How do I form an LLC in Pennsylvania?

Pennsylvania LLCs are governed by 15 Pa.C.S. Chapter 88 (Limited Liability Companies).

1. Filing Fee and Processing Time

Certificate of Organization (Form DSCB:15-8821): $125 filing fee with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations.

Processing: Online filings via the Business Filing Services portal typically processed within a few business days; same-day available for some filings.

Must also file a Docketing Statement (Form DSCB:15-134A) simultaneously.

2. Name Reservation

Optional. 120-day reservation for $70 (Form DSCB:15-208). Name must contain "Company," "Limited," "Limited Liability Company," or an abbreviation (15 Pa.C.S. § 8814).

3. Registered Office (Not "Registered Agent")

Pennsylvania uses the registered office concept rather than registered agent (15 Pa.C.S. § 8825).

Must be a physical Pennsylvania address (no P.O. boxes). Alternatively, may use a Commercial Registered Office Provider (CROP).

4. Operating Agreement

Permitted but not required (15 Pa.C.S. § 8815). Not filed with the state.

Highly recommended for multi-member LLCs.

5. Annual Report — NEW Requirement Effective 2025

Historically, Pennsylvania did not require an annual report (only a decennial report every 10 years).

New law effective January 2025: All Pennsylvania domestic LLCs must file an annual report with the Department of State by September 30 each year. Filing fee: $7 for LLCs (and for-profit corporations); $0 for nonprofits.

Failure to file for consecutive years can result in administrative dissolution starting 2027.

6. Decennial Report (Still Required)

Every 10 years (years ending in "1" — e.g., 2031), Pennsylvania entities must file a Decennial Report to confirm the entity is still active. Fee: $70.

7. State Taxes

Pennsylvania has a flat 3.07% personal income tax that applies to pass-through LLC income.

Some local jurisdictions impose an additional Earned Income Tax (EIT).

LLCs taxed as C-corps pay the 8.49% (2024) Corporate Net Income Tax (declining annually to 4.99% by 2031).

Capital Stock/Franchise Tax was phased out (eliminated 2016).

8. Federal EIN

Required for multi-member LLCs and any LLC with employees.

9. Restricted Professional Companies (RPCs)

Licensed professionals must form a Restricted Professional Company (15 Pa.C.S. § 8995) — a special form of LLC subject to additional requirements.

10. Local Business Privilege License

Some cities (notably Philadelphia) impose a Business Income & Receipts Tax (BIRT) and require local licensing.

This is legal information, not legal advice.