The LLC’s business name must be different from all other business entity. Existing names can be found the Pennsylvania Department of State website. If your LLC name is a fictitious name (i.e. any name other than your proper legal name), you will have to register the name first, then file on approval. The name must be followed by LLC or L.L.C. (for example, Flowers to Go, LLC). You may not use the word “corporation” or “corp.” unless you are actually incorporated. Your LLC should not include words that could confuse it with a government agency, such as “Bureau” or “Treasury.”
LLC filings will be processed upon receipt of the documentation and the filing fee. Documents may be filed and processed same day, if the documents are hand delivered to the Department of State Corporation Bureau in Harrisburg by 1 p.m. on a business day. You may also file online, via fax, or by mail.
State Filing Fees
The filing fee is $125, payable to the Commonwealth of Pennsylvania.
Articles of Organization and Operating Agreement
Once you have a name for your Pennsylvania LLC (and have pre-approval for a fictitious name), The articles of organization must state:
The LLC name.
The names and street addresses of each organizer (no P.O. Boxes).
A Pennsylvania street address unless the LLC name is fictitious.
Notarization is not required.
Pennsylvania does not require an LLC to create an operating agreement, but it is a critical part of running an LLC, similar to a corporation’s bylaws. This strategic internal document includes specifics on how the company will operate, both day-to-day and over the long term. All partners in the LLC must approve the document and unanimously agree on any changes.
The Operating Agreement should include:
The members (see below for how membership works in a Pennsylvania LLC).
How much each member has invested.
How profits are to be divided.
How much of a voting share each member has.
General requirements for meetings, such as how much notice is required, how many members constitute a quorum, voting rules, and so on. It also usually includes state-mandated requirements so that all the LLC’s operational rules are laid out in one place.
The articles of organization may include constraints on members’ authority to adopt, amend, or repeal an operating agreement.
In Pennsylvania, the owner(s) of an LLC are called members, in the same way owners of corporations are called shareholders. Pennsylvania LLCs must have one or more members, all of whom are individuals. Members contribute to the LLC in some way, whether it’s through a cash investment, transfer of property to the LLC, or by providing services.
If a member of a Pennsylvania LLC resigns, they must follow the resignation protocol set in the operating agreement. Departing members may be entitled to receive distribution, according to the operating agreement.
Under Pennsylvania law, LLCs that are required to provide a Pennsylvania street address in any document may enter into a contract with a Commercial Registered Office Provider (CROP). The name of the CROP may be listed as the registered office address. You must have entered into a contract with a CROP in order to list it, otherwise you are subject to penalties, both civil and criminal. Fictitious Name registrations are not required to use a CROP.
Ongoing Filing and Compliance
Pennsylvania LLCs are not required to file an annual report.
A Federal EIN is required for Pennsylvania LLCs with employees; Pennsylvania does not require a state tax identification number.
When you work with Venture Support Services, we will keep you on top of Pennsylvania’s ongoing requirements and due dates with periodic email reminders.
In order to dissolve a Pennsylvania LLC you must:
Submit a Tax Clearance Certificate (REV-181) to the Department of Revenue and the Department of Labor & Industry.
Officially dissolve your LLC according to the bylaws of your Operating Agreement, which usually involves a vote. Alternatively, the Pennsylvania LLC Act allows an LLC to be dissolved if each member unanimously agrees to it in writing.
Pay off any creditors and distribute any assets among the members according to the bylaws of your Operating Agreement.
File a Certificate of Dissolution, along with your Tax Clearance Certificate and a $70 fee, to the Department of State.
Pennsylvania LLCs are subject to federal income tax classifications and may be treated the same as corporations, limited liability partnerships, or sole proprietorship LLCs. Members of an LLC taxed as a partnership or S Corporation are taxed at the personal income tax rate, and include their shares of income,
loss and credit on their personal income tax returns.
LLCs in Pennsylvania are required to pay capital stock/foreign franchise tax.
Since LLCs in Pennsylvania may be taxed differently depending on tax filing status, be sure to reference your state laws regarding taxation, as your LLC may be subject to other taxes.