Form a Pennsylvania LLC
Ready to start your limited liability company? Transform your organization into a legal business entity in three easy steps today with LegalZoom. As an LLC, you'll gain the ability to protect your personal assets from financial risk and enjoy the benefits of a corporation with fewer formalities. We'll help you choose how you want to organize your LLC and walk you through the whole process.
When you form your Pennsylvania LLC, with LegalZoom, we prepare and file your articles of organization with the Corporations Bureau of the Pennsylvania Department of State. We also conduct a name search for your Pennsylvania LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Pennsylvania LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Pennsylvania LLC Name: Choosing a business name is one of the first steps in the process of forming your Pennsylvania Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, "company," "limited" or "limited liability company" or an abbreviation of one of those terms
Must be distinguishable from (cannot be the same as or deceptively similar to) any other Pennsylvania LLC or other registered entity.
Must not be a name rendered unavailable for use by a corporation.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Pennsylvania Limited Liability Company before filing to see which names are available.
Registering a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Pennsylvania LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Pennsylvania Department of State, Corporations Bureau for filing. State law requires that certain information be included in your articles of organization for your Pennsylvania LLC formation. This information must include:
The LLC name
The address, including street and number, if any, of its initial registered office in this Commonwealth.
The name and address, including street and number, if any, of each of the organizers
A statement as to whether a member's interest in the company is to be evidenced by a certificate of membership interest
A statement as to whether the management of the company is vested in a manager or managers
If the certificate of organization is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date.
A statement as to whether the company is a restricted professional company, including a brief description of the restricted professional service or services to be rendered by the company.
Any other provisions for internal regulations which the members elect to set out
Filing: Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Bureau of the Department of State. The filed document must include a signature by one or more members.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Department of State along with the month, day and year of filing.
Additionally, a Pennsylvania LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: One or more
Procedure for Membership: The member may acquire an interest in the LLC either (1) in proportion to their contribution or (2) otherwise in accordance with the operating agreement of the company.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the articles of organization
A member may not resign until all liabilities have been paid and sufficient property exists to pay them
A member may not resign unless consent of all members is provided
A member may not resign except in accordance with the operating agreement of the LLC unless the operating agreement is silent and if so, a member must give 6 months prior notice
A member may not resign except upon dissolution of the LLC
A member of a limited liability company may have the limited liability company dissolved and its affairs wound up when: (a) The member rightfully but unsuccessfully has demanded the return of his or its contribution or (b) The other liabilities of the limited liability company have not been paid, or the limited liability company property is insufficient for their payment and the member would otherwise be entitled to the return of his or its contribution.
Contribution:The contributions of a member to the LLC may consist of cash, tangible or intangible property, services rendered or a promissory note or other obligation to contribute cash or tangible or intangible property or to perform services.
Registered Agent In Pennsylvania
LegalZoom can also provide your business with a registered agent in Pennsylvania (the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit). Every Pennsylvania LLC must continuously maintain a registered office and registered agent in Pennsylvania.
A registered agent in Pennsylvania may be either (1) an individual resident in Pennsylvania whose business office is identical with such registered office, (2) a Pennsylvania corporation, or (3) a foreign corporation authorized to transact business in this state, having a business office identical with such registered office.
Registered Office: The registered office may be but does not need to be the LLC's place of business.
Pennsylvania Department of State Dissolution
Once a Pennsylvania LLC has been created, the Pennsylvania Department of State will require that certain recurring responsibilities and duties be met. The most important of these are explained below. For further information, refer to the Pennsylvania Department of State office.
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
Event specified in the certificate of organization
Event specified in writing in the operating agreement
Except as provided in the operating agreement, by unanimous written agreement or consent of all members
The death, retirement, resignation, expulsion, bankruptcy, dissolution of a member except as otherwise provided in writing in the operating agreement
The occurrence of any other event which terminates the continued membership of a member in the LLC unless the business of the company is continued by the vote or consent of a majority in interest, or such greater number as shall be provided in writing in the operating agreement, of the remaining members given within 180 days following such event
Entry of a court order
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
State Taxes: For the purposes of the imposition by the Commonwealth of any tax or license fee on any limited liability company shall be deemed to be a corporation organized state law and a member of such a company shall be deemed to be a shareholder of a corporation. Such a company may elect to be treated as a Pennsylvania S corporation, and its members shall be deemed shareholders of such a corporation, only if the company satisfies the conditions for electing that status.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Pennsylvania Department of State along with the appropriate filing fee. When appropriate, a check must accompany the document payable to the State of Pennsylvania, covering all charges for the Department of State.