Pennsylvania: Domestic LLC Formation Filing Requirements

Requirements one by one

Governing law and filing record

Pennsylvania uses a Certificate of Organization under the Pennsylvania
Uniform Limited Liability Company Act of 2016. Under 15 Pa.C.S. § 8821(a), the
organizers deliver that certificate to the Department of State for filing.

This row covers an ordinary domestic LLC. Restricted professional companies,
benefit companies, conversions, and foreign registrations use additional or
different terms.

Organizer and signature

One or more associations or individuals age 18 or older may organize the LLC.
The organizer need not be identified as a member or manager.

Every organizer signs. Under § 8823(a)(2), “A company's
initial certificate of organization must be signed by each organizer.” The
current form therefore asks for every organizer's name and signature. If an
organizing association is the organizer, its authorized representative signs.

Required entity and purpose terms

The statutory minimum certificate states the compliant LLC name and registered
office information. Under § 204(c), the name contains “company,” “limited,”
“limited liability company,” an abbreviation, or a qualifying foreign
equivalent.

For an ordinary for-profit LLC, the certificate does not have to state a
purpose or duration. Under § 8818(b)-(c), an LLC may have any lawful purpose other than
acting as an insurer, and the company has perpetual duration.

Addresses and service fields

Pennsylvania requires a registered office, not an individual registered
agent. The certificate completes one of two alternatives:

• the LLC's Pennsylvania street or rural-route address and county; or
• under § 109(a), a commercial registered office provider's name and county.

Under § 135(c), a P.O. box alone is not enough. The form also collects the address or
email for returning the filing. The separate docketing statement collects the
tax-responsible individual's mailing address.

Management and owner disclosure

Under § 8821(b), the complete minimum list does not require a manager, member,
management-choice, or owner disclosure. Organizer names do appear on the filed
certificate, but organizer status does not establish ownership.

The new-entity docketing statement names the individual responsible for initial
tax reports. Under § 134(a)(5), that statement “shall not constitute a document
filed” with the Department for Title 15 purposes; it is not a substitute public
owner list.

Optional and restricted provisions

Under § 8821(c), the certificate may include statements beyond the two required items, but not if
they vary § 8815(c)-(d) inconsistently. Among other limits, § 8815(c)
protects the statutory name, registered-office, Department, and filing rules
from private alteration.

The official form provides an attachment line for additional provisions and
separate elections for special professional or benefit status. Those special
elections are outside this ordinary-LLC row.

Filing method, fee, and attachments

The Department accepts a Business Filing Services submission online and a
completed paper form by mail. The current base fee is $125, matching
§ 153(a)(3). Under § 135(a), the filing must also be
accompanied by any applicable docketing statement and necessary agency
approvals.

The paper instructions require a completed DSCB:15-134A Docketing
Statement. They also require a name-consent form or government approval when
the proposed name triggers one. A filer claiming the veteran- or
reservist-owned small-business fee exemption attaches status proof.

Formation and effective date

Under § 8821(f), the LLC forms when its certificate becomes effective. Under
§ 136(c), delivery and filing is the default, but the certificate may use a later time on the
delivery date or a specified future date and time. If the delayed date has no
time, effectiveness is 12:01 a.m.

The statute states no maximum delayed period. The form says the selected date
must be future, not retroactive. Before the certificate takes effect, § 141
allows an authorized person to file a statement of abandonment so the
formation does not occur.

Publication and initial follow-up

The current formation statute and official form state no newspaper or other
advertising requirement for an ordinary domestic LLC.

Pennsylvania does have a first annual report, but it is not immediate. Under
§ 146(c), it begins in the calendar year after formation and is due before
October 1—September 30 on the Department's current filing calendar. The fee is
$7 under § 153(a)(18). Later reports belong to the annual-report survey.

What trips people up

The docketing statement is a required second document. Under § 134(a), the
Department may require it when the official certificate format gives
notice, and the current DSCB:15-8821 instructions do so. It supplies tax and
business-activity data even though it is not itself the public organic record.

Every organizer signs. Pennsylvania does not merely require one authorized
formation signer when several organizers are listed. Section 8823(a)(2)
requires each organizer's signature.

A CROP replaces the office address, not the organizer. The certificate may
list a commercial registered office provider and county instead of the LLC's
own Pennsylvania address. The organizer fields and signatures remain separate.

A future date is flexible but cannot be retroactive. Section 136(c)
states no maximum delay, while the official form expressly rejects a date
before delivery.

Common questions

Must the certificate name the LLC's owners? No. The statutory minimum
certificate does not require members or percentage owners.

Does Pennsylvania require a formation advertisement? No ordinary-LLC
advertisement appears in the current certificate statute, form, or attachment
instructions.

Is the annual report filed with the certificate? No. The first annual
report is due the following calendar year by September 30, not at formation.

Statutes and sources

• 15 Pa.C.S. §§ 8821 and 8823 — organizers, minimum and optional
  certificate terms, every-organizer signature, and formation on effectiveness.
  https://www.palegis.us/statutes/consolidated/view-statute?txtType=PDF&ttl=15&div=0&chpt=88&sctn=21&subsctn=0
  (accessed 2026-07-29)
• 15 Pa.C.S. §§ 204, 8815, and 8818 — LLC name designator, limits on
  optional provisions, lawful purpose, and perpetual duration.
  https://www.palegis.us/statutes/consolidated/view-statute?iFrame=true&txtType=HTM&ttl=15&div=0&chpt=2&sctn=4&subsctn=0
  (accessed 2026-07-29)
• 15 Pa.C.S. §§ 109, 134-136, and 141 — CROP substitution, docketing
  statement, physical-address rule, delayed effectiveness, and abandonment.
  https://www.palegis.us/statutes/consolidated/view-statute?iFrame=true&txtType=HTM&ttl=15&div=0&chpt=1&sctn=36&subsctn=0
  (accessed 2026-07-29)
• 15 Pa.C.S. §§ 146 and 153 — first annual-report year and deadline plus
  the $125 certificate and $7 annual-report fees.
  https://www.palegis.us/statutes/consolidated/view-statute?iFrame=true&txtType=HTM&ttl=15&div=0&chpt=1&sctn=46&subsctn=0
  (accessed 2026-07-29)
• Pennsylvania Department of State, DSCB:15-8821 and DSCB:15-134A —
  current filing routes, fields, attachments, effective-date instructions,
  signature verification, and fee.
  https://www.pa.gov/content/dam/copapwp-pagov/en/dos/programs/business/forms/offsite-forms/15-8821-Cert-of-Org-Dom-LLC.pdf
  (accessed 2026-07-29)
• Pennsylvania Department of State, Annual Reports — first report in the
  following year, September 30 deadline, and current $7 fee.
  https://www.pa.gov/agencies/dos/programs/business/types-of-filings-and-registrations/annual-reports
  (accessed 2026-07-29)