How to form an LLC in Pennsylvania

Overview

The filing

File the Certificate of Organization (Form DSCB:15-8821) with the Pennsylvania Department of State, Bureau of Corporations. Required elements:

• LLC name containing "Company", "Limited", "Limited Liability Company", or an abbreviation thereof
• Registered office street address in Pennsylvania (or a Commercial Registered Office Provider)
• Organizer signature
• Optional: effective date, management structure, professional-LLC designation

A signed docketing statement (DSCB:15-134A) accompanies the certificate. Online filings are typically approved in 7 to 10 business days. The Pennsylvania Department of State business forms library lists every variant of the DSCB-15 family, including the professional-LLC form and the benefit-company addendum.

The $7 annual report is genuinely cheap, but the deadline is new and easy to miss. Three consecutive misses trigger administrative dissolution under the amended Title 15; set a September calendar reminder the day you organize.

Ongoing obligations, what changed

Before 2024: Pennsylvania LLCs filed a decennial report every ten years (years ending in 1). No annual report existed for most domestic LLCs.

Starting in 2025: every domestic and foreign filing entity, including LLCs, must file an annual report with a $7 fee (free for nonprofits). The filing deadline for domestic LLCs is September 30 (corporations are due June 30, and LPs/LLPs are due December 31). The old decennial is effectively absorbed into the annual cadence.

Missing the annual report for three consecutive years can trigger administrative dissolution. The Pennsylvania annual report FAQ is the authoritative source for the current schedule and for the penalty timeline; those details moved during the rollout and will likely shift again as the new regime settles.

Taxation

Pennsylvania's Corporate Net Income Tax is scheduled to drop each year, reaching 4.99% by 2031. Pass-through LLCs (partnerships, disregarded entities) do not pay CNIT; members owe Pennsylvania personal income tax at a flat 3.07% on their share. The Pennsylvania Department of Revenue business taxes page keeps the year-by-year CNIT rate schedule current.

Pennsylvania also imposes local business privilege / mercantile taxes in many municipalities (Philadelphia's BIRT is the most famous). If you are operating in Philadelphia, verify your obligations separately with the City of Philadelphia Department of Revenue; the BIRT hits revenue and net income both, and the combined rate is materially higher than the statewide CNIT.

EIN and federal setup

After the state filing clears, apply for a federal Employer Identification Number through the IRS EIN application. Pennsylvania uses the federal EIN as the basis for state tax registration through the myPATH portal, and separately requires the PA-100 enterprise registration form for sales, employer withholding, and unemployment-tax accounts.

When Pennsylvania makes sense

Pennsylvania is a reasonable home state for founders operating in the state. The $7 annual is genuinely cheap, and the CNIT step-down improves every year. It is almost never chosen as a formation state by non-resident founders; the local tax patchwork alone makes it more expensive than Wyoming or Delaware for a business with no Pennsylvania nexus.

Source

• Pennsylvania Department of State, Bureau of Corporations: https://www.dos.pa.gov/BusinessCharities/
• Pennsylvania Department of Revenue, Corporation Taxes: https://www.revenue.pa.gov/TaxTypes/CorporationTaxes/Pages/default.aspx
• IRS EIN application: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online