Pennsylvania LLC Formation

What are the requirements for members and managers of a Pennsylvania LLC?

A “member” is the term used to mean an owner of an LLC. An LLC “manager” is an individual or entity appointed by the members (owners) to run day-to-day operations for the business. You can indicate in your LLC operating agreement whether your company will be managed by its members or by managers.

The following are Pennsylvania’s requirements for the members/managers of LLCs:

• Minimum number. LLCs must have one or more members/managers.
• Residence requirements. Pennsylvania does not have a provision specifying where members/managers must reside.
• Age requirements. Pennsylvania does not have age requirements.
• Inclusion in the Certificate of Organization. Member/Manager names and addresses are not required to be listed in the Certificate of Organization.

What information is included in the Pennsylvania Certificate of Organization?

The document required to form an LLC is typically known as the Articles of Organization. In Pennsylvania, the formation document that is filed with the state is called a Certificate of Organization (DSCB:15-8821). (Pennsylvania also requires a Docketing Statement to accompany this filing.) Pennsylvania's requirements for a Certificate of Organization include:

• LLC name. This must list the exact name of the Pennsylvania LLC ending in "company”, “limited”, or “limited liability company”, or an abbreviation of one of those designators.
• Registered office address. The address must be a Pennsylvania street address or rural route box number. A PO box address is not allowed.
• Organizer name. The organizer is the individual or entity that acts to form the LLC. It is not meant to indicate the owner (member) of the LLC (though an owner/member can be an organizer).
• Effective date. There is the option to have the effective date of the LLC be upon filing of the document in the Pennsylvania Department of State or a specified future date and time.
• Restricted professional companies (if applicable). This section is intended only for those offering restricted professional services. (Ex. dentistry, medicine, law, public accounting)
• Benefit companies (if applicable). This section is intended only for an LLC that is organizing as a general public benefit company.

What is a Docketing Statement?

A Docketing Statement (DSCB:15-134A) contains basic information about a new business entity (such as entity name, information on individual responsible for initial tax reports, and description of business activity).

When forming an LLC in Pennsylvania, a Docketing Statement must accompany the Certificate of Organization filing.

Does Pennsylvania have a publication requirement?

Pennsylvania LLCs are not required to publish a notice of formation. (The state does require corporations to publish intent to file or the actual filing of Articles of Incorporation.)

However, the registration of a fictious name may require an LLC to publish notice that it has filed or intends to file an application for registration of the fictitious name.

Does Pennsylvania allow professional limited liability companies (PLLCs)?

In Pennsylvania, professionals offering certain services must form as a restricted professional company, such as a professional limited liability company (PLLC). Restricted professional services include the following: chiropractic, dentistry, law, medicine and surgery, optometry, osteopathic medicine and surgery, podiatric medicine, public accounting, psychology, and veterinary medicine.

Pennsylvania LLC annual report and franchise tax requirements

After forming a limited liability company (LLC), you must undertake certain steps on an ongoing basis to keep your business in compliance. These steps are also important in preserving the limited liability an LLC provides its owner(s).

• Annual report. Pennsylvania requires most domestic and foreign filing entities, including LLCs, to file an annual report. The due date for LLCs is September 30.
• Franchise tax. Pennsylvania does not impose a franchise tax on LLCs.