How To Fill Out The Pennsylvania Certificate of Organization
If you’re looking to form a Limited Liability Company in Pennsylvania, then you will need to brush up on how to file the Certificate of Organization. The Certificate of Organization is the name of the document that is filed with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations to establish an LLC. After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
I’ll break down the LLC filing process into XX steps and show how you can start your LLC, without paying for an attorney.
Zenbusiness and IncFile are running a special where you only pay state fees for your LLC formation!
Steps To Fill Out The Pennsylvania LLC Certificate Of Organization
To file the Pennsylvania Certificate of Organization, you will need to submit the completed DSCB:15-8821 LLC Certificate of Organization form to the Pennsylvania Department of State.
The form can be downloaded and sent by mail or filed online.
In this overview, I’ll show how to fill out the Certificate of Organization online. In order to get started, you will need to head over to the Department of State’s website and create an account.
Once logged in, click on “Business Filing Services.”
Next, click on “File a Business.”
Then, click on “Certificate of Organization Limited Liability Company.”
You will come across four options for the type of Limited Liability Company being created. They are:
– Limited Liability Company – General LLC & most common to form
– Restricted Professional Limited Liability Company – LLCs that provide services that are licensed by the state MUST select this. Common services that are licensed in Pennsylvania include; accountants, attorneys, psychologists, veterinarians, and more.
– Benefit Company – LLCs that have a purpose of creating a general public benefit that will have a material positive impact on society and the environment.
– Benefit and Restricted Professional Limited Liability Company – A Restricted PLLC that has a purpose of creating a general public benefit.
Step 1: Select an LLC Name
The first step in filling out the Pennsylvania Certificate of Organization is to pick a business name.
There are a couple of requirements when choosing a Pennsylvania LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Pennsylvania unless you receive consent from the current registrant. You can verify name availability by doing a Pennsylvania LLC name search with the Pennsylvania Department of State to be sure the LLC name is available.
2. There are restricted names such as “Bank,” “Credit Union,” “Insurance,” “College,” “Engineer,” “Surveyor,” “Architect,” “Psychology,” “Social work,” and others unless approval is granted from the state.
3. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Limited Liability Co.
– Ltd. Liability Company
– Ltd. Liability Co.
– Company
– Co.
– LLC
– L.L.C.
– Limited
– LTD
– Ltd.
You are first asked whether there is a previously filed reserved name that will be used for the filing. It is optional to reserve an LLC name. If a name had been reserved, choose “Yes,” otherwise click “No” and enter the LLC name you want including the identifier.
Next, if the name is unique, you will select that consent is not required, however if the name is in use, you will have to get consent. To get consent:
– Contact the current registration and get permission to use the name.
– Have the Pennsylvania Department of Revenue certifies that the business is out of existence or has not filed tax returns for the last three years.
– If the business is a Foreign LLC (one that was initially formed in another state) and is no longer in business, obtain certification that they have abandoned the name.
Step 2: Effective Date
While you cannot back-date the formation date of your LLC, you can choose to delay the start date of the LLC if you want to have the paperwork finished, but aren’t ready to start the business or if the filing is being done close to the end of a calendar year, and the business isn’t going to have any activity until the start of the next year. By delaying the start date until the following year, you can eliminate the need to file a partial-year business tax return.
If you want the LLC to start immediately, choose, “when filed with the Department of State.”
If you want the LLC to start later, select the box that says “on a future specific date” and enter a future date.
Step 3: Enter Your Email Address
You have the option to opt-in to email notifications from the Department of State. I would recommend doing this in order to get timely information, especially with the LLC renewal that only happens every 10 years.
Step 4: Describe What the Business Will Do
In step 4, we are asked to provide information about the activities of the business. A general purpose statement isn’t allowed, so be sure to provide some information about the primary activities of the business.
Step 5: Enter Contact Information for the Individuals Responsible for the Initial Tax Report
Enter the name and address of the individual who will be responsible for filing the initial tax report. For most people forming their LLC, they will list themselves as the responsible party.
Step 6: Enter an EIN/FEIN
This is an optional step and you normally don’t want to register for an EIN until after the LLC has been approved.
If you already have an EIN, enter it here.
Step 7: Select the LLC’s Tax Year
This is another optional field, that is usually best to skip, unless you have already planned this. Most people choose to have their LLC tax year end on December 31st, but some will choose a different date.
Step 8: Include Information for the Registered Office
Every LLC in Pennsylvania is required to have a Registered Office Address. The registered office (sometimes referred to as a registered agent) may be, but is not required to be, the actual place of the business to the physical street address, or the main location where the business records are kept. A physical address in Pennsylvania must be used as P.O. Boxes are not acceptable.
Related: What are the requirements for a Registered Office in Pennsylvania?
Enter either a Registered Office address in the state of Pennsylvania or the name of a Commercial Registered Office Provider and the county of venue.
Step 9: List the Names of the LLC Organizers
Include the name(s) of the initial organizers of the LLC (people helping with the formation of the entity). This is often the owner but can be anyone.
Step 10: Upload any Additional Provisions
If there are additional governance rules that should be applied to the LLC, upload those in this section (not common).
Step 11: Select Filing Fees
If the LLC is owned by a veteran or reservist, the state will waive your filing fees. Proof of status will be needed (DD-214, NGB-22, or valid Department of Defense military ID).
Next, you can choose the filing speed. Standard processing typically takes 7-10 business days or expedited processing.
Step 12: Review the Certificate of Organization
Next, review the submitted information to ensure it is correct. If it is, click to the next screen.
Step 13: Sign, Pay, and Submit the Certificate of Organization
Last, sign the document and pay the state filing fee to submit the Certificate of Organization to the Pennsylvania Department of State!
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Pennsylvania LLC FAQs
How much does it cost to form an LLC in Pennsylvania?
The filing fee to start an LLC in Pennsylvania is $125.
Is there an annual fee for an LLC in Pennsylvania?
There is no annual registration fee for Pennsylvania LLCs (unless it’s a restricted professional LLC or benefit LLC). There is a report that has to be filed every 10 years (Decennial Report) to keep the LLC active.
How long does it take to get the Certificate of Organization in Pennsylvania?
It normally takes 7-10 business days for the Pennsylvania Department of State to process the paperwork to form an LLC in Pennsylvania.
Should I use an LLC formation service or do it myself?
Two of my top formation companies have a special offer where you can get your LLC formed without paying any additional fees (state fees still apply). Check out Zenbusiness and IncFile to learn more.
Who can be a registered agent in Pennsylvania?
All corporations and LLCs in Pennsylvania are required to have and maintain a registered agent.
The registered agent is a party that is physically located in the state of Pennsylvania that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Do you need a business license if you have an LLC in Pennsylvania?
The requirements for business licenses and registrations in Pennsylvania vary depending on what the business does and where it’s located.
Here is a list of common business licenses in Pennsylvania.
Do Pennsylvania LLCs need an EIN?
Only Pennsylvania LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (EIN).
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.
Related: How to Apply for an EIN
Does Pennsylvania require an LLC to have an operating agreement?
Under Pennsylvania Code, Statute § 8815, an LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
