You have a big idea, truckloads of ambition, dreams of a thriving Pennsylvania LLC, and you’re mentally prepared to make it happen.
But the Chinese philosopher Lao Tzu once said, “a journey of a thousand miles begins with a single step,” and for you, that first step is filing the Certificate of Formation.
With such grand plans, the last thing you might want to do is file paperwork, but completing the Certificate of Formation is what authenticates your LLC, making it official in Pennsylvania. It’s perhaps the most important step in starting your Pennsylvania LLC. Following this guide will help take the tedium out of paperwork and get your business started quickly.
But before you dive into the Certificate of Formation, you should have a few pieces of information ready to help streamline the process.
Recommended ✔If you want to make sure your LLC is formed correctly, hire an LLC service. Below are the top two that will take care of all the legal paperwork:
If getting the most value out of an LLC service is your priority, choose ZenBusiness. They charge one of the lowest rates online and include all the most important features when starting a business. Read Review. If you're on a strict budget and prefer using the cheapest LLC service, choose IncFile. They will form an LLC for free (plus state filing fee) and give you great features along the way. Read Review.
If getting the most value out of an LLC service is your priority, choose ZenBusiness. They charge one of the lowest rates online and include all the most important features when starting a business. Read Review.
If you're on a strict budget and prefer using the cheapest LLC service, choose IncFile. They will form an LLC for free (plus state filing fee) and give you great features along the way. Read Review.
Choosing an LLC Name
Before anything else, you will need to decide on an LLC name. You must include a business name on your Certificate of Organization, and if the Department of State deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.
An acceptable name is one that uses the words “Limited Liability Company,” “Limited,” “Company,” or some abbreviation thereof. Additionally, it shouldn’t use any language that implies affiliation with government agencies, banks, trust, insurance companies, public utilities, credit unions, or higher education institutions.
You could follow those requirements, but it wouldn’t matter if your desired name is already taken. Therefore, you need to confirm that it’s distinguishable from all existing business names by performing a name search on with the Department of State’s Business Entity Search tool.
Once you’ve found your perfect name, include it on your Certificate of Organization to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a 120-day hold on your name by submitting a name reservation request.
IMPORTANT: Don’t forget to get your business domain name so nobody else can use it. This will protect your brand and make things much easier for you down the road. Secure it easily through GoDaddy.
Choosing a Pennsylvania Registered Office
A registered office is your LLC’s liaison to the state, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. Declaring a registered office address is a required step in filing the Certificate of Organization, so have one in mind before you start the process.
Pennsylvania doesn’t require LLCs to designate a registered agent, only an office address. Whoever resides at the office is, in effect, the registered agent, whether an individual or a business entity.
If your registered office provider is an individual, they must be a Pennsylvania resident with a physical street address, and if it’s a company (like a registered agent service), it must be authorized to do business in the commonwealth.
Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your registered office in the future.
Preparing to File Your Pennsylvania Certificate of Organization
Now for the main event: the Certificate of Organization. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in Pennsylvania.
This may be the most important filing you make in the LLC formation process, but, surprisingly, it’s not overly lengthy or complicated. And you can further streamline things by having all the necessary information ready before you start. Here’s what you’ll need:
- The LLC name
- Registered office address
- Commercial Registered Office Provider (if applicable)
- Names and signatures for each organizer
- The LLC’s effective date (if applicable)
- The professional services offered (if applicable)
- The LLC’s purpose (benefit companies only)
Unfortunately, this form isn’t free. It costs $125, so have your credit card or checkbook ready when you file. The Department of State also offers a preclearance option for an additional $70 fee. This will confirm your document’s accuracy and name availability before you actually file.
When it comes time to actually submit your form, you’ve got four equally-valid options. Choose the one that works best for your business.
Head over to PENN File, Pennsylvania’s online filing system to get started. You’ll need to create an account, but after you’re all signed in, choose the appropriate form and follow the instructions. You’ll be done in no time.
Download and complete the paper application. Then mail it, along with your payment, to:
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722
Once you’ve finished the application linked above, fax it to (717) 705-0927 or (717) 783-2244. If you go this route, you must pay the fee using a Bureau Customer Account Number with the Bureau of Corporations and Charitable Organizations.
In Person or Courier
You can drop off your completed application and payment in person at:
Department of State Bureau of Corporations and Charitable Organizations
401 North Street, Room 206
Harrisburg, PA 17120
The Department of State processes all documents in the order that they’re received, regardless of how they’re submitted, and the standard processing time is 7-10 business days. But if you’re in a hurry, you can request same-day service for an extra $100, three-hour service for $300, or one-hour service for $1,000.
What About Foreign LLCs?
The process outlined above works for domestic LLCs (those formed in Pennsylvania), but what if your business is expanding to Pennsylvania from another state? In this case, you won’t be filing the Certificate of Organization, so disregard the instructions above.
Instead, you will need to foreign qualify your LLC by filing a Foreign Registration Statement either online or with a hard copy. Resist the temptation to begin doing business in the commonwealth before foreign qualifying because it can lead to some serious consequences, and that’s not how you want to kick off your Pennsylvania endeavors.
But after your form has been accepted, you’ll be authorized to conduct business activities, so go right ahead!
Want Help Filing Your Certificate of Organization?
Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.
The good news is that you don’t need to file the Certificate of Organization yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.
There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.
While each service has optional upgrades and perks packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to the Pennsylvania Department of State. They will complete everything outlined in this guide and notify you when your Certificate of Organization has been filed. You won’t have to lift a finger.
There are other benefits too. Some services will include a year of free registered agent service when you hire them. Other services offer order tracking, notifications on future documents (like Annual Reports), assistance drafting your operating agreement, or coverage of certain LLC formation costs.