Pennsylvania Limited Liability Company Certificate of Organization

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Last Revised: January 23, 2023.

About this Form

In order to establish an LLC in Pennsylvania, one must submit a certificate of organization form to the state. This document includes the proposed company's name, the contact information for its registered agent, and any other required information. Any additional provisions included in the form must comply with Pennsylvania state law. The version of the form that PublicLegal offers for purchase on this page is guaranteed to be compliant with state laws and includes instructions and filing information for creating an LLC in Pennsylvania.

Accepted Filing Methods

Pennsylvania accepts the filing of a certificate of organization form via U.S. mail or electronically via the Department of State's online system for e-filing documents.

Name Availability & Requirements

 The requirements for naming an LLC within the commonwealth are set forth in 15 Pa. Cons. Stat. § 204(a). The name of the LLC must contain the term "company," "limited" or "limited liability company," or an abbreviation such as "L.L.C."; "LLC"; "L.C."; or "LC". The name may not infringe on any active trademark or service mark registered with the commonwealth or the U.S. Patent and Trademark Office. One may search online the USPTO's trademark database. The commonwealth does not offer an online searchable database of trademarks.

One may determine the availability of a proposed business name for use within Pennsylvania by querying the commonwealth's official Business Entity Search tool. As a rule of thumb, the commonwealth will consider a proposed business name available if the first two words of the name do not match the first two words of that of any other entity authorized to conduct business within the commonwealth.

Required Fees

In Pennsylvania, there is a $125 fee for filing a certificate of organization form. However, veterans and reservists are eligible for a waiver of this fee. Additionally, there is an option for same-day processing for an additional cost of $100.

Statutory Authority & Requirements

The statutory authority for an LLC within the commonwealth is the Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa. Cons. Stat. § 8811 et seq.).

The statutory requirements for a valid articles of organization filing are codified in 15 Pa. Cons. Stat. § 8811. The text of the statutes read as follows:

§ 8821.  Formation of limited liability company and certificate of organization.

(a)  Formation.--One or more persons may act as organizers to form a limited liability company by delivering to the department for filing a certificate of organization.
(b)  Required contents of certificate.--A certificate of organization must state:
(1)  the name of the limited liability company, which must comply with Subchapter A of Chapter 2 (relating to names); and
(2)  subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of the company's registered office.
(c)  Optional contents of certificate.--A certificate of organization may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified under section 8815(c) and (d) (relating to contents of operating agreement) in a manner inconsistent with that section.
(d)  Substitute certificate of authority.--A statement in a certificate of organization with respect to a matter described in section 8832(a)(2) or (3) (relating to certificate of authority) is effective as a certificate of authority and the statement is subject to the provisions of section 8832 in the same manner as a certificate of authority.
(e)  Effect of certificate of organization.--A provision of the certificate of organization shall be deemed to be a provision of the operating agreement for purposes of any provision of this title that refers to a rule as set forth in the operating agreement.
(f)  Time of formation.--A limited liability company is formed when its certificate of organization becomes effective.

§ 8823.  Signing of filed documents.

(a)  Required signatures.--Except as provided in this title, a document delivered to the department for filing under this title relating to a limited liability company must be signed as follows: [...]
(2)  A company's initial certificate of organization must be signed by each organizer. [....]
COMMONWEALTH OF PENNSYLVANIA
LIMITED LIABILITY COMPANY
Articles of Organization
(15 Pa. Cons. Stat. § 8821)

ARTICLE I. Entity Name.
The name of the limited liability company is _______________________________________________.

ARTICLE II. Registered Office. [complete only one:]

The address, including street and number, if any, of the company's registered office within the Commonwealth is:
_______________________________________________ [Address, Line 1]
_______________________________________________ [Address, Line 2]
_______________________________________________ [City, State, Zip]
(A post office box is only acceptable if accompanied by a street address.)

OR

The name of this limited liability company’s commercial registered office provider and county of venue is:
_______________________________________________ [Name of Commercial Registered Office Provider]
_______________________________________________ [County of Venue]

ARTICLE III. Initial Agent for Service of Process.
The name and street address of the initial agent for service of process are as follows:
_______________________________________________ [Name]
_______________________________________________ [Address, Line 1]
_______________________________________________ [Address, Line 2]
_______________________________________________ [City, State, Zip]
(The commonwealth will not accept a P.O. box unless one also provides the street address.)

ARTICLE IV. Organizer(s).
The name of each organizer is as follows:
_______________________________________________ [Name]
(Only one organizer is required under commonwealth law, but multiple organizers are permitted. If more than one organizer is specified, all must sign.)

ARTICLE V. Effective Date.
The Certificate of Organization is effective upon its filing at the Department of State.

ARTICLE VI. Restricted Professional Company Statement. [choose only one:]
_____ The limited liability company is not organized to render a restricted professional service.
OR
_____ The limited liability company is organized to render a restricted professional service.
          _____ Chiropractic
          _____ Dentistry
          _____ Law
          _____ Medicine and surgery
          _____ Optometry
          _____ Osteopathic medicine and surgery
          _____ Podiatric medicine
          _____ Public accounting
          _____ Psychology
          _____ Veterinary medicine

ARTICLE VII. Benefit Companies Statement. [choose only one:]
_____ The limited liability company is not organized as a benefit company.
_____ The limited liability company is organized for the purpose of creating general public benefit.
_____ The limited liability company is organized for the purpose of creating specific public benefit. This limited liability company shall have the purpose of creating the following enumerated specific public benefit(s): _______________________________________________.

Signed by (each organizer must sign):

IN TESTIMONY WHEREOF, the organizer affirms, under the penalties provided in 18 Pa. Cons. Stat. § 4904, that the facts stated in this Certificate of Organization are true in all material respects and executes it on ______________________ [date].



_______________________________________________
Signature of Organizer

_______________________________________________
Printed or Typed Name of Organizer
  

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