LLC Amendment and Legal-Name-Change Filing Requirements in Pennsylvania

At a glance

Requirements one by one

A legal-name change uses a lower default vote than other amendments

Under § 8847(b)(5) and (c)(3)(ii), an ordinary certificate amendment generally requires the affirmative vote or consent of all members, whether the LLC is member-managed or manager-managed. Higher vote provisions in the certificate or operating agreement are protected against repeal by a lesser vote under § 8847(i).

Name and registered-office changes are different. Under § 8847(j)-(k), the law groups them with a restatement that makes no substantive change and permits a majority of managers to approve, or a majority of members in a member-managed LLC, unless a record-form operating agreement provides otherwise. The filing signer is a separate issue: § 8823(a)(1) requires a person authorized by the company.

Inaccuracy creates a prompt correction duty, not one universal form

Section 8822(a) permits amendment or restatement at any time. Under subsection (d), a member of a member-managed LLC or manager of a manager-managed LLC who knows filed information is inaccurate must act promptly. The right instrument depends on the problem: amend the certificate, correct an already filed inaccurate or defectively executed record under § 138, or abandon a delayed filing under § 141 before it takes effect.

A restatement is filed as a Certificate of Amendment designated as a restatement. It must say that it supersedes the original certificate and all prior amendments. If the restatement also changes substantive terms, the ordinary approval rule for those changes still applies.

The amendment carries the current office even when only the name changes

Section 8822(b) requires the company name, original certificate filing date, current registered office or CROP information, and the amendment. The current DSCB:15-8622/8822 form lets the filer state the amendment in full on the form or attach it as Exhibit A.

A legal-name change adds a side filing. The form instructions require DSCB:15-134B, Docketing Statement–Changes, plus any necessary consent to appropriation of name and governmental approvals. Sections 202, 204, and 135 separately require the LLC designator, distinguishability, availability or reservation evidence, and any restricted-name approval.

Filing, delayed effect, and agency review remain separate

The amendment is a $70 ancillary transaction under § 153(a)(3)(iii). A company- authorized person signs, and §§ 135(b) and 142 permit agent execution without filing the power while § 142(a), (c) treats the signature as an affirmation of truth and authority. The Department's current portal houses amendment forms after the filer obtains access to the existing entity record; the official paper form may also be mailed.

Under § 136(c), the amendment may take effect on delivery, at a later stated time that day, or on a stated future date and time. The statute states no maximum delay. Before a delayed filing becomes effective, § 141 permits a properly approved Statement of Abandonment. The Department must accept a document that meets § 135, but § 136(f) also permits rejection where it reasonably believes the filing is fraudulent or may accomplish a fraudulent, criminal, or unlawful purpose.

Office, report, correction, and fictitious-name routes do different work

Under § 8825(b), an office-only change may use a certificate amendment, the $5 Certificate of Change of Registered Office, or the annual report before the change becomes effective. The annual report is not a substitute for other certificate changes.

Section 138 corrects an inaccurate record or defective execution. Its effect is measured by the audience: the correction takes effect on filing for a person substantially and adversely affected, but relates back to the original effective date for everyone else.

An LLC operating under a brand other than the proper name in its Certificate of Organization uses the separate Fictitious Names Act. Under 54 Pa.C.S. §§ 302- 303, that name must be registered and the registration does not make the name exclusive.

What trips people up

• Unanimous is not the legal-name-change default. The all-member rule applies to ordinary substantive certificate amendments, but § 8847(k) gives name and office changes and no-change restatements the manager- or member-majority route.
• A name amendment needs the changes docketing statement. The certificate alone is incomplete for a legal-name change; current instructions also require DSCB:15-134B and any conditional name consent or agency approval.
• Correction is not uniformly retroactive. Section 138 protects people substantially and adversely affected by making the correction effective on filing as to them.
• Accepted public records still need follow-through. Under § 136(a), the Department returns an endorsed filing. Preserve it with the approval record and update any separate tax, license, bank, contract, title, trademark, fictitious-name, and foreign-registration records that the change affects.

Common questions

Is there a maximum future effective-date delay?

The current § 136(c) states no maximum. The form requires a future date rather than a retroactive one, and a date without a time uses 12:01 a.m.

Can I file the amendment on paper?

Yes. The Department strongly encourages the Business Filing Services portal, where amendment forms appear after access to the entity record is granted, but the official DSCB:15-8622/8822 instructions also provide a mail route.

Does fictitious-name registration change the LLC's legal name?

No. It registers a separate public record for use of another business name. The proper LLC name remains the name in the Certificate of Organization until a § 8822 amendment becomes effective.

Statutes and sources

• 15 Pa.C.S. §§ 8822-8823 and 8847 — amendment, restatement, prompt correction, signer, and approval rules. Official text (accessed 2026-08-21).
• 15 Pa.C.S. §§ 202, 204, 135-136, 138, 141-142, and 153 — name conditions, filing acceptance, effect, abandonment, correction, signature effect, and fees. Official text (accessed 2026-08-21).
• 15 Pa.C.S. § 8825 — amendment, annual-report, and change-certificate routes for a registered-office change. Official text (accessed 2026-08-21).
• 54 Pa.C.S. §§ 302-303 — proper-name and fictitious-name definitions and registration duty. Official text (accessed 2026-08-21).
• Pennsylvania Department of State Forms DSCB:15-8622/8822 and DSCB:15-134B — current fields, name-change attachments, effective-date choices, signature, channels, and $70 fee. Official form (accessed 2026-08-21).