How To Form an LLC In Pennsylvania
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1. Choose a Name for Your Pennsylvania Limited Liability Company
Check for an Available Name for the LLC in Pennsylvania: You must decide on a name for your LLC before you can file a Certificate of Organization in Pennsylvania. You must choose a name that is not in use by another LLC in Pennsylvania. To make sure that the name that you would like to use is not in use, you should do an extensive search of online databases and other official records. You may want to start by searching the business entity database on the official website of the Pennsylvania Secretary of State at Pennsylvania LLC.
Reserve a Name for Your Pennsylvania LLC: You can reserve a name for your LLC before you file Certificate of Organization in Pennsylvania, but reserving a name is probably not necessary unless it will be a long time before you can file a Certificate of Organization. You can send a request to reserve a name to the office of the Department of State. Once you submit your request, your LLC name will be reserved for 120 days. You will be required to pay a fee of $70 to reserve a name.
Filing for Trademarks Protection and Doing an LLC Name Search: If the name that you would like to use for your LLC happens to be in use by an LLC in another state, there could be restrictions on your use of the name, even if the name is available in Pennsylvania. You can consult with an attorney to learn about what these restrictions may be and how you can take steps to trademark the name that you have chosen. For more information on choosing a name for your LLC, visit _______________.
Pennsylvania LLC Name Requirements: The name of your LLC must include the designation "LLC," “L.L.C.,” or "Limited Liability Company." It is useful to keep in mind that “LLC” can only stand for “Limited Liability Company,” and not “LLC Corporation, “Limited Liability Corporation,” or anything else that suggests a corporation. LLCs should not be confused with corporations because they are a distinct type of business entity.
2. Find a Registered Agent in Pennsylvania
You must choose a registered agent for your LLC. Your registered agent will act as an agent for service of process and receive all tax forms, legal documents, and other official notices for your LLC. Some corporate services companies offer registered agent services to LLCs, generally for a fee of around $75.00 to $150.00.
3. File a Certificate of Organization with the Pennsylvania Secretary of State
Minimum Requirements for the Certificate of Organization: The Certificate of Organization that you file for your Pennsylvania LLC has to contain the name of your LLC, the street address of your initial registered office, and the name and address of each organizer. You also need to indicate whether the LLC will be managed by a manager or by the members. The Certificate of Organization has to be signed by each organizer. You can download a form for this document online at Pennsylvania LLC.
Other Pennsylvania Legal Provisions: You may include additional provisions in your Certificate of Organization. Consult with a lawyer to determine what additional provisions will be most beneficial for your company.
Where to Submit the Certificate of Organization for Filing: You need to send your signed Certificate of Organization and one copy to the Department of State, Corporation Bureau, P.O. Box 8722, Harrisburg, PA 17105-8722.
Filing Fee: The fee to file a Certificate of Organization in Pennsylvania is $125.00.
4. Form a Pennsylvania Limited Liability Company Agreement (Operating Agreement)
Once you form an LLC by filing a Certificate of Organization in Pennsylvania, you will want to create an LLC Agreement. An LLC Agreement governs an LLC and the actions of its members much the way that by-laws govern a corporation. Various factors need to be considered when you create an LLC Agreement. The purpose of your LLC will determine many of the items that you include in your LLC Agreement. Did you form your LLC to operate a cleaning company, a pet store, a construction company, an Internet retail business, or some other kind of business? You will want to consider other factors such as how many initial members the LLC will have, how subsequent members will be added, how the members will be organized and how they will vote. Consider what the initial capital investments will be and if you will seek outside investors, as well as how money will be distributed among the members, what kinds of transfers are permitted, and what will happen if you eventually decide to sell the company or incorporate. Because LLC Agreements can be so complex, it is best to seek professional assistance from a lawyer and an accountant so that you create an LLC Agreement that complies with all state requirements and federal tax laws.
Once you create your LLC Agreement, you will be able to make securities filings for your LLC, obtain an EIN from the IRS, and obtain a business license in the city where you will be doing business. Some corporate services companies help LLCs to make these kinds of filings for a fee. For more information on how to get a business license in your city, visit our online guide at http://www.cityapplications.com/business-licenses.html.
5. Qualify Your Pennsylvania LLC to Do Business in Other States
Most states require LLCs to qualify or register before doing business in the state. You will be required to qualify your LLC before doing business in your home state if the main office of the company is located in another state. Most states require that you pay taxes in your home state when you do business in other states. For more information on how to qualify your LLC to do business in other states, visit [Qualifying to Do Business in Other States].
6. Make Annual Filings and Pay Annual Taxes in Pennsylvania
In Pennsylvania you must file an annual registration for your LLC. You can download the form for this registration at Pennsylvania LLC. The fee for the annual registration is $460.00 times the number of members of the LLC. You must also file a tax report and pay taxes every year. For more information about the taxes that will apply to your LLC, visit the official website of the Pennsylvania Department of Revenue at Pennsylvania LLC.
Because there are so many complex decisions to make when you are in the process of forming an LLC in Pennsylvania, it is best to seek professional assistance from an accountant and an attorney so that you can feel more confident that an LLC is right for you and that all your paperwork is being processed correctly.
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