Articles of Organization LLC Pennsylvania

What Are Pennsylvania Articles of Organization?

In Pennsylvania, the Articles of Organization are the foundational documents required to legally establish a Limited Liability Company (LLC). These documents are filed with the Pennsylvania Department of State and serve to officially register the LLC within the state. The Articles of Organization outline key details about the LLC, such as its name, address, and management structure. The legal basis for these requirements is found in the Pennsylvania Consolidated Statutes, Title 15, Chapter 89, which governs LLCs. For more information, you can visit the Pennsylvania Department of State's LLC formation page.

Are Pennsylvania Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Pennsylvania. According to 15 Pa.C.S. § 8913, an LLC is not legally recognized until these documents are filed and approved by the Department of State. Failure to file the Articles of Organization means the LLC does not exist as a legal entity, and the business cannot benefit from the liability protections and tax advantages that an LLC structure provides.

Information Required in Pennsylvania Articles of Organization

Name Requirements

The name of the LLC must include the designation "Limited Liability Company," "LLC," or "L.L.C." as per 15 Pa.C.S. § 202. The name must be distinguishable from other registered entities in Pennsylvania. Certain words, such as "bank" or "university," may require additional approval from relevant state agencies.

Pennsylvania Registered Agent and Registered Office

Every LLC in Pennsylvania must designate a Registered Agent and a Registered Office. The registered agent can be an individual resident or a business entity authorized to do business in Pennsylvania. The registered office must be a physical address within the state, not a P.O. Box, as specified in 15 Pa.C.S. § 8901. For more details, refer to the Registered Agent FAQs.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed. This choice affects the operational control of the LLC and must be clearly stated in the formation documents. Relevant information about each manager or member should be included, as outlined in 15 Pa.C.S. § 8913.

Organizer Information

An Organizer is the individual or entity responsible for filing the Articles of Organization. There are no residency requirements for organizers in Pennsylvania, and only one organizer is required. The organizer's name and address must be included in the filing.

Purpose Statement

Pennsylvania allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is involved in licensed professions, specific language and additional forms may be required. For professional entities, refer to the Professional Entity Forms.

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or delayed to a specified date within 90 days of filing, as per 15 Pa.C.S. § 8906. During any delayed effective period, the LLC is not considered active.

How to File Pennsylvania Articles of Organization

Online

The Pennsylvania Department of State offers an online filing system called Business One-Stop Shop, available 24/7. The processing time is typically immediate, and payment can be made via credit card. A step-by-step guide is available on the portal, and a convenience fee may apply.

Mail

To file by mail, send the completed Articles of Organization to:

Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722

For courier or hand-delivery, use:

North Office Building
Room 206
Harrisburg, PA 17120

Include one original and one copy of the Articles, along with a check payable to the "Department of State." Processing time is generally 7-10 business days, and the approved documents will be returned to the filer.

Pennsylvania Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Pennsylvania is $125. For the official fee schedule, visit the Pennsylvania Department of State Fee Schedule. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing Pennsylvania Articles of Organization?

Once the Articles of Organization are filed and approved, the LLC is legally recognized as a business entity in Pennsylvania. The Department of State will issue a Certificate of Organization as evidence of filing. The LLC must then obtain a Federal Employer Identification Number (EIN) from the IRS. State tax registration may be required through the Pennsylvania Department of Revenue. An Operating Agreement is recommended, though not mandatory. Annual reports are not required in Pennsylvania, but ongoing compliance with state regulations and obtaining necessary licenses and permits is essential.

Common Mistakes When Filing Pennsylvania Articles of Organization

1. Name Availability Issues: Failing to check name availability can lead to rejection. Use the Business Entity Search to ensure the name is unique.
2. Missing Required Information: Omitting essential details such as the registered agent's address can result in rejection. Ensure all fields are completed.
3. Incorrect Fees: Submitting the wrong fee amount will delay processing. Verify the current fee on the Fee Schedule.
4. Invalid Registered Agent: The registered agent must meet state requirements. Refer to 15 Pa.C.S. § 8901 for details.
5. Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Check with relevant agencies for necessary permissions.
6. Unsigned Documents: Ensure the Articles are signed by the organizer to avoid rejection.
7. Wrong Forms for Professional Services: Professional LLCs require specific forms. Refer to the Professional Entity Forms.
8. Delayed Effective Date Errors: Misunderstanding the effective date can lead to operational issues. Ensure the date is within the allowed timeframe.

Additional Resources

• Pennsylvania Department of State Main Page
• Business Division/Formation Page
• Pennsylvania Department of Revenue
• Contact: Phone: 717-787-1057 | Email: ra-corps@pa.gov

This article provides general information about Pennsylvania LLC formation requirements under the Pennsylvania Consolidated Statutes. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.