How To Fill Out The Pennsylvania Certificate of Organization
The Pennsylvania Certificate of Organization is the official document filed with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
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 completed and sent by mail or filed online.
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Let’s go over how to fill out the LLC Certificate of Organization in Pennsylvania. To get started, visit the Pennsylvania Department of State’s website to download the form.
Step 1: Pick a Name for the LLC
The first step in filling out the Pennsylvania Operating Agreement 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. 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. 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.
Enter the LLC name including the identifier to continue. If you choose a name that is taken, the Department of State will return your application.
Step 2: 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.
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 3: 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 4: Choose the 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 the box that says, “The Certification of Organization shall be effective upon filing in the Department of State.”
If you want the LLC to start later, select the box that says “The Certification of Organization shall be effective on (month date year hour, if any)” and enter the date of your choice.
Step 5: Designate an LLC that Needs Professional Licensing
Professional LLCs (those that offer services licensed by the state) such as legal, accounting, psychology, and others require licensing in the state of Pennsylvania are required to check which service they will offer when forming an LLC.
If the Pennsylvania Limited Liability Company won’t offer any of the identified professional services, do not list a profession.
Step 6: Election of a Benefit Company
A public benefit LLC is a for-profit LLC that intends to have a positive impact on society and the environment.
A public benefit LLC is more complicated than a Domestic LLC as in addition to filing a Certificate of Organization [DSCB:15-8821], a docketing statement [DSCB:15-134A], will also be filed with the Bureau of Corporations and Charitable Organizations.
If you are interested in forming a benefit company, it’s recommended that guidance from an attorney or entity formation company be used to ensure the LLC is set up correctly.
Step 7: Include Any Additional Provisions
If there are additional rules that should be applied to the LLC, enter those in this section.
Step 8: Sign & File the Certificate of Organization
All Organizers that were listed in step 3 will review the Certificate of Organization to ensure it is correct, and sign the document.
The state filing fee and document can be filed online at https://www.corporations.pa.gov/ or mailed to:
Pennsylvania Department of State Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722
Step 9: File Form DSCB:15-134A Docketing Statement – New Entity
In addition to filing the Certificate of Organization, Form DSCB:15-134A Docketing Statement – New Entity must be filed at the same time.
The docketing statement obtains information such as the entity name, tax responsible party, description of the business activity, FEIN (Federal Employer Identification Number), and LLC tax year.
You’ve filed your Pennsylvania LLC Certificate of Organization! Now what?
After the LLC is officially filed with the Pennsylvania Department of State, there are a few additional things to follow up on. Below is a list of some of the tasks to consider.
Prepare a Pennsylvania LLC Operating Agreement
The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.
Pennsylvania Statute § 8815 states that 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.
Obtain an 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).
The EIN will be needed before filing business tax returns, opening a bank account, hiring employees, registering for business licenses and permits, and more.
Related: How to Apply for an EIN