Key Takeaways

  • Filing a Certificate of Organization PA is a legal requirement to form an LLC in Pennsylvania.
  • The certificate includes your LLC’s name, registered office, and other foundational business details.
  • You must also submit a New Entity Docketing Statement at the time of filing.
  • Pennsylvania does not require a registered agent but does require a registered office address.
  • Additional steps include creating an Operating Agreement, obtaining an EIN, registering for taxes, and potentially acquiring business licenses.
  • Filing can be done online or by mail; expedited options are available for in-person filings.
  • Foreign LLCs must register before doing business in the state.

What are LLCs?

The Certificate of Organization PA is a document that contains important information about your company and filing this document is a requirement to form your LLC in Pennsylvania.

LLCs are a type of business entity that has become extremely popular for the flexibility they provide to owners, their low cost of formation, and their ability to be run easily.

The benefits of forming your LLC include:

  • Protecting your personal assets from liability.
  • Establishing your business.
  • Providing you with flexible taxes.

Guidelines in Forming and Maintaining an LLC in Pennsylvania

To form and maintain your LLC in Pennsylvania, you will need to abide by the following guidelines:

  1. File your Docketing Statement and Certificate of Organization PA with the Pennsylvania Bureau of Corporations.
  2. Make sure that the name of your LLC is available.
  3. Appoint a Registered Agent for your LLC.
  4. Develop and adopt an Operating Agreement.
  5. Schedule an Organizational Meeting, which will be the first time the members of your LLC meet in an official capacity.
  6. Follow other Pennsylvania regulations and tax requirements.
  7. Submit your Annual Registration.

Choose a Name for the LLC

The name that you choose for your Pennsylvania LLC cannot conflict with the name of any other business. Visit this website to find out if the name you desire for your LLC is open for use.

Pennsylvania law requires that your LLC name contain one of the following designations:

  • Company
  • Limited
  • Limited Liability Company
  • An abbreviation of one of these titles

If you choose to use an abbreviation, you should be aware the state provides no guidelines. While “Co.” and “Ltd.” are acceptable, “Liab” cannot be used.

To use a restricted word in your LLC name, such as “Bank”, you will need to prove a licensed professional is a member of your LLC and you will likely need to file further paperwork with the state. Words that are strictly prohibited are those that would cause people to think your LLC is associated with a government agency.

File a Certificate of Organization

You must file a Certificate of Organization PA to form your LLC. You should include the following information in your Certificate of Organization:

  • The address and the name of your LLC.
  • The name and contact information of your registered agent.
  • Addresses and names for every LLC organizer.
  • Information about if your LLC will be run by a manager.
  • Professional services that your LLC will provide.

You can file your Certificate of Organization online, by mail, or in person. If you apply online, you will need to pay a $125 fee and can expect your Certificate to be approved within seven to ten business days. Mail filings also will take seven to ten days to process, and require the same $125 fee. A $125 fee is required for an in-person filing, and you will need to pay an additional expedited fee. Filing in person is the only expedited filing option in Pennsylvania. The amount of your fee will be calculated based on how fast you need your Certificate processed.

If you pay $100 and submit your Certificate by 10 a.m., you will receive same-day approval. Filing before 2 p.m. and paying $300 will result in a three-hour approval. If you need your Certificate approved in an hour, you will need to file before 4 p.m. and pay a $1,000 expedited fee. You should file your Certificate of Organization PA online unless you need same-day approval.

A New Entity Docketing Statement should be included with your Certificate. The New Entity Docketing Statement must include:

  • Your LLC's name
  • The address and name for the person in your LLC designated to handle initial tax reports
  • The purpose of your LLC
  • Your LLC's effective date
  • Your EIN, if you have one
  • The fiscal year-end

You will also need to decide whether your LLC will be manager managed or member managed before filing your Certificate of Organization.

How to File the Certificate of Organization PA

To file a Certificate of Organization PA, you must submit Form DSCB:15-8821, which formally establishes your LLC with the Pennsylvania Department of State (DOS). Here’s how to complete the filing process:

What to Include in Your Filing:

  • Your LLC's name (must comply with naming rules)
  • Registered office address (Pennsylvania requires a physical address but does not require a registered agent)
  • Statement indicating whether your LLC will be member- or manager-managed
  • A completed New Entity Docketing Statement (Form DSCB:15-134A)

Filing Options:

  • Online: File through the Business One-Stop Hub
  • By mail: Send documents to the PA Department of State
  • In person: Only method that allows expedited processing

Fees:

  • Standard filing fee: $125
  • Optional expedited processing:
    • Same-day: $100 (by 10 a.m.)
    • 3-hour: $300 (by 2 p.m.)
    • 1-hour: $1,000 (by 4 p.m.)

Pro Tips:

  • Filing online is the most efficient for standard processing.
  • Double-check the LLC name is distinguishable using the DOS business name search.

Appoint a Registered Agent

You will need to appoint a Registered Agent for your LLC, which is a person that accepts legal notices for your LLC. Registered Agents are known as registered offices in Pennsylvania.

Your LLC's registered office can be an authorized Pennsylvania business entity or an individual resident of the state. A registered office must possess a physical Pennsylvania street address to be eligible.

Create an Operating Agreement

Although not legally required in Pennsylvania, having an Operating Agreement is strongly recommended. This internal document outlines how the LLC will be managed and helps prevent internal disputes.

What to Include:

  • Roles and responsibilities of members and managers
  • Voting rights and decision-making processes
  • Profit and loss distribution
  • Rules for adding/removing members
  • Procedures for amending the agreement
  • Dissolution terms

If an Operating Agreement is not in place, Pennsylvania's default LLC laws will govern your operations.

Obtain an EIN and Comply with Tax Requirements

After filing your Certificate of Organization PA, your LLC may need a Federal Employer Identification Number (EIN)—especially if it has more than one member or plans to hire employees. You can obtain an EIN for free through the IRS website.

You must also register with the Pennsylvania Department of Revenue (DOR) using the myPATH portal to handle:

  • Sales tax
  • Employer withholding
  • Other applicable state taxes

Local licenses or permits may also be required depending on your business activity and location. Check with local municipalities for zoning and regulatory compliance.

Register a Fictitious Name (If Applicable)

If your LLC wants to operate under a name different from its legal name, you must register a fictitious name (also known as a DBA—"doing business as").

Steps to Register a Fictitious Name:

  1. Search the name's availability via the DOS Business Search.
  2. Submit Form DSCB:54-311 along with a $70 filing fee.
  3. Publish notice in two newspapers (one legal journal and one general circulation) in the county where your principal office is located.

Registration can be done online through Pennsylvania’s Business One-Stop Hub.

Foreign LLCs Doing Business in PA

If your LLC was formed in another state but wants to conduct business in Pennsylvania, you must register as a foreign LLC.

Requirements Include:

  • Filing a Foreign Registration Statement (Form DSCB:15-412)
  • Paying a $250 registration fee
  • Providing a certificate of good standing from the home state (issued within 90 days)
  • Appointing a registered office in Pennsylvania

Failure to register before doing business can lead to fines and inability to bring legal actions in Pennsylvania courts.

Frequently Asked Questions

  1. How long does it take to get a Certificate of Organization PA approved?
    Standard processing typically takes 7–10 business days. Expedited in-person options are available.
  2. Do I need a lawyer to file a Certificate of Organization in Pennsylvania?
    No, but legal help can be beneficial. You can find experienced business attorneys on UpCounsel to assist with your filing.
  3. Can I be my own registered office in Pennsylvania?
    Yes, if you have a physical address in PA. The state doesn’t require a separate registered agent—just a valid registered office.
  4. Is an Operating Agreement legally required in Pennsylvania?
    No, but it's highly recommended to establish clear rules for managing your LLC and protecting your interests.
  5. What taxes will my Pennsylvania LLC need to pay?
    You may owe state income tax, sales tax, employer withholding, and local business taxes. You must register with the Pennsylvania DOR for compliance.

If you need help filing your Certificate of Organization PA, you can post your legal needs on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.