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A limited liability company is a business structure that provides limited protection for its members against most debts or liabilities of the company.

A member is an owner of the LLC.

There are a variety of factors to consider when selecting a name. The Corporations Bureau will not approve your name if it is exactly the same or confusingly similar to an existing registered business. You’ll also want to avoid selecting a name that another business outside of Pennsylvania uses or that is subject to an existing registered Trademark. We suggest conducting a name search with the Corporations Bureau first. You should also do an online search for other businesses with a very similar name. You should also have a url (i.e. website address) for your business in mind. You should search the various website registration providers to see whether your name is available for registration. Some names are so long, they are not easily used for a website address or email address.

Both types of entities have the significant legal advantage of helping to protect assets from creditors and providing an extra layer of protection against legal liability. In general, the creation and management of an LLC is much easier and more flexible than that of a corporation. A corporation is also more expensive to form because you are required to advertise its formation, which typically costs several hundred dollars. There is no advertising requirement for LLCs.

The Pennsylvania Department of State charges a filing fee to form your LLC. The current filing fee can be found here. The Department of State charges an additional $5.00 fee for payments made by credit card.

An LLC is formed by obtaining an Employer Identification Number (EIN) from the U.S. Internal Revenue Service (“IRS”) and filing a Certificate of Organization and Docketing Statement with the Pennsylvania Department of State.

The Department of State varies on their processing times for LLC filings. Currently, we are seeing filings processed and returned with 2 to 6 weeks.

The Department of State will send you a letter acknowledging your filing along with a copy of your Certificate of Organization with a stamp on it that says accepted. Here’s an example of one. Usually, your LLC will appear on the Department’s website before you receive your letter.

An Employer Identification Number is a unique 9-digit number assigned by the IRS that is used to identify a business entity.

An EIN is obtained by completing and filing a Form SS-4 with the IRS. Fiffik Law Group obtains EIN numbers for clients who have purchased LLC formation services. The client must sign the Form SS-4. If you already have an EIN, we can use that number to register your business with the Department of State. However, Fiffik Law Group is unable to guarantee that the information associated with the EIN is correct. In these instances, we strongly suggest you allow us to obtain a new EIN for your business.

A Registered Agent is a business or individual that is designated to receive official mail, such as a lawsuit, on behalf of the business.

No. Registered Agents are not a requirement in Pennsylvania. However, if you hire or designate a Registered Agent, the Agent’s address will be the one listed on your LLC’s Certificate of Organization and on the Department of State Website. This will help ensure your privacy.

Registered Agents can be hired through a variety of companies. A current list of approved registered agents can be found here.

Any information provided to the Department of State when registering your LLC is publicly available here. The information given to the IRS to obtain the EIN is not public.

An LLC is controlled by the provisions of the company’s Certificate of Organization, Operating Agreement and applicable state law. In the absence of an Operating Agreement, state law will govern the operations of an LLC. It can be member-managed or manager-managed.

An operating agreement is a key document used by LLCs because it outlines the business' financial and functional decisions including rules, regulations and provisions. The purpose of the document is to govern the internal operations of the business in a way that suits the specific needs of the business owners. Once the document is signed by the members of the limited liability company, it acts as an official contract binding them to its terms.

No, but we highly recommend that you have one. State default rules govern LLCs without an official operating agreement. This means that each state outlines default rules that apply to businesses that do not sign operating agreements. Because the state default rules are so general, it is not advisable to rely on a governing body state to manage your agreement.

To protect the business' limited liability status: Operating agreements give members protection from personal liability to the LLC. Without this specific formality, your LLC can closely resemble a sole proprietorship or partnership, jeopardizing your personal liability. To clarify verbal agreements: Even if members have orally agreed to certain terms, misunderstanding or miscommunication can take place. It is always best to have the operational conditions and other business arrangements handled in writing so they can be referred to in the event of any conflict. To protect your agreement in the eyes of your state: State default rules govern LLCs without an official operating agreement. This means that each state outlines default rules that apply to businesses that do not sign operating agreements. Because the state default rules are so general, it is not advisable to rely on a governing body state to manage your agreement.

A member-managed LLC is controlled exclusively by the members (i.e., owners) of the LLC. Based on the operating agreement, the members will have voting power that corresponds to their percentage ownership of the LLC.A member managed LLC is the default management option.

In a manager-managed LLC, the members of the LLC elect or hire one or more managers to operate the day-to-day business. The manager does not need to be a member of the LLC to be elected manager. The manager’s scope of authority is set forth in the Operating Agreement.

We will act at the Organizer or Incorporator for your LLC. This means that our firm, and your attorney, will be listed on the Certificate of Organization. This means that we will file the appropriate documents with the Department of State, but will have no rights or interests in your LLC.

There are many benefits to forming an LLC for your business, including: Protecting your personal assets; Pass-through taxation; Flexible management; Ease of use and governance; Limited compliance requirements; Reduced paperwork; and Credibility and trustworthiness

The general rule in Pennsylvania is that members of a limited liability company are not personally responsible for the liabilities of the company. In other words, an LLC will provide protection for you against any debts or liabilities that arise out of the operation of the company. As long as the LLC is managed properly, members are not generally liable for the actions of the company. There are exceptions to this general rule. Additionally, an LLC can provide certain tax benefits and options.

Congratulations! After Fiffik Law Group sends your final document package, your business is one step closer to being fully operational. Your document package will include an Operating Agreement, which needs to be signed and dated by the member(s). Once the Operating Agreement is signed your business is formed. Some important steps to take after your business is formed include: Saving all business documents in a secure location; Filing a PA-100; Opening a business bank account; Determining whether any additional licensing is required; and Determining your LLCs tax classification; We highly recommend hiring an accountant.

The Pennsylvania Enterprise Registration Form (PA-100) must be completed by enterprises to register for certain taxes and services administered by the PA Department of Revenue and the PA Department of Labor & Industry. The form is also designed to be used by previously registered enterprises to register for additional taxes and services, reactivate a tax or service, or notify both Departments that additional establishment locations have been added. The form is also used to request the Unemployment Compensation Experience Record and Reserve Account Balance of a Predecessor.

Yes. Every new business needs to file this form with the PA Department of State in order to register for certain government services. If you do not file this registration, you may be restricted from receiving certain licenses or tax services.

The process for opening a business bank account will depend on the banking institution you use for the account. Generally, banks will require the LLC’s Operating Agreement, Certificate of Organization, EIN number and the Resolution of the Incorporator.

Your LLC may require various licensing or permits based on the goods or services it will provide. Some professions such as investors, medical professionals, lawyers, architects, and contractors will be required to obtain the required licensing before filing for their businesses. Some localities have specific licensing requirements to operate businesses within their jurisdiction. Not all businesses are required to obtain licensing, so it is important to research the proper licensing for your business based on the services provided and the location you will be providing those services.

D-U-N-S number is a unique identifier given to your business for the purpose of identifying the company’s financial reliability or strength and for tracking purposes.

D-U-N-S numbers are not a requirement for all businesses but may be helpful to provide to potential lenders or business partners. These numbers are required if your business will operate as a federal government contractor.

No. Labor law posters are not required for every business. You only need to display these posters if you are a business that has employees in the workplace, then you are required to post labor law notices.

Most likely, no. These certificates are only required in certain situations. For example, when buying or selling assets, this document may be required to prove the entity is valid and in good standing with the PA Department of State. The certificate of compliance can be ordered on the Department of State’s website at any time.

The Department of State has recognized that scams are becoming more frequent and complex. Because of this, the office is keeping an updated list of various scams. Please refer to the link below if you receive mail of this nature. PA Department of State - Scams

Our law firm has several attorneys specializing in business and commercial law. We will be able to draft a contract for nearly any purpose that your business may need. However, drafting contracts is not a service included in your Launch and may be subject to additional fees or charges.