It’s no surprise that Pennsylvania — the birthplace of the Declaration of Independence and the Constitution — remains one of the country’s top states to start an LLC. With the state’s access to ports, business assistance programs and higher education, it’s a prime spot to grow your business. Here’s how to create an LLC in the Liberty State.
The name of your Pennsylvania LLC must not be used by any other business entity in the state. You can search existing names on 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.”
Once you have a name for your Pennsylvania LLC (and have pre-approval for a fictitious name), Incfile can help you file your articles of organization with the Corporation Bureau of the Commonwealth of Pennsylvania. The articles of organization must state:
Notarization is not required.
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.
Incfile can provide registered agent service for your Pennsylvania LLC if needed.
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.
The filing fee is $125, payable to the Commonwealth of Pennsylvania.
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 articles of organization may include constraints on members’ authority to adopt, amend, or repeal an operating agreement.
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.
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.
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.
When you work with Incfile, 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:
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