guides participants through the steps of understanding and protecting their invention/intellectual property.

    USPTO’s IP Awareness Assessment tool determines how much you know about various IP issues and recommends other materials and resources.

    The USPTO Inventor’s Assistance Program (IAP) helps inventors navigate the patent process to ensure their inventions are legally protected.


    Install a business phone or extra residential phone lines, if necessary.

    Get adequate business insurance or a business rider to a homeowner’s policy.

    Square away financial and tax issues.

    • Get tax information such as recordkeeping requirements, facts about estimating taxes, forms of organizations, etc.
    • Open a bank account for the business.

    Purchase equipment and/or supplies.

    Order inventory, signage, and fixtures.

    Marketing and Branding

    Establish a marketing presence and visual identity

    • Have business cards and stationery printed.
    • Get an e-mail address.
    • Find a Web hosting company and have your Web site designed and set up. If you want people to take you seriously, you need a professional web presence. Unless you’re a designer, don’t design your own site. Hire someone or use a service.
    • Determine whether you need sales literature (brochures, flyers, etc) created and printed.
    • Research how to advertise your business for free online with services such as Google Places, Bing Business, Yahoo! Local or the Yellow Pages. Also if appropriate, consider establishing a presence on social media sites like Twitter, Facebook, or LinkedIn.

    Change is part of growing up. The same is true for businesses. Sometimes, change is necessary to help the business grow. When that happens, you have to be ready to handle the responsibilities as an owner.

    Speak to an Expert today about
    Amendments at 888-366-9552

    What is A Pennsylvania Amendment?

    The state of Pennsylvania requires all businesses to report any changes that they make to the items that are originally listed on the Articles of Incorporation/Organization. To do this, your company has to go through the amendment process and submit the proper paperwork to the Department of State.

    Reasons Why You Need To File An Amendment

    Generally, filing an amendment is necessary when a Pennsylvania company decides to make changes that will affect its business structure.

    A. Changing The Company Name –

    If you think that changing the name of your Pennsylvania LLC is necessary, you have to make sure that it goes through the legal process. Submit an amendment to the Department of State. Then, make sure you also update the records of your LLC with the state and government.

    • Corporations

    If your Pennsylvania corporation also wants to operate under a new name, you have to inform the Department of State. It requires you to file an amendment. Additionally, you also need to change the name of your corporation on the records with the state and government.

    B. Changing Members Of The Business –

    Pennsylvania requires LLCs to submit a list of all members and managers as part of the Articles of Organization. You have to provide their names, addresses, and contact information. If there are changes in any of these pieces of information, you have to report it to the state through an amendment form.

    • Corporations

    The state also requires Pennsylvania corporations to submit a list containing information about the officers and directors when they file the Articles of Incorporation. That is why your company has to inform it of any changes to the names, addresses, or contact information of these officials. Use the amendment form to do this.

    C. Changing Address Related To The Business –

    An LLC in Pennsylvania may move its office to a new location. When that happens, you have to make sure that all the necessary documents addressed to the company reach your LLC. You have to inform the state about the changes by filing an amendment.

    • Corporations

    The state has to know the operating address and registered office of your Pennsylvania corporation. This way, it can send all legal documents to the proper place. So, if your company has to move, inform the Department of State through an amendment.

    D. Changing Contact Information –

    Pennsylvania LLCs have to make sure the Department of State can reach them. That is why you should report any changes to your contact information. The state requires a registered agent to serve as its point of contact with your LLC. You can inform the state of any changes using an amendment. However, it is best to file a Certificate of Change of Registered Office form if the only change is to the registered agent’s information.

    • Corporations

    Corporations also have to do the same thing. Inform the Department of State if you change your contact information so they can easily communicate with your company. Generally, the state forwards all communication through your registered agent. If there are any changes regarding the agent, you have to file a Statement of Change of Registered Office form and pay $70.

    E. Changing The Number Of Shares That A Corporation Is Authorized To Issue – Pennsylvania LLCs do not issue shares. This change does not apply to them. Meanwhile, Pennsylvania corporations have to file an amendment if they intend to change the number of shares that they are authorized to sell.

    How to form an llc in pennsylvania

    A Place for Success

    Starting and growing a business requires careful planning, business skills, financial resources, motivation and a lot of hard work.

    The key to getting started is your Business Plan. A Business Plan is a road map for your business- it details where you want to take your business and the route of how to get there. Developing a business plan will help you to determine if starting a business is a journey you wish to embark upon.

    A business plan generally includes:

    1. a business description
    2. a marketing plan
    3. a financial management plan
    4. a management plan


    What resources are available to me?

    Numerous organizations provide free or low cost services to individuals planning to start a business. Several of these community and economic development agencies provide business plan assistance, conduct training seminars, and provide general entrepreneurial counseling. Some of these agencies also provide lower than conventional rate financing for qualifying businesses.

    It may also be necessary to enlist the services of paid professionals, such as an attorney and an accountant. Cultivating relationships with commercial lenders may also be necessary to meet start-up and long-term business funding needs. Engaging a qualified professional team can provide the legal and financial advice and resources necessary to build a firm foundation for starting a business.

    Tax, Permitting and Licensing Issues

    Depending on the nature of your business, various licensing, permit, and tax issues may apply. It will be important to identify the City, State and Federal requirements that will apply to your business. For more information, contact the applicable agency or individual listed below.

    Resources For Starting A Business In York

    Community First Fund
    Lending, financing, business plan & general business counseling.
    7 East Market Street
    York, PA 17401
    (717) 848-3863
    View Website

    York County Economic Development Corporation
    Financing and general counseling.
    144 Roosevelt Avenue
    York, PA 17401
    (717) 846-8879
    View Website

    Downtown Inc
    Downtown beautification, marketing support for city businesses.
    (717) 849-2331
    View Website

    York SCORE
    Business plan counseling, start up and general counseling.
    2101 Pennsylvania Avenue
    York, PA 17404
    (717) 845-8830

    AHEAD-(Association for Helping Entrepreneurs Achieve Dreams)
    General business counseling.
    37 W. Market Street, 2nd Floor Rear, Suite 10
    York, Pennsylvania 17401
    (717) 812-0180

    YorKitchen at Central Market
    Shared Incubator Kitchen for food entrepreneurs
    37 West Clarke Ave.
    York, PA 17401
    (717) 814-8879
    View Website

    Shippensburg University –
    Small Business Development Center

    Free business startup planning
    and management techniques.

    1871 Old Main Drive – 405 Grove Hall
    Shippensburg, PA 17257
    (717) 477-1935
    View Website

    U.S. Small Business Administration
    Business plan counseling, financing,
    and general counseling.

    Philadelphia District Office
    1150 First Avenue
    Suite 1001, Parkview Tower
    King of Prussia, PA 19406
    (610) 382-3080
    View Website

    Kutztown University of Pennsylvania –
    Small Business Development Center

    Free procurement training, how to sell to state,
    federal and local governments.

    600 N. Hartley St.
    Suite 100
    York, PA 17404
    (717) 825-1132
    View Website

    Support for manufacturers,
    Six Sigma and LEAN Efficiency Training.
    600 N. Hartley St. – Suite 100
    York, PA 17404
    (717) 825-1132
    View Website

    General Information

    Department of Economic and Community Development
    Phone: (717) 849-2264

    Kiva York Micro Loan Program
    Zero Interest Loans up to $10,000
    Phone: (717) 849-2248
    Email: [email protected]
    View Website

    Bureau of Permits and Zoning
    101 South George St.
    York, PA 17405 – PO Box 509
    Phone: (717) 849-2208
    Fax: (717) 849 -2329

    Food Services Licenses
    Permits and Health Licensing Bureau
    Phone: (717) 845-2124

    York Adams Tax Bureau
    1405 N. Duke Street
    York, PA 17404
    Phone: (717) 845-1584
    Fax: (717)854-6376
    View Website

    Building Permits/ Zoning
    Phone: (717) 849-2256

    How to form an llc in pennsylvania

    Business Lawyers Serving Pittsburgh and the South Hills

    If you are starting a business, the decisions you make upon formation will have long-lasting effects. Everything from your tax structure to the way you resolve disputes can be affected by the legal steps taken at formation.

    At Michael D. Flynn & Associates, P.C. , we offer clients throughout Pittsburgh and the South Hills sound legal guidance from experienced business attorneys. We will work with you personally to help you get your business off to a strong, profitable start.

    Contact us today online or by telephone at 888-344-9640 to speak with an experienced Bethel Park, Pennsylvania, business law attorney.

    Choosing a Business Entity

    The formation of a business entity provides a business owner with protection over his or her own personal assets. It also establishes a venture as a credible and functioning business entity, authorized to do business within a certain jurisdiction.

    If you are a business owner struggling with the idea of incorporating your business and choosing a business entity, you may be wondering which type of entity is right for you. We will help you explore your options in deciding which business entity is right for you, whether it be:

    • LLC (limited liability company)
    • S corporation
    • C corporation
    • General partnership

    In addition to business formation, we also represent business owners in a wide range of business legal services, including contracts, dispute resolution, business planning and business succession. Our attorneys understand the financial pressures facing business owners in today’s economic climate. We will put our skill and experience to work for you to help you achieve your most critical business objectives.

    Contact Us

    If you are a business owner and have questions about forming an LLC or another business entity, we are here to stand up for your interests. Contact us today online or by telephone at 888-344-9640 to speak with a knowledgeable corporate lawyer serving the Pittsburgh, Pennsylvania, area.

    (PLUS pennsylvania STATE FEES)

    In this section we’ll explain the requirements, where to file, and fees regarding a Pennsylvania foreign qualification.

    Filing Requirements

    If you’ve incorporated your company in any state other than Pennsylvania (state motto: Virtue, Liberty, and Independence) and you wish to “conduct business” in Pennsylvania, you’ll need to “foreign qualify” your company.

    A Pennsylvania form called “Foreign Registration Statement” (DSCB:15-412) needs to be completed. This form is used for all company types. The Commonwealth of Pennsylvania requires the following pieces of information:

    • Full and proper name of the company in home state
    • Assumed company name in Pennsylvania (if applicable)
    • Names and address of officers and directors
    • State (or country) of Incorporation or Formation
    • Date of formation in state of incorporation
    • Street address of principal office
    • Nature of business in Pennsylvania
    • A designated commercial registered agent for service of process (can be either a corporation or natural person)
    • Street address (including county) of agent for service of process (PO Box is NOT acceptable)
    • The effective date
    • Signature and title of the authorized person

    Documents to file

    • Foreign Registration Statement form
    • Certificate of Good Standing from state of incorporation

    Where to file

    The completed form can be filed by mail or in person:

    Pennsylvania Department of State
    Bureau of Corporations and Charitable Organizations
    P.O. Box 8722
    Harrisburg, PA 17105-8722


    Commonwealth of Pennsylvania phone number is 717-787-1057. Their website is

    Fees & Costs

    The Commonwealth of Pennsylvania has a filing fee of $250 for all entity types. Make checks payable to: Department of State. Checks MUST contain a commercially pre-printed name and address. Accepted payment types:

    • Check
    • Money order

    We hope you found this page beneficial regarding an out of state LLC or corporation doing business in the Commonwealth of Pennsylvania. For a small processing fee plus state fees, you can have one of our expert Incorporation Specialists “foreign qualify” your company in Pennsylvania. If you have any questions, please do not hesitate to call us at 1-800-423-2993 or 302-996-5819. Thank you for your interest in Foreign Qualification in Pennsylvania.

    Pennsylvania LLC
    PA Limited Liability Company
    LLC in Pennsylvania

    The following table sets forth a comprehensive summary of this state’s LLC laws, filing requirements, taxation and more.

    Keep in mind though, that the information in this table is subject to the whim of each state’s lawmakers, so the information is constantly changing.

    It’s a good idea to do a reality check with the Secretary of State’s office to confirm that the information is still current.

    Secretary of State Contact Information Department of State
    Corporation Bureau
    Commonwealth Avenue & North Street
    206 North Office Building
    Harrisburg, PA 17120
    (717) 787-1057
    LLC Filing and Assistance Website Address
    LLC Filing Fees To organize, an LLC must file a Certificate of Organization and submit a filing fee of $125. Organizers must also file a “docketing statement” along with the certificate; the form is available at the Secretary of State’s website. A foreign LLC must file an Application for Registration and submit a filing fee of $250.
    LLC Name Reservation Information and Fees Pennsylvania organizers may reserve an LLC name by submitting a written or faxed request to the Corporation Bureau. The fee is $52. The name reservation remains effective for 120 days.
    Link to Get LLC Formation Forms h ttp://
    Periodic LLC Reporting Requirements Pennsylvania and foreign LLCs doing business in the state are not required to file annual reports, however, they are required to notify the Bureau upon a change in the name or address of the registered agent by filing a Statement of Change of Registered Agent.
    Link to Get LLC Tax Forms
    LLC Tax Summary Most LLCs must file the Pennsylvania S Corp/Partnership Information Return (Form PA-20S/PA-65), which is for informational purposes only. LLCs may also have to file form RCT-101 for Pennsylvania’s Capital Stock/Franchise Tax .
    LLC Statute Title 15, Chapter 89 of the Pennsylvania Consolidated Statutes

    Are you ready to form your Corporation or LLC today?

    Some Related Articles

    • Vermont LLC – VT Limited Liability Company – LLC in Vermont
    • Wyoming LLC (Limited Liability Company) Basics
    • Pennsylvania Corporation – Pennsylvania Filing Fees – Pennsylvania Incorporation
    • Oregon LLC – Oregon Filing Fees – LLC in Oregon

    How to form an llc in pennsylvania

    Michael Spadaccini is the author of 8 books on self-help legal matters such as, Ultimate LLC Compliance Guide: Covers All 50 States (Ultimate Series), Ultimate Book of Forming Corps, LLCs, Partnerships & Sole Proprietorships, and Ultimate Guide to Forming an LLC in Any State, Second Edition (Ultimate Series).

    LLC Vs. PC

    Related Articles

    • LLC Vs. PC
    • Can a C-Corporation Be a Partner in a Partnership?
    • What is The California Limited Liability Company Act?
    • A Professional Corporation vs. an LLC

    A professional association (PA) is a type of corporation made up of individuals who belong to a licensed, certified or registered occupation. For example, a PA may be composed of attorneys or accountants. A limited liability company (LLC) is a type of company in which taxes “flow through,” so the members, rather than the company, pay taxes on the profit. Although the IRS provides some guidance on definitions, PAs and LLCs are business structures defined by state laws. The definitions, requirements and powers of PAs and LLCs vary by state.

    Understanding Professional Associations

    Some states, such as California, treat PAs like other types of corporations. In many ways, they do not distinguish PAs from professional corporations. Other states, such as Texas, define a PA as similar to, but distinguished from, other types of PCs.

    Texas provides that a PA is a professional entity for the purpose of providing a professional service relating to health care. A PA may offer health care services such as medicine, osteopathy, podiatry, dentistry, chiropractic care, optometry, therapeutic optometry, veterinary care or mental health treatment. In Texas, only a person who is licensed to practice the same professional service as the professional association may be a governing person, managerial official, owner or member of the professional association.

    IRS View on LLCs

    The Internal Revenue Service (IRS) provides that an LLC is a business structure whose owners are known as members. Members may include individuals, corporations, other LLCs and foreign entities. Most states permit LLCs to have one single member. State laws limit when a business entity may not be an LLC. For example, banks and insurance companies cannot be LLCs. There are special rules for foreign LLCs.

    The LLC and the number of its members determine whether the IRS treats the LLC as a corporation, a partnership or simply part of the income tax return of the LLC’s owner. A domestic LLC with at least two members is classified as a partnership for federal income tax purposes unless the LLC files IRS Form 8832 and requests to be treated as a corporation.

    An LLC with only one member is treated as an entity disregarded as separate from its owner. The exception is if the single-member LLC files Form 8832 and elects to be treated as a corporation. For purposes of employment tax and certain excise taxes, an LLC with just one member is considered a separate entity.

    State Views on LLCs

    In California, an LLC combines the characteristics of a corporation and a partnership. Members of an LLC have limited liability for the actions of the company, as do shareholders of a corporation. This means their personal assets are protected if the LLC is sued. The LLC structure offers its members liability protection. The members are taxable at the member level like partners in a partnership.

    New York defines an LLC similarly to California. It sees the LLC as having limited liability for the contractual obligations and other liabilities of the business. The LLC has a flexible management style similar to that of a partnership.

    Federal tax law provides that an LLC may be classified as a C corporation or an S corporation. A C corporation is recognized as a distinct taxpaying entity; an S corporation passes corporate income, losses, deductions and credits through to shareholders for federal tax purposes.

    Is a PA an LLC?

    In some states, a professional association (PA) can be an LLC. An individual who has a question as to whether a PA can be an LLC should check their state’s corporations code, its business and professions code, and regulations on their department of state or secretary of state website. The individual can also consult an attorney experienced in corporate law.

    California does not allow a PA to be an LLC. Specifically, California provides that a domestic or foreign LLC may not render professional services. Professional services are those rendered pursuant to a license, certification or registration authorized by the California Business and Professions Code, the Chiropractic Act, the Osteopathic Act or the Yacht and Ship Brokers Act.

    How to Form the Company

    A single business owner or group of owners forms a business entity like a PA at the state level. They file the required documents, such as a certificate of incorporation, with their secretary of state or department of state. They also pay the appropriate fee to register the business entity.

    For example, a group of doctors in New York could form an entity similar to a PA called a professional service corporation by filing a certificate of incorporation with the New York Department of State. In California, a group of doctors would form a professional corporation by filing the articles of incorporation with the California Secretary of State.

    The terms “professional service limited liability company” and “professional limited liability company” (PLLC) refer to a company made up of licensed professionals who organize as an LLC. Most states call such a business entity a professional limited liability company. New York calls such a company a professional service limited liability company, yet gives it the acronym “PLLC.”

    A PLLC is Not Protected Against Malpractice

    Members of a PA organized as an LLC or PLLC are not protected against malpractice claims and lawsuits that allege that the members were negligent or reckless. Each member of a PA organized as an LLC or PLLC should carry their own malpractice insurance. Members of a PA organized as an LLC or PLLC are not allowed to ask patients, clients or customers to sign contracts that limit a person’s ability to sue a licensed professional for malpractice.

    Piercing the Corporate Veil

    There are certain situations in which members of a PA organized as an LLC or PLLC can be held personally liable for the debts of the company. A court will find the members liable if the LLC or PLLC engages in fraudulent actions that the members engaged in with the intent to deceive patients, clients or customers.

    Situations in which the “corporate veil” of liability may be pierced include instances where there is no formal legal separation between the business and the members; the business engaged in wrongful or fraudulent actions, such as recklessly taking out a loan; or where there was a unfair result, such as the business acted in a deceitful manner leaving a creditor with a large unpaid bill. When the corporate veil has been pierced, creditors can pursue individual members’ assets, including real property, bank accounts and investments.