Pennsylvania LLC Formation — Certificate of Organization Worksheet and Operating Agreement Starter
This document packet is jurisdiction-specific legal information for preparing a Pennsylvania limited liability company formation filing and related internal records. Does not constitute legal advice.
Filing Layer
Agency: Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations
Filing: Certificate of Organization for Domestic Limited Liability Company
Entity Type: Pennsylvania Limited Liability Company
Primary Authority: 15 Pa.C.S. § 8821
Related Authority: 15 Pa.C.S. § 8815; 15 Pa.C.S. § 8825; 15 Pa.C.S. § 8847
1. Formation Intake
LLC Name: [PROPOSED LLC NAME]
Business Purpose: [GENERAL LAWFUL BUSINESS PURPOSE]
Registered Office Address: [PA STREET ADDRESS]
Commercial Registered Office Provider, if any: [CROP NAME]
Principal Business Address: [STREET, CITY, PA ZIP]
Mailing Address, if different: [STREET, CITY, STATE ZIP]
County: [COUNTY]
Effective Date: [IMMEDIATE / FUTURE DATE]
Restricted Professional Company: [YES / NO]
Benefit Company Election: [YES / NO]
2. Registered Office
Under 15 Pa.C.S. § 8825, a Pennsylvania LLC must maintain a registered office or use a commercial registered office provider.
Select one:
[ ] Registered office street address in Pennsylvania
[ ] Commercial Registered Office Provider
Registered Office Address: [PA STREET ADDRESS]
City: [CITY]
State: Pennsylvania
ZIP: [ZIP]
Commercial Registered Office Provider: [NAME]
3. Organizer and Member Information
Organizer Name: [ORGANIZER FULL NAME]
Organizer Address: [ADDRESS]
Organizer Email: [EMAIL]
Organizer Phone: [PHONE]
Initial Member 1: [FULL LEGAL NAME]
Address: [ADDRESS]
Ownership Percentage / Units: [PERCENTAGE OR UNITS]
Capital Contribution: [$ / PROPERTY / SERVICES]
Initial Member 2: [FULL LEGAL NAME]
Address: [ADDRESS]
Ownership Percentage / Units: [PERCENTAGE OR UNITS]
Capital Contribution: [$ / PROPERTY / SERVICES]
Add additional members as needed.
4. Management Structure
Select one:
[ ] Member-managed LLC
[ ] Manager-managed LLC
If manager-managed:
Manager Name: [MANAGER FULL NAME]
Manager Address: [ADDRESS]
Manager Authority Limits, if any: [LIMITS]
Operating Agreement Note:
15 Pa.C.S. § 8815 recognizes operating agreements governing relations among members, managers, and the LLC. Keep the signed operating agreement with company records. It is not typically filed with the Department of State.
5. Pennsylvania Certificate of Organization Filing Checklist
[ ] Confirm LLC name availability with the Pennsylvania Department of State.
[ ] Confirm the name contains an LLC designator such as "Limited Liability Company," "L.L.C.," or "LLC."
[ ] Gather registered office or CROP information.
[ ] Prepare Certificate of Organization.
[ ] Prepare docketing statement if required by Department of State process.
[ ] File with the Pennsylvania Department of State.
[ ] Save filed certificate and entity number.
[ ] Obtain EIN from IRS if needed for banking, hiring, or tax reporting.
[ ] Prepare and sign operating agreement.
[ ] Check state, county, municipal, and industry license requirements.
[ ] Calendar annual report obligations under 15 Pa.C.S. § 8847.
6. Operating Agreement Starter Terms
Company Name: [LLC NAME]
Formation State: Pennsylvania
Formation Date: [DATE]
Principal Office: [ADDRESS]
Business Purpose: [PURPOSE]
Management: [MEMBER-MANAGED / MANAGER-MANAGED]
Tax Classification: [DEFAULT / PARTNERSHIP / S-CORP ELECTION IF FILED]
Banking Authority: [AUTHORIZED PERSONS]
Records Location: [ADDRESS / DIGITAL REPOSITORY]
Fiscal Year: [CALENDAR YEAR / OTHER]
Member Voting:
[ ] By ownership percentage
[ ] One member, one vote
[ ] Other: [DEFINE]
Major Decisions Requiring Consent:
[ ] Admit new member
[ ] Sell substantially all company assets
[ ] Borrow above $[AMOUNT]
[ ] Amend operating agreement
[ ] Dissolve company
7. Signature Block
Organizer Certification:
I verify that the information entered in this worksheet is true and correct to the best of my knowledge and is intended for preparation of a Pennsylvania business formation filing. I understand that false statements herein may be subject to 18 Pa.C.S. § 4904 relating to unsworn falsification to authorities where applicable.
Date: _______________
Organizer Signature: ______________________________
Printed Name: [ORGANIZER NAME]
Member Acknowledgment:
I acknowledge receipt of this Pennsylvania LLC formation packet and understand that it provides jurisdiction-specific legal information and document templates. Does not constitute legal advice.
Date: _______________
Member Signature: ______________________________
Printed Name: [MEMBER NAME]
Filing Notes
Pennsylvania LLC formation filings are submitted to the Department of State, not the Court of Common Pleas. Pa.R.C.P. 204.1 first-page court-caption formatting is not the filing standard for this state-agency business formation filing.
Templates are for informational purposes only and do not constitute legal advice.