Pennsylvania requires none on the Certificate of Organization itself — but the organizer is named on that public filing, and beginning with the 2025 Annual Report, at least one member or manager must be confirmed or named annually and is public on its public LLC filing. Pennsylvania names the organizer on its public Certificate of Organization and, since the 2025 Annual Report, requires a member or manager name every year as well — so a Wyoming holding LLC has to stand in for both the organizer role (via a formation service) and the annually reported member for the structure to hold. See our Wyoming holding company guide and full list of anonymous LLC states for more.
$125
Certificate of Organization filing fee
$7/yr
New Annual Report (effective 2025), names a member/manager
§ 8853(f)
Sole-member foreclosure carve-out — a real weak point
§ 8853(h)
"Exclusive remedy" label, but foreclosure still permitted
Pennsylvania's privacy picture just got more complicated, in a way worth understanding before you rely on older guidance. The Certificate of Organization ($125) doesn't name members or managers, but it's a public record and the organizer who signs it is identified on the filing. What's new is the Annual Report: Act 122 of 2022 replaced Pennsylvania's old once-a-decade decennial report with an annual filing, first due in 2025 for $7 every September 30 — and that Annual Report requires confirming or naming at least one member or manager, a disclosure point that simply didn't exist under the old system. Pennsylvania's charging-order statute has a similar pattern of looking stronger on the surface than it is: 15 Pa.C.S. § 8853(h) calls the charging order the exclusive remedy, but § 8853(c) still permits foreclosure, and § 8853(f) singles out sole members for an even weaker outcome. A Wyoming holding LLC — as organizer's principal and as the reported member — addresses both the privacy gap and the asset-protection gap at once.
Pennsylvania's Certificate of Organization (Form DSCB:15-8821, $125) does not ask for a member or manager name, but it is a public record and the organizer who signs it is identified on the filing. Pennsylvania also just changed its ongoing disclosure regime: Act 122 of 2022 replaced the old once-a-decade decennial report with an Annual Report, effective for the 2025 filing year and due every September 30 for a $7 fee. That new Annual Report requires confirming or updating the name of at least one member or manager with material management responsibility — a genuinely new disclosure point that didn't exist under the old decennial system, confirmed against the Pennsylvania Department of State's own Annual Report guidance and independent filing-service summaries. Combined with the public organizer line, Pennsylvania is not a state where an LLC stays unnamed by default.
Pennsylvania never lets an owner disappear from the record by default: the organizer is named on the public Certificate of Organization, and beginning with the 2025 Annual Report, at least one member or manager must be confirmed by name every September 30. A Wyoming holding LLC addresses both exposure points at once — have a formation service act as organizer on the Certificate, and name the Wyoming LLC as the member reported on each Annual Report, so Pennsylvania's public record shows the Wyoming entity rather than an individual at formation and every year after. This is worth doing carefully in Pennsylvania specifically because its charging-order statute is weaker than it first appears: 15 Pa.C.S. § 8853(h) labels the charging order the exclusive remedy, but § 8853(c) still lets a court foreclose the lien and force a sale, and § 8853(f) goes further for sole members — a foreclosure purchaser against a single member's interest can become a full member with control rights, not just an assignee. A Wyoming parent's genuinely exclusive-remedy statute is a meaningful upgrade over relying on the Pennsylvania entity alone.
Naming a Wyoming LLC as the reported member on Pennsylvania's Certificate and Annual Report keeps an individual's name off Pennsylvania's public record, but it doesn't change federal law: beneficial owners of both entities must still be reported to FinCEN under the Corporate Transparency Act, which is not a public database.
15 Pa.C.S. § 8853 — labeled exclusive remedy, but foreclosure is expressly permitted, and sole members face a further statutory carve-out. 15 Pa.C.S. § 8853(h) calls the charging order the exclusive remedy a judgment creditor may use against a member's interest, but § 8853(c) lets a court foreclose the lien and order the interest sold once distributions won't satisfy the judgment in a reasonable time — genuinely weaker than Wyoming's no-foreclosure statute. It gets more specific for solo owners: § 8853(f) states that if a court forecloses a lien against a sole member's interest, the purchaser obtains the member's entire interest (not just the transferable interest), becomes a member, and the original sole member is dissociated — a direct, codified legislative choice, not a court-made gap. This makes Pennsylvania one of the weaker single-member LLC jurisdictions in the country on this specific point.
Pennsylvania requires a $7 Annual Report due every September 30 — a brand-new requirement first effective for the 2025 filing year under Act 122 of 2022, replacing the old once-per-decade decennial report, and the filing that now also requires a member/manager name. There is no Pennsylvania franchise tax on LLCs; pass-through income is taxed to members at Pennsylvania's flat 3.07% personal income rate, one of the lowest flat rates in the country.
Note: Pennsylvania's Annual Report is genuinely new (first due in 2025) and its penalty regime is still phasing in — no dissolution penalty applies to 2025 or 2026 non-filers, with full enforcement beginning with reports due in 2027. Confirm the current fee, due date, and disclosure fields directly at file.dos.pa.gov before relying on any of these figures in a high-stakes context, since this is one of the most recently changed filing regimes of any state in this series.
Note: apps/LLA/data/states/llc-search/pa.ts explicitly flagged as unconfirmed 'whether the new annual report form requires listing members or managers' at the time it was written, since Pennsylvania's Act 122 annual-report regime was brand new. A web search against the Pennsylvania Department of State's own Annual Report guidance (pa.gov/agencies/dos) and multiple independent filing-service summaries now confirms that Pennsylvania's Annual Report — first required for the 2025 filing year — does require confirming or updating the name of at least one member or manager, and that filing is public. This page treats that question as resolved: Pennsylvania is not a member/manager-blind state once the Annual Report cadence is accounted for, and the llc-search/pa.ts volatility flag on this specific point can now be closed out with that citation.
Not on the Certificate of Organization, which lists only the organizer and registered office. But beginning with the 2025 Annual Report (Act 122 of 2022, $7, due September 30), Pennsylvania now requires confirming or naming at least one member or manager, and that filing is public — a real change from the old once-per-decade decennial report.
Use a formation service, not yourself, as the organizer on the Certificate of Organization, and name a Wyoming holding LLC as the member reported on every Annual Report going forward. Both exposure points — the organizer line and the new annual member disclosure — have to be covered for the structure to hold.
No. 15 Pa.C.S. § 8853(h) labels the charging order the exclusive remedy, but § 8853(c) still lets a court foreclose the lien and force a sale of the interest, and § 8853(f) goes further for single-member LLCs specifically — a foreclosure purchaser can become a full member with control rights. This is a real, statute-level weak point that's a major reason owners layer a Wyoming parent above a Pennsylvania entity.
Bottom line: Pennsylvania's Certificate of Organization stays quiet on ownership, but the organizer line and the brand-new 2025 Annual Report both surface a name — so genuine, lasting privacy here depends on a Wyoming holding LLC standing in for both.