How to Form an LLC in Pennsylvania (2026)
Reviewed by DocDraft Legal Team · Pennsylvania · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in Pennsylvania means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In Pennsylvania you create an LLC by filing the Certificate of Organization with the Department of State, Bureau of Corporations and Charitable Organizations, and paying a $125 filing fee. Two features shape how Pennsylvania works. First, Pennsylvania does not impose a franchise tax or a separate minimum annual tax on a standard LLC, so the ongoing state cost is low compared with states like California. Second, Pennsylvania now requires an annual report for a $7 fee, a recent change from the old once-a-decade report. Instead of a registered agent, Pennsylvania asks every LLC to list a registered office with a Pennsylvania street address. Pennsylvania LLCs are governed by the Pennsylvania Uniform Limited Liability Company Act of 2016 in Title 15 of the Pennsylvania Consolidated Statutes. This guide explains what an LLC is, the exact Pennsylvania steps and fees, and the deadlines that keep the company in good standing.
Find out where you stand in Pennsylvania
Where are you in forming your LLC?
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How do you form an LLC in Pennsylvania?
File the Certificate of Organization with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, and pay the $125 filing fee. You must list a registered office with a Pennsylvania street address, or name a Commercial Registered Office Provider. Online filings are processed in an average of about one business day.
Does Pennsylvania charge an LLC franchise tax?
No. Pennsylvania does not impose a franchise tax or a separate minimum annual tax on a standard LLC. This is unlike California, which charges an $800 minimum annual franchise tax. A Pennsylvania LLC still pays the state's other business and personal income taxes on its income, and members report profits on their own returns.
Does a Pennsylvania LLC have to file an annual report?
Yes. Pennsylvania now requires most LLCs to file an annual report with the Department of State for a $7 fee, replacing the former decennial report filed once every ten years. The report confirms the LLC's name, registered office, and principal office. Failing to file over time can lead to administrative dissolution of the company.
Does Pennsylvania require newspaper publication to form an LLC?
No. Pennsylvania does not require a standard LLC to publish notice of its formation in a newspaper. This differs from New York and Nebraska, where publication is a condition of forming or operating. In Pennsylvania the Certificate of Organization filing and the annual report are handled through the Department of State, with no separate publication step for most LLCs.
Pennsylvania LLC formation at a glance
You form a Pennsylvania LLC by filing the Certificate of Organization with the Department of State, Bureau of Corporations and Charitable Organizations, for a $125 filing fee, submitted online through the Business Filing Services portal. What sets Pennsylvania apart is its low ongoing cost. Pennsylvania does not charge a franchise tax or a separate minimum annual tax on a standard LLC, so a profitable company is not hit with the flat annual levies some states impose. Pennsylvania recently changed its reporting requirement: instead of the old decennial report filed once every ten years, most LLCs now file an annual report with the Department of State for a $7 fee, generally due by September 30 each year. Rather than a registered agent, Pennsylvania requires each LLC to list a registered office with a Pennsylvania street address, and a company without its own in-state address may name a Commercial Registered Office Provider instead. Pennsylvania does not require newspaper publication for a standard LLC. The governing statute is the Pennsylvania Uniform Limited Liability Company Act of 2016, Title 15 of the Pennsylvania Consolidated Statutes, Chapter 88, sections 8811 and following.
Forming a two-owner Pennsylvania LLC, step by step
Suppose two friends in Pittsburgh want to open a small design studio as an LLC. First they search the Pennsylvania Department of State's business entity search to confirm their name is available and includes a designator such as LLC, and they can reserve the name for a fee while they prepare paperwork. Next they settle their registered office: one owner's Pennsylvania street address, not a P.O. box, will serve as the office where the state directs official notices, and if neither wanted to use a personal address they could name a Commercial Registered Office Provider instead. They then file the Certificate of Organization with the Department of State through the Business Filing Services portal and pay the $125 filing fee. The LLC legally exists once the Department of State files it, on average about one business day for an online filing. Because they have two members, they also write an operating agreement setting each owner's percentage and how profits split, even though Pennsylvania does not require them to file it. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account. They register with the Pennsylvania Department of Revenue for any tax accounts the studio needs. Finally they calendar the $7 annual report, generally due by September 30 each year. Because Pennsylvania has no franchise tax or minimum annual tax on a standard LLC, there is no flat yearly levy to plan around beyond that report.
Relevant Laws
Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa.C.S. Ch. 88)
Chapter 88 of Title 15 governs the formation, management, and dissolution of every Pennsylvania LLC. It sets who may form an LLC, the required contents of the Certificate of Organization, the registered office requirement, and the default rules for member-managed and manager-managed companies. It applies to Pennsylvania LLCs formed on or after its effective date and, over time, to those formed earlier.
15 Pa.C.S. § 8821 (Certificate of Organization)
Requires a Pennsylvania LLC to be formed by delivering a Certificate of Organization to the Department of State for filing. The certificate states the LLC's name, the address of its registered office in Pennsylvania or the name of its Commercial Registered Office Provider, and other required information. The Bureau of Corporations and Charitable Organizations charges a $125 filing fee for the certificate.
15 Pa.C.S. § 109 (Registered office)
Requires every Pennsylvania LLC to maintain a registered office in Pennsylvania, listed on the Certificate of Organization, where the state can direct official notices. Unlike most states, which require a named registered agent, Pennsylvania relies on a registered office address. An LLC without its own Pennsylvania street address may instead designate a Commercial Registered Office Provider that supplies one.
15 Pa.C.S. § 146 (Annual report)
Requires most Pennsylvania LLCs and other filing entities to deliver an annual report to the Department of State confirming the entity's name, jurisdiction, registered office, and principal office. The fee for an LLC is $7. This annual report replaced the former decennial report and is generally due by September 30 each year. Continued failure to file can lead to administrative dissolution.
Pennsylvania business and personal income tax (Department of Revenue)
Pennsylvania does not levy a franchise tax or a separate minimum annual tax on a standard LLC. Instead, an LLC taxed as a pass-through entity reports income that flows to its members, who pay Pennsylvania personal income tax at a flat rate. An LLC that elects to be taxed as a corporation is subject to Pennsylvania corporate net income tax. Register with the Department of Revenue for the tax accounts your business needs.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member Pennsylvania LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. This federal classification is separate from Pennsylvania's state taxes.
Regional Variances
How forming an LLC in Pennsylvania differs from other states
No franchise or minimum annual tax
Pennsylvania does not charge a standard LLC a franchise tax or a flat minimum annual tax. States like California impose an $800 minimum annual franchise tax regardless of income, and Delaware charges a $400 annual LLC tax. In Pennsylvania the recurring state cost for a pass-through LLC is essentially the $7 annual report fee, which keeps the cost of running the company low.
Certificate of Organization, not Articles of Organization
Pennsylvania calls the formation document a Certificate of Organization, filed with the Department of State. Most states use the name Articles of Organization, while Texas and Delaware use a Certificate of Formation. The document does the same job everywhere: it creates the LLC and records its name, registered office, and management.
Registered office instead of a registered agent
Pennsylvania requires each LLC to list a registered office with a Pennsylvania street address rather than a named registered agent, the model nearly every other state uses. An LLC that lacks its own in-state address can name a Commercial Registered Office Provider, which supplies the address the state uses for official notices.
New annual report replaces the decennial report
Pennsylvania long required only a decennial report, filed once every ten years. Under a recent change most LLCs now file an annual report with the Department of State for a $7 fee, generally due by September 30. The move to a yearly cadence means missing the filing is now an annual risk rather than a once-a-decade one.
No newspaper publication for a standard LLC
Pennsylvania does not require a standard LLC to publish notice of formation in a newspaper. New York and Nebraska do, which adds cost and a deadline. A Pennsylvania LLC is complete once the Department of State files the Certificate of Organization, with no publication step for most companies.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the Pennsylvania Department of State's business entity search to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Department of State for a fee while you prepare your Certificate of Organization.
Set your registered office
Before filing days after startingPennsylvania requires a registered office with a Pennsylvania street address, listed on the Certificate of Organization, where the state directs official notices. Decide whether you will use your own Pennsylvania address or designate a Commercial Registered Office Provider. A P.O. box alone does not qualify, so settle this before you file.
File the Certificate of Organization with the Department of State
To create the LLC days after startingFile the Certificate of Organization with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, through the Business Filing Services portal and pay the $125 filing fee. The LLC legally exists only once the Department of State files it, on average about one business day for online filings. Keep the filed confirmation as proof of formation.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. Pennsylvania's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
Register with the Pennsylvania Department of Revenue
Before doing business days after startingRegister for any Pennsylvania tax accounts your business needs, such as sales tax or employer withholding, through the Department of Revenue. A pass-through LLC's income flows to its members, who pay Pennsylvania personal income tax, while an LLC electing corporate treatment pays corporate net income tax. Confirm current rates and any local business taxes.
File the $7 annual report with the Department of State
Annually, generally by September 30 days after startingMost Pennsylvania LLCs must file an annual report with the Department of State for a $7 fee, generally due by September 30 each year. This replaced the former decennial report. The report confirms the LLC's name, registered office, and principal office. Calendar it, because continued failure to file can lead to administrative dissolution of the company.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the Pennsylvania Department of State's business entity search to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Department of State for a fee while you prepare your Certificate of Organization. | - | Before filing |
| Set your registered office | Pennsylvania requires a registered office with a Pennsylvania street address, listed on the Certificate of Organization, where the state directs official notices. Decide whether you will use your own Pennsylvania address or designate a Commercial Registered Office Provider. A P.O. box alone does not qualify, so settle this before you file. | - | Before filing |
| File the Certificate of Organization with the Department of State | File the Certificate of Organization with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, through the Business Filing Services portal and pay the $125 filing fee. The LLC legally exists only once the Department of State files it, on average about one business day for online filings. Keep the filed confirmation as proof of formation. | - | To create the LLC |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. Pennsylvania's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| Register with the Pennsylvania Department of Revenue | Register for any Pennsylvania tax accounts your business needs, such as sales tax or employer withholding, through the Department of Revenue. A pass-through LLC's income flows to its members, who pay Pennsylvania personal income tax, while an LLC electing corporate treatment pays corporate net income tax. Confirm current rates and any local business taxes. | - | Before doing business |
| File the $7 annual report with the Department of State | Most Pennsylvania LLCs must file an annual report with the Department of State for a $7 fee, generally due by September 30 each year. This replaced the former decennial report. The report confirms the LLC's name, registered office, and principal office. Calendar it, because continued failure to file can lead to administrative dissolution of the company. | - | Annually, generally by September 30 |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that separates the company from its owners as a matter of law. The owners, called members, are generally not personally liable for the company's debts or lawsuits, so a creditor usually cannot reach a member's home or savings for a business obligation. In Pennsylvania, LLCs are created under the Pennsylvania Uniform Limited Liability Company Act of 2016 in Title 15 of the Pennsylvania Consolidated Statutes. It pairs that protection with pass-through taxation and lighter paperwork than a corporation.
Pennsylvania calls its formation document the Certificate of Organization, not the Articles of Organization used in most states. You file it with the Department of State, Bureau of Corporations and Charitable Organizations, through the Business Filing Services portal and pay a $125 filing fee, paid once. The certificate lists the LLC's name, its registered office, and management. The company legally exists only after the Department of State accepts and files it.
Most Pennsylvania LLCs must deliver an annual report to the Department of State, generally due by September 30 each year, for a $7 fee. This is a recent change that replaced the old decennial report filed once every ten years. The report confirms the LLC's name, registered office, and principal office. Continued failure to file can lead the Department of State to administratively dissolve the company, so calendar the September 30 deadline.
Pennsylvania imposes no franchise tax or separate entity-level minimum tax on a standard LLC, so there is no flat annual levy. By default the LLC is a pass-through: its income flows to the members, who pay Pennsylvania personal income tax at a flat rate on their share. An LLC that elects corporate treatment instead pays Pennsylvania corporate net income tax. Register with the Department of Revenue for the accounts your business needs and confirm current rates.
Pennsylvania is unusual: instead of naming a registered agent, every LLC lists a registered office with a Pennsylvania street address on the Certificate of Organization, where the state directs official notices. If you do not have your own in-state address, you can designate a Commercial Registered Office Provider that supplies one. A P.O. box alone does not satisfy the requirement, so settle the registered office before you file.
Yes. If you are not ready to file the Certificate of Organization, you can reserve an available name with the Pennsylvania Department of State for a $70 fee, which holds it while you prepare your paperwork. First search the Department of State's business entity search to confirm the name is not already in use and that it includes a designator such as LLC or Limited Liability Company. Reservation is optional, not a required step.
No. Whether your Pennsylvania LLC has one owner or several, you file the same Certificate of Organization with the Department of State for the same $125 fee and file the same $7 annual report. The difference is federal tax treatment: the IRS treats a single-member LLC as a disregarded entity taxed like a sole proprietorship, and a multi-member LLC as a partnership. A written operating agreement is especially worth having when there are multiple members. Attorney review is available through DocDraft.
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