How to Form an LLC in Pennsylvania

Registered office, not registered agent

Pennsylvania does not use registered agents. Asked "Does Pennsylvania utilize registered agents?" on its business FAQ, the Department of State answers: "No. Our records indicate a registered office address. Service of Process may be sent to the registered address of the entity that appears on our records." What 15 Pa.C.S. § 8825(a) requires instead is an address: "Every limited liability company shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same as its place of business."

The address has to be a real one. Form DSCB:15-8821 states that "Post office boxes are not acceptable for any address," because § 135(c)(1) requires an actual street address or rural route box number and the Department is required to refuse a document that sets forth only a post office box. Section 135(c)(2) requires the county to be identified too.

A company with no physical location or mailing address in Pennsylvania may use a commercial registered office provider instead. Section 109(a) lets the filer substitute "c/o" plus the provider's name and a county designation for the street address, and § 8825(c) applies that to limited liability companies; item 2(b) of the certificate is the line for it. The instructions say the association "should enter into a contract for the services of the Commercial Registered Office Provider" before listing one; the provider then files the change statements, and "It is not necessary for an association represented to take any action."

Because the record holds an address and not a person, there is no consent to serve document. The office is changed later by amending the certificate, by stating the change in an annual report under § 146, or by a certificate of change at $5. Our Pennsylvania registered agent page covers those address rules.

Filing the Certificate of Organization

Under § 8821(a), one or more associations or individuals 18 years of age or older may act as organizers by delivering a certificate of organization to the department for filing. It goes to the Bureau of Corporations and Charitable Organizations inside the Department of State, on form DSCB:15-8821, and all organizers sign it. The company is formed "when its certificate of organization becomes effective"; a specified effective date may not be retroactive, and a delayed date given without an hour takes effect at 12:01 a.m.

Section 8821(b) asks for two things: the company name, which must comply with Subchapter A of Chapter 2, and, subject to § 109, the registered office address. No member, manager or principal office is named, and the form has no item for one.

A $125 fee that veterans and reservists do not pay

The fee schedule lists "Certificate of Organization $125" for a domestic limited liability company, one amount with no method-dependent price, and the form calls it nonrefundable. Act 135 of 2016, at 51 Pa.C.S. §§ 9610-9611, waives it for a veteran owned or reservist owned small business. The Bureau waives the fee when the documents are signed by the veteran or reservist and submitted with proof of status, and the certificate carries the checkbox "I qualify for a veteran/reservist-owned small business fee exemption." Proof is a federal DD-214 (MEMBER-4), an NGB-22, a Veterans' Administration card or a Department of Defense military ID. The business must be "independently owned, not dominant in its field of operation and employ 100 or fewer employees." The waiver also covers the $250 Foreign Registration Statement and the $70 fictitious name registration, but not fees for continuing to operate a business.

What has to accompany it

One copy of a completed Docketing Statement, form DSCB:15-134A, any necessary Consent to Appropriation of Name, form DSCB:19-17.2, and any necessary governmental approvals accompany the form along with the fee. The Docketing Statement collects what the certificate leaves out: the entity name, the name and mailing address of the individual responsible for initial tax reports, a description of the business activity, the federal EIN and the fiscal year end. It carries no separate fee.

Item 5 of the certificate elects restricted professional company status, with boxes for chiropractic, dentistry, law, medicine and surgery, optometry, osteopathic medicine and surgery, podiatric medicine, public accounting, psychology and veterinary medicine. Companies "rendering certain professional services must form as a restricted professional company." Item 6 elects benefit company status, which brings an Annual Benefit Report, form DSCB:15-8898, at $70. No advertising is required when forming a domestic limited liability company.

Filing channels, timing and expedited service

Filings run through Business Filing Services at file.dos.pa.gov, or by mail to P.O. Box 8722, Harrisburg, PA 17105-8722. The Department's business FAQ answers "When can I anticipate receiving my filed documents?" with "Please allow 15 business days for processing."

Expedited service has three tiers, each charged on top of the document fee: $100 for same-day service on a filing received before 10:00 a.m., $300 for three-hour service before 2:00 p.m., and $1,000 for one-hour service before 4:00 p.m. The fees are nonrefundable. "An expedited service request form must be submitted for each request if filed on paper," and "Expedited requests are NOT accepted through the mail." A separate $70 buys Special Processing, which fixes the order in which several documents delivered on the same day are filed.

Naming the company

Section 204(c) requires the proper name to contain "the term 'company,' 'limited' or 'limited liability company,' or an abbreviation of one of those terms, or words or abbreviations of like import used in a jurisdiction other than this Commonwealth." It may not contain "any words implying that it is a business corporation, such as 'corporation' or 'incorporated' or an abbreviation of these terms."

Section 202(b) requires the name to be distinguishable on the Department's records from other covered associations' names and from reserved and registered names. A blocking name clears by that association's consent, on form DSCB:19-17.2, by abandonment, or by a Department of Revenue certification that it is out of existence. A domestic filing entity's name is not protected while it is administratively dissolved. Section 202(c) requires outside approval for names implying a government agency, bank, insurance company, public utility or credit union.

Names are searched at file.dos.pa.gov/search/business. A preliminary availability check on three names costs $15, and a reservation costs $70 and holds the name for 120 days of exclusive use under § 208(a).

The Annual Report

The Annual Report, form DSCB:15-146, is recent. It replaced the decennial report, which "has been repealed," and it began in 2025 for most domestic and foreign filing associations.

Section 146(c)(2) requires delivery "before October 1 in the case of a domestic or foreign limited liability company," and the form's table gives limited liability companies a window of January 1 through September 30. Corporations file before July 1 and all other associations on or before December 31; our Pennsylvania corporation page covers that filing. The fee is $7 for a for-profit association and $0 for a limited liability company with a not-for-profit purpose. Reports run "beginning with the calendar year after which an association first registers with the Department of State," so the first one falls in the year after the company registers.

Section 146(a) lists the contents: name and jurisdiction of formation, registered office address or provider, the name of at least one governor, the names and titles of any principal officers, the principal office address and the entity number. A report showing registered office information that differs from the Department's records changes the registered office as of the filing, and updating a filed report inside the same calendar year is free. The Department sends notice at least two months before the report is due, and failure to receive it "does not relieve the party of the obligation."

A restricted professional company files a second yearly document, a certificate of annual registration due on or before April 15. The fee schedule puts it at "at least $500"; § 8998 sets $300 for each person who was a member on December 31, held the license and had a Pennsylvania principal residence, adjusted every three years for the consumer price index. Filing more than 30 days late brings a $500 penalty plus interest, which is also a lien.

When the report is missed

The Department's fee schedule and the fee schedule at 15 Pa.C.S. § 153 carry no late fee for the annual report. Section 381(a) instead lets the Department start a proceeding to administratively dissolve an entity that "does not deliver an annual report to the department within six months after the annual report is due," a rule § 381(b) applies to reports due on or after January 4, 2027.

Nothing happens automatically at six months. Section 382 requires notice to the registered office and the principal office address; only if the entity fails to file within 60 days after delivery, or to show that it had filed, does the Department file the statement of administrative dissolution. A dissolved entity "continues its existence as the same type of entity but may not carry on any activities except as necessary to wind up" or apply for reinstatement, and it loses the exclusive right to its name. Reinstatement costs $35 when the application is delivered electronically and $40 when it is not, plus $15 for each annual report not previously paid. There is no deadline to apply, and reinstatement "relates back to and takes effect as of the effective date of the administrative dissolution."

Taxes and licensing

Personal income tax is levied at the rate of 3.07 percent against the taxable income of limited liability companies not federally taxed as corporations, and members of a company taxed as a partnership or S corporation report their shares of income, loss and credit at that rate. A company classified federally as a partnership files the PA-20S/PA-65 information return. A company taxed as a corporation meets the corporate net income tax, 7.49 percent for 2026 and stepping down each year to 4.99 percent for 2031 and later; the capital stock and foreign franchise tax was eliminated for tax years beginning January 1, 2016 and after. Sales tax is 6 percent, with 1 percent added in Allegheny County and 2 percent in Philadelphia, and a license is required of any business that sells taxable items or performs taxable services, obtained through the Pennsylvania Online Business Tax Registration in myPATH. Quarterly unemployment compensation tax is filed in the Unemployment Compensation Management System. Our Pennsylvania LLC taxes page goes further.

"There is no general business license that all Pennsylvania businesses must obtain." The Bureau of Corporations issues none, and it points filers to "your local county, township, city, or borough for additional licensing requirements."

Operating agreement and EIN

Section 8812 defines an operating agreement as the agreement of all the members of a limited liability company, "including a sole member," on the matters described in § 8815(a), "whether oral, implied, in record form or in any combination thereof." Nothing is filed with the Department, whose fee schedule has no operating agreement filing, and § 8821(e) provides that a provision of the certificate of organization "shall be deemed to be a provision of the operating agreement." Our operating agreement guide covers the drafting side.

Form DSCB:15-134A asks for the company's federal EIN, which the Internal Revenue Service issues rather than any Pennsylvania agency. The EIN guide walks through that application.

Frequently asked questions

Does a Pennsylvania LLC need a registered agent?

No. Asked on its own business FAQ whether Pennsylvania utilizes registered agents, the Department of State answers: "No. Our records indicate a registered office address. Service of Process may be sent to the registered address of the entity that appears on our records." What 15 Pa.C.S. 8825(a) requires is a registered office in the Commonwealth, continuously maintained.

How much does it cost to form an LLC in Pennsylvania?

The Certificate of Organization fee is $125, nonrefundable, and the fee schedule lists the same amount for every filing method. Under Act 135 of 2016 the fee is waived for a qualifying veteran owned or reservist owned small business when the document is signed by the veteran or reservist and submitted with proof of status.

What has to be included in a Pennsylvania Certificate of Organization?

Section 8821(b) requires the name of the limited liability company, which must comply with Subchapter A of Chapter 2 of Title 15, and, subject to section 109, the address of the company's registered office. One copy of a completed Docketing Statement, form DSCB:15-134A, must accompany the filing.

When is the Pennsylvania Annual Report due for an LLC?

Form DSCB:15-146 is delivered before October 1, and the form's filing table gives limited liability companies a window of January 1 through September 30. The fee is $7 for a for-profit company. The first report is due in the calendar year after the one in which the company first registers with the Department of State.

What endings may a Pennsylvania LLC name use?

Under 15 Pa.C.S. 204(c) the proper name must contain the term "company," "limited" or "limited liability company," or an abbreviation of one of those terms, or words or abbreviations of like import used in another jurisdiction. The name may not contain words implying that it is a business corporation.

What happens if a Pennsylvania LLC does not file its Annual Report?

The Department's fee schedule and the fee schedule at 15 Pa.C.S. 153 carry no late fee for the annual report. For reports due on or after January 4, 2027, section 381(a) makes a lapse of six months after the due date a ground for administrative dissolution, and section 382 requires the Department to deliver notice and allow a further 60 days first.