Form a Limited Liability Company in Pennsylvania
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How to Form a Pennsylvania LLC in 10 Steps
In the State of Pennsylvania, you can create an LLC or Limited Liability Company — a common business structure. This will allow one or more individuals to own portions of your new company. Any profits that your LLC earns will be passed through to each member of the LLC. Unlike a corporation, an LLC will not file a separate tax return. LLCs do reduce exposure to liability for owners from any and all company activities.
Forming an LLC is fairly simple; although there are several important steps to follow. Read on to learn more.
1. Choose Your Company Name.
The first step you’ll need to take is deciding on a company name. You need to choose a company name that no other business has.
SunDoc can easily run your name search on your behalf. There are many stipulations when it comes to choosing a business name, the most important of which is to ensure that the name has not already been taken according to the State of Pennsylvania.
2. Understand the LLC Organizer Requirement.
Later in this guide, you’ll learn about forming your Articles of Organization. Within your Articles of Organization, on the form, you must name an LLC organizer. Anyone can be an organizer. It doesn’t have to be a manager or member of your newly formed LLC. You can name your own organizer if you prepare and upload the Articles of Organization form on your own. Alternatively, by preparing on-line with us, SunDoc Filings will be your organizer.
3. Designate a Registered Agent.
Another position you must designate is for the registered agent. This can be a firm or an individual. This will also be required to list on your Articles. More on the Articles of Organization can be found in step #6. More information on why all companies must have registered agents can be found here: Registered Agent Service.
4. Decide Your Ownership and Management Structure.
In addition to the other things you must list on your Articles of Organization form, you’ll also need a state whether your newly formed Pennsylvania LLC is going to be managed by multiple managers, just one manager, or all members of the LLC. You have to decide whether your LLC will be manager managed or member managed. This can be complicated, but we have several guides to help you decide: Member-Managed LLC or Manager-Managed LLC.
5. Create an Operating Agreement.
According to the State of Pennsylvania, you are not required to have an Operating Agreement for an LLC. An implied Operating Agreement is formed according to the default conditions specified in the law. However, you should determine if the default conditions are in your best interest.
On the other hand, you need to create an Operating Agreement for your own company records if you plan to have a manager managed LLC. According to the law, a manager managed LLC will only be valid if you declare it in your Operating Agreement and your Certificate of Organization.
You’re Operating Agreement does a lot for your business. Essentially, it is like the legal engine that drives everything. It manages your working capital, pays out profits, and creates the governance of your business. Keep in mind that critical matters are at stake here, including liability, voting, money, and fiduciary constraints.
To learn more, you may want to speak to an attorney. Alternatively, our SunDoc guides, Member-Managed LLC and Manager-Managed LLC can be good sources of information as well. Would you like to see a sample Operating Agreement that was drafted by an attorney? Go here: Free LLC Operating Agreement.
6. File the Certificate of Organization.
According to Pennsylvania law, you need to file something called the Certificate of Organization. This is a two-page form. It provides all of your essential company details to the state. Your company is officially created once you submit your Certificate of Organization to the Secretary of State of Pennsylvania, and they accept them.
There are several things you’ll need to have on-hand before you can file your Certificate of Organization.
For example, you will need a name for your company and an address for your company. You also need to have your registered agent listed as well as your LLC organizer and your plan for management (management method). Member names are not required to be filed according to the State of Pennsylvania. You do not need to publish anything in a newspaper of record either. There is, however, a filing fee of $135 that you must pay.
7. Obtain an EIN and Open a Business Bank Account.
Congratulations on your newly registered Pennsylvania LLC!
Whether or not your LLC has any employees, if your LLC has over one member, you need to obtain an EIN from the IRS. EIN stands for Employer Identification Number. Feel free to file with the IRS on your own, or SunDoc can file for you.
You will also need an Employer Identification Number in order to open business accounts with most banks. If you plan to pay business expenses, you’ll need a business account, even if you’ve been using your personal account up until this point. Now is a good time to open your business account. You should start making sure that you keep all receipts for payments made on behalf of your business. Now may also be a good time to hire an accountant to assist you with business matters.
8. Pay Pennsylvania State Taxes.
Each year your LLC may be required to pay Pennsylvania states taxes. Also, if you sell goods in Pennsylvania, you are required to collect sales tax. You can find more state tax information on the Pennsylvania Secretary of State’s website.
9. Determine Necessary Licenses and Permits.
Most Pennsylvania companies are required to have one or more business licenses or permits to operate at the city or county level. It’s important to check this even if you think your business is exempt. You may be surprised to discover what’s required. Operating without the proper license or permit can result in expensive fines.
10. File a Annual Benefit Report.
You must file an Annual Benefit Report with the Pennsylvania Department of State every year. The Annual Benefit Report is a simple form that keeps the state up to date on your company information. And down the road when you make changes to your company, it will invariably be one of the forms you’ll need to file with the state.
If you prefer, SunDoc can file your Annual Benefit Report and other routine filings for you, reliably and on time. All LLC forms, including the SI form, can be found on the Pennsylvania Secretary of State web site.
Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.
For additional learning, please visit our LLC FAQs.
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