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Why use UpCounsel to form an LLC in Pennsylvania
Starting an LLC in Pennsylvania with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.
When forming an LLC in Pennsylvania with UpCounsel, the attorney you choose to help you will conduct a business name search for your Pennsylvania LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Certificate of Organization has been prepared and successfully filed with the Pennsylvania Department of State, your Pennsylvania LLC has been formed and begins its existence as a corporate entity.
Requirements for Forming a Pennsylvania LLC
Choosing a Company Name for Your LLC
One of the first steps in the process of forming your Pennsylvania Limited Liability Company is to choose your business name.
The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively.
It must also be distinguishable (not the same as or deceptively similar to) the name of any Pennsylvania Limited Liability Company or foreign LLC reserved or registered.
By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Pennsylvania Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Pennsylvania.
Certificate of Organization: When forming an LLC in Pennsylvania, the Certificate of Organization must be filed with the Pennsylvania Department of State. Pennsylvania state law requires that certain information be included in your Certificate of Organization when forming your Pennsylvania LLC.
This information mustinclude:
- The LLC's name and address.
- The name and address of the LLC's registered agent.
- The name and address of the LLC's organizer(s).
- Whether the LLC will be run by a manager.
- Whether the LLC will be providing professional services.
New Entity Docketing Statement: This form must also be filed to the Pennsylvania Department of State along with the Certificate of Organization.
Your Docketing Statement must provide:
- The LLC's name.
- The name and address of person responsible for the initial tax reports.
- The purpose for which the LLC is organized.
- The LLC's effective date.
- The LLC's Employment Identification Number (EIN).
- The LLC's fiscal year end.
Additionally, a Pennsylvania LLC formation generally requires inclusion and/or consideration of the following:
Organizers: One or more people may form a LLC, yet they do not need to be members of the LLC.
Minimum Number of LLC Organizers: One (or more).
Eligibility: An organizer may be an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.
LLC Operating Agreement: Although the LLC operating agreement is not required with the Certificate of Organization, it is a good idea for every LLC with more than one member to have one. If an operating agreement is created, it need not be filed with the Certificate of Organization.
Membership: A limited liability company must have one or more members.
Eligibility Requirements: A natural person or an entity.
Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at the time of formation and, after formation, at the time provided in and upon compliance with the Certificate of Organization or the operating agreement or, if not provided, only upon the vote of a majority in interest of the LLC members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the LLC's operating agreement.
Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Pennsylvania Department of State for specific licenses.
Resident Agent needed for a Pennsylvania LLC
Remember every Pennsylvania LLC must have a registered agent in Pennsylvania, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be a Pennsylvania resident or business entity authorized to do business in the state. However, the registered agent must have a physical Pennsylvanian street address.
Pennsylvania Department of State
Once you create a LLC in Pennsylvania, the Department of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.
For further information, contact the Pennsylvania Department of State.
Recurring Responsibilities and Duties for Pennsylvania LLCs
Annual Report: The Pennsylvania Department of State generally does not require an annual report for a LLC.
Certificate of Annual Registration: Only LLCs that engage in professional services, must file a Certificate of Annual Registration with the Pennsylvania Department of State. This must be filed yearly before April 15th and an annual fee of $500 times the number of the LLC's members must be paid.
Records: Each Pennsylvania limited liability company must keep the following records open to inspection at its office:
- A complete and accurate books and records of account.
- A copy of the minutes of the proceedings of the incorporators, shareholders and directors.
- A share register giving the names and addresses of all shareholders and the number and class of shares they hold.
Filing Fees for a Pennsylvania LLC
The processing fee for the Certificate of Organization and the Docketing Statement is generally about $250. Also, the filing and reservation of the LLC's name is $70. These fees can change so it would be best to check with the Pennsylvania Department of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.
Taxes for a Pennsylvania LLC
A Pennsylvania LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity," so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership. However, an LLC treated as a partnership must also file a PA S Corporation/Partnership Information Return form (PA-20S/PA-65) with the Pennsylvania Department of Revenue.
Pennsylvania state law follows federal law for income tax purposes. Therefore if the LLC is classified as an association taxable as a corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Pennsylvania as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself.
Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.
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