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By The Wyoming LLC Attorney Team

Feb 11, 2023
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Pennsylvania Articles of Organization

How to Start an LLC

Summary

This article provides an informative guide on filing the Articles of Organization for an LLC in Pennsylvania. It explains the purpose of these documents, the required information, and the associated costs. It also highlights the importance of accuracy to avoid rejection by the state. Additionally, it mentions the benefits of hiring a lawyer to assist in the filing process.

If you’re planning on starting your own Limited Liability Company (LLC) or joining a partnership to form an LLC in Pennsylvania, there are certain things you need to know regarding the legally required documents you must file. Certain pieces of documentation must be filed to the state government to make your Limited Liability Company a legal entity and to evoke the liability protection laws that you would benefit from.

One of these important documents is the Articles of Organization. Below we have provided an insightful guide to understanding what the Articles of Organization in Pennsylvania are and how you would ensure that they are properly filed to avoid any legal disputes and penalizations.

What Are Articles of Organization?

The Articles of Organization are official legal documents used to form a Limited Liability Company. Pennsylvania LLC Articles of Organization outline the most relevant features of an LLC such as the rights, powers, obligations, and liabilities. This document discloses all the state government needs to know about an LLC including all the relevant contact information.

The Articles of Organization not only tell the state relevant information about the LLC, but it is also what legalizes it. Without correct filing and approval of the Articles of Organization, an LLC is not legal or legitimate and could face legal prosecution or jeopardize the legal protection against liabilities that an LLC benefits from.

Start an LLC in Pennsylvania

What Is the Purpose of the Articles of Organization?

Pennsylvania Articles of Organization, also known as Pennsylvania Articles of Formation, are one of the most important documents of an LLC. Their purpose is to establish a Limited Liability Company, at the state level and legally declare it as a legitimate legally approved entity allowed to operate, serve, and profit in the state of Pennsylvania.

Not only does it establish the LLC and provide legality, but it also provides the state government with all of the information they may need to know. It provides an insight into the LLC and its members offering the state a look at what happens at the LLC, what it does, who is a part of it, who does what, and where to contact people. It is how the state gains an understanding of the LLC and can have an overview of what the entity is.

Articles of Organization, because they establish the LLC act as a Pennsylvania Certificate of Organization, also known as a Pennsylvania Certificate of Formation. This means that without filing your Articles of Organization, your LLC is not a legitimately formed company which can cause many legal issues.

It is incredibly important to file the Articles of Organization because without them your LLC is at risk of involuntary dissolvent. This is when the state forces your LLC to be dissolved, shut down, and can no longer operate. Not only would this cause the closure of your company and the loss of the income and jobs that it provides, but it could also mean you can’t reform your LLC in the future.

Information That Needs to Be Included in Articles of Organization for Pennsylvania

There are numerous pieces of information required to be provided on your Limited Liability Company’s Articles of Organization. This form should outline all of the needed information to provide the state with insight and understanding of the operations of the LLC and its members according to their roles.

These required pieces of information have a general similarity across states and typically have the same basis of requirements. However, they also have state-specific information that needs to be included in the Articles of Organization. This is why before filing your Articles of Organization you should check your state government's guidelines to ensure you have included all of the relevant information and to avoid any inaccuracies and accusations of fraudulent activity and misrepresentation.

In the state of Pennsylvania, the information required is as follows:

  • The name of the LLC – this is needed to legalize your LLC’s name and therefore brand and marketing.
  • The name of the founding member and their contact information – this should highlight who the founder(s) is/are and how to contact them. The state should be able to use the Articles as a way to contact the relevant people regarding legal concerns.
  • The business address – should include the Pennsylvania address of where the business will operate.
  • The company’s business purpose and type – it should highlight what the business does and which sector it fits into.
  • The name of the registered agent – the person who will deal with legal summons and lawsuits.
  • The names of the managers, directors, and members.
  • The effective start date of the business – and end date if that is applicable.
  • The duration of the LLC – without this, it will be assumed that your LLC will aim to continue indefinitely.
  • The number of shares the company is allowed to issue – if applicable.
  • The effective date of the Articles – if later than the date of filing.

What Is the Difference Between Articles of Organization and Articles of Incorporation?

The main difference between the Articles of Organization and the Articles of Incorporation is how it is applied. This means that the basis of what these two Articles consist of is typically the same. They relay the same information, have the same requirements, the same purpose, and similar consequences of failure to file.

This means that both of these Articles provide the state with the appropriate, relevant information regarding an entity and disclose the same relevant information such as the name of the business, its location, the purpose, the founders' names and information, the registered agent, and more. So if the Articles are the same, then what’s the difference?

The difference is the context surrounding the Articles – what type of entity it is referring to. This means that if it is Articles of Organization it is referring to the Articles provided by a Limited Liability Company, whereas, if it is the Articles of Incorporation it is the legal document provided by a corporation.

LLCs and corporations differ in numerous ways. The most obvious being taxation and profit. With LLCs, taxes and profits are passed through the entity. However, corporations, are taxed as separate legal entities which each earns its income.

What Is the Cost of Filing Articles of Organization in Pennsylvania?

The expenses involved in forming an LLC consist of multiple components that you must fulfill to comply with state laws. Below is a breakdown of all the fees you must be mindful of paying on time:

Pennsylvania LLC Certificate of Organization Filing Fee - $125

  • This is the state filing fee to gain the document called the Pennsylvania Certificate of Organization, also known as the Pennsylvania Articles of Organization.
  • Once approved this is what creates your LLC.
  • This is a one-time fee.

DBA also known as a Trade Name - $70

  • You are not required to have a DBA. This is optional.

Pennsylvania Registered Agent Fee - $0/$125 per year

  • There is no registered office fee to pay when you declare a registered agent.
  • You have the option of hiring a Registered Agent Service which will cost anywhere between $100 to $300 per year.

Pennsylvania LLC Decennial Report Fee - $70 every 10 years

  • Keeps your LLC’s information up to date and keeps it in good standing

Pennsylvania Business License and Permit Fees – varies

  • The permits your LLC may require can vary based on its location in Pennsylvania and the specific industry of operation.

LLC Taxes – vary depending on the type

How to File Articles of Organization in Pennsylvania

When filing your Articles of Organization, there are four primary steps that you must follow. These are listed and explained below:

  1. Visit the Secretary of State website – First, you should visit the Secretary of State website specific to the state you will be operating in, for example, Pennsylvania. Here is where you will find the steps and instructions you should follow to correctly complete and fulfill your Articles of Organization. This will provide you with the required documentation that you should then go and complete.
  2. Gather your information – we recommend gathering all of the information you will need beforehand to make this process as quick and simple as possible. You then want to fill out the form with all of the appropriate information regarding your LLC.
  3. Submit the form – you then want to submit the completed form. Depending on the state this can be done either online or by mail. To mail your form to the appropriate place in Pennsylvania, the address is: Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, PO Box 8722, Harrisburg, PA 17105-8722.
  4. Make the payment – you need to pay the fee of $125 to the “Department of State”.

After this, you then want to:

  • Obtain an employer identification number (EIN)
  • Create an operating agreement
  • Open a bank account
  • Get your business license

Reasons Articles of Organization May Get Rejected

When you submit the Pennsylvania LLC Articles of Organization, they must be approved by the state. This is the process of the governing body of Pennsylvania checking whether your Articles of Organization correctly correspond with the operations of your LLC at that time. They make sure that all of the information is true and up to date. Information provided should not be outdated and therefore incorrect.

They also check to make sure that the Articles of Organization of a Limited Liability Company are also filed to completion. This means no missing blanks or sections, no lack of information, and everything must be completed with all of the information required. Failure to do so would mean that the Articles of Organization would be disapproved by the state which would mean that the LLC is not a legal entity as of yet. The LLC would have to reapply again having made the amendments and pay the fee again.

A list of possible reasons the Articles would not be approved is below:

  • Not abiding by state-specific requirements
  • Incorrect LLC name
  • Choosing the wrong registered agent
  • Lack of a valid registered office
  • The incorrect business structure disclosed
  • Incorrect LLC duration time and dates if applicable
  • Disclosing the wrong number of shares to be sold – not the authorized amount (more or less than approved)
  • Insufficient statement of purpose
  • Filing the wrong entity
  • No authorized signature

Why You Should Hire a Lawyer to Help You Submit the Articles of Organization?

Many Limited Liability Companies, when filing their Articles of Organization opt to use a lawyer to help with this. This is because hiring a lawyer or a professional team of attorneys such as the ones at Wyoming LLC Attorney can help to make sure you file your Articles right. They know exactly what is required and know how to make sure that the document is up to date. This will lessen the chance of disapproval by the state which will save both money and time. Attorneys are well-versed in the appropriate filing procedures for the Articles of Organization, so enlisting their assistance ensures a correct and expedient process for your LLC.

This will allow you more time to observe the operations of your LLC while knowing that your team's supportive attorneys are doing everything in their power to strengthen the legal legitimacy of your company and protect yourself, your managers, your members, and your company from legal liability and prosecution. They can also offer you legal advice and answer any questions you may have at an affordable price.

If you are ready to form a Pennsylvania LLC and need to speak with one of our knowledgeable paralegals for assistance, complete the contact form or dial +1 (307) 683-0983.