By Stephen Fishman , J.D. USC Gould School of Law
Updated by Amanda Hayes , Attorney University of North Carolina School of Law
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Many new business owners choose to form their businesses as limited liability companies (LLCs). An LLC is a great business structure for small businesses. It has a flexible management structure, taxing benefits, and liability protection for owners. However, to form an LLC, you must follow rules and procedures, including filing paperwork and paying a fee. Here are the steps you need to take to form an LLC in Pennsylvania. (For more on how to form an LLC in any state, see our article on how to start an LLC.)
Pennsylvania, like other states, has rules for naming LLCs. These rules include what you can and can't include in your LLC's name and its distinguishability.
LLC name must be distinguishable. Your LLC's name must be distinguishable (different) from the names of other business entities already on record with the Pennsylvania Department of State (DOS). You can check names for availability at the DOS's business search. (15 Pa. Cons. Stat. § 202 (2024).)
LLC name must include an entity designator. Under Pennsylvania law, your LLC name must contain the words "company," "limited," or "limited liability company," or an abbreviation of one of these three choices. Alternatively, your LLC's name can include similar words or abbreviations to these terms used in other states. (15 Pa. Cons. Stat. § 204 (2024).)
Name reservation. You can reserve a name for 120 days by filing a name reservation application (Form DSCB:15-208) with the DOS. You can reserve your name online through Pennsylvania's Business One-Stop Shop Hub (Business One-Stop). As of 2024, the filing fee to reserve a name is $70. (15 Pa. Cons. Stat. § 208 (2024).)
Using a fictitious name. You don't have to use your LLC's official legal name when doing business out in the real world. You can instead use a fictitious name, sometimes called an "assumed name," "DBA" (short for doing business as), or "trade name." If you choose to go by another name than your LLC's legal name, you must register your fictitious name. You can submit a fictitious name registration to the DOS online through Business One-Stop. As of 2024, the filing fee is $70. (54 Pa. Cons. Stat. §§ 301 and following (2024).)
Most states require LLCs and other businesses to appoint and maintain a registered agent at a registered office. Pennsylvania differs in its requirements. Under Pennsylvania law, your LLC must have a registered office in the state. But you don't have to have a registered agent.
The registered office can be the same as the address of your place of business but doesn't have to be. You might also be able to use a commercial registered office provider instead of a registered address. (15 Pa. Cons. Stat. § 8825 (2024).)
A Pennsylvania LLC is created by filing a Certificate of Organization Limited Liability Company (Form DSCB:15-8821) with the DOS. At a minimum, the certificate must include the following information:
The certificate must be accompanied by a completed New Entity Docketing Statement (Form DSCB:15-134A). This form must include:
You can file the certificate and docketing statement online through Business One-Stop. As of 2024, the filing fee to submit a certificate of organization is $125.
Pennsylvania law says that two or more members can make an operating agreement for an LLC. However, an LLC isn't required to have an operating agreement. Once an LLC creates an operating agreement, the LLC itself and the members are bound to the terms of the agreement—assuming the terms don't violate the law.
The operating agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the LLC. The agreement is purely an internal document and not filed with the DOS.
An operating agreement generally covers:
If an LLC doesn't have an operating agreement or the operating agreement is silent on any terms, Pennsylvania's default LLC rules will apply.
For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo).
Other tax and regulatory requirements might apply to your LLC. For instance, your LLC might need to obtain an EIN, apply for business licenses and permits, and register for business taxes.
EIN. You might need to get a federal employer identification number (EIN) for your LLC if your LLC has more than one member or plans to have employees. Even if your LLC isn't required to have an EIN, it's still a good idea to get one. Having an EIN can make it easier to open a bank account, apply for business loans, and do business with other companies. The process to apply for an EIN is quick, easy, and free. You can get an EIN by completing an online EIN application on the IRS website.
Business Licenses. Depending on your LLC's business activities and location, your LLC might need to obtain local and state business licenses or permits. Make sure that you and your business have all necessary operational, tax, and professional licenses and all required zoning and building permits.
Tax registration and filings. You'll need to register your business with the Pennsylvania Department of Revenue (DOR) to pay and file taxes. You can register your LLC with the DOR online via myPATH. You can use myPATH for income tax, sales tax, withholding tax, and other business taxes. For more information on Pennsylvania LLC tax registration, check out our article on Pennsylvania LLC annual report and tax filing requirements.
Starting in 2025, Pennsylvania LLCs must file a report with the DOS every year. Prior to 2025, LLCs were only required to submit a report to the DOS every 10 years.
You must file your annual report by September 30 and pay a $7 filing fee.
You can find more information about annual reports in our article on Pennsylvania LLC annual reports (as noted above) and on the DOS's Annual Reports in Pennsylvania webpage.
Create a personalized business registration checklist using Business One-Stop's wizard. By answering a few questions about your business, the wizard will create a customized list of licenses, permits, forms, and contact information you'll need to start your Pennsylvania business.
You can also read our article on starting a business in Pennsylvania. If you want personalized legal help, you can speak with a Pennsylvania business lawyer. An attorney can help you with your business registrations, tax and regulatory obligations, and operating documents.
Should I form an LLC in Pennsylvania?If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs provide many advantages for businesses of all kinds, especially small businesses. An LLC offers limited liability for owners and provides flexibility when it comes to ownership, management, and taxation of the business.
You can learn more about LLCs and decide if it's the right business structure for you by reading our article on LLC basics.
How much does it cost to form an LLC in Pennsylvania?You're not required to have an operating agreement in Pennsylvania. Though, it's highly advisable to have one. An operating agreement can help protect your limited liability status, prevent financial and managerial misunderstandings among members, and ensure that you choose the rules that govern your business instead of your state's default rules.
Do I need a business license in Pennsylvania?Pennsylvania doesn't issue a general business license at the state level. However, the city or county you plan to operate in might require you to have a license to operate within the city or county limits. Some cities require all businesses to get a license while other cities require only some types of businesses to have licenses. You should check with your city and county for specific licensing requirements.
You might also need to get a license or permit for your business based on your business's activities. For example, you could need professional licenses, tax licenses or registrations, safety certifications, or environmental permits.
For state license information, consult the Pennsylvania Business One-Stop Shop and our article on Pennsylvania business licenses.
Are there Pennsylvania business taxes I need to pay?In some cases, for example, if you have employees or will be selling goods and collecting sales tax, you'll need to register with the DOR. You can register your LLC for most business taxes using myPATH. If you have employees, your LLC will probably need to register for unemployment compensation tax with the Pennsylvania Department of Labor and Industry.
See our article on Pennsylvania tax filing requirements for more details.
Can a foreign LLC do business in Pennsylvania?If you formed your LLC outside of Pennsylvania but do business in the Commonwealth, you'll need to register as a foreign (out-of-state) LLC with the DOR. Foreign LLCs must appoint a Pennsylvania registered agent for service of process. (15 Pa. Cons. Stat. § 411 (2023).)
To register your foreign LLC, file a Foreign Registration Statement (Form DSCB:15-412). The application must be accompanied by a completed New Entity Docketing Statement. You can file this statement through Business One-Stop. As of 2024, the filing fee is $250.
Be sure to check the Pennsylvania business name database to see if your LLC's name is available in Pennsylvania. If not, you must register and transact business under another name. You can register a fictitious name using Business One-Stop. As of 2024, the filing fee is $70. (The fictitious name must also be available for use in Pennsylvania.)
Can I form a single-member LLC in Pennsylvania?For most formation purposes, a Pennsylvania single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Pennsylvania are the same as those listed above.
Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.
Can I form a professional LLC in Pennsylvania?If you provide a licensed professional service in Pennsylvania and want to form an LLC, you must form a restricted professional company (called a professional LLC in many states). Examples of professional services include achiropractic, dentistry, law, medicine and surgery, optometry, osteopathic medicine and surgery, podiatric medicine, public accounting, psychology or veterinary medicine.
To form a registered professional company, you must file a Certificate of Organization with the DOS. Your certificate must include a brief description of the restricted professional service your LLC will provide. Generally, all the owners of the registered professional company must be licensed or registered to perform the professional service for which the LLC was organized.
How do I dissolve my LLC when I'm done?If you reach the point where it's time to close your business and cease all operations, then you'll want to properly dissolve your LLC to limit your liability for lawsuits and government fees. Your dissolution process will include obtaining tax clearance, filing a certificate of dissolution, settling debts, and distributing assets.
Read our article on dissolving a Pennsylvania LLC for an explanation of these steps.