Forming an LLC or Limited Liability Company can be a complicated process for some individuals. However, the process can be simplified into the following steps:
Step One: Choose a Business Name for the LLC and Check for Availability
The most important aspect of forming an LLC is choosing the name. Most individuals forming an LLC already have a name in mind. However, before deciding on what name to call your LLC, keep in mind that there are a large number of words that cannot be included in the name without prior approval. You also have to check whether the name you have chosen is available or not. Go to https://www.corporations.pa.gov/search/corpsearch to check if the name you want is available for your new LLC. If the registry shows that the business name you have chosen is already taken, you will need to select a new one.
Additionally, it is important to remember that Pennsylvania law requires that an LLC name contain the words “company,” “limited,” “limited liability company,” or an abbreviation of one of those terms. So when choosing the name of your LLC, make sure it contains these words.
Step Two: Prepare and File a Certificate of Organization with the Department of State
On the Department of State website, there is a fill-in-the-blank Certificate of Organization Form that an individual can fill out and submit along with the $125 filing fee. A Certificate of Organization contains basic information about the LLC such as name, address and date of formation.
It is important to remember that a Consent to Appropriate Form must also accompany the Certificate of Organization.
Step Three: File a Docketing Statement
When you file the Certificate of Organization, you must also submit a Docketing Statement. On the Department of State website, there is a fill-in-the-blank Docketing Statement Form that an individual can fill out. A Docketing Statement contains only basic business information including the name, type of business organization and a description of business activities. There is no fee to file this form.
Step Four: Negotiate and Execute an Operating Agreement.
While Pennsylvania does not require an Operating Agreement in order to form an LLC, it is beneficial to have one. An Operating Agreement can be highly complicated to draft as there is no set criteria for its content. However, an Operating Agreement will typically include the following topics: how meetings are conducted, how the company will be managed, what capital contributions are required from each member, and how profits and losses will be allocated. The operating agreement does not need to be filed with the state.
These are the four basic steps to filing an LLC. However, it is important to note that there may be other factors to consider prior to forming an LLC such as: tax liability, bank accounts, etc. A new business owner will likely want to discuss certain topics with an attorney.