Starting an LLC in Pennsylvania
The limited liability company (LLC) is a popular form of business entity for both seasoned business people and first-time entrepreneurs. Beyond registering with the state, what are the essential documents for a new Pennsylvania LLC? This post discusses the document we, at Concerto Law, believe are the most important.
Certificate of Organization.
Without a doubt, the Certificate of Organization is an essential document. To officially register your LLC in Pennsylvania, you must file a Certificate of Organization (Pennsylvania Form DSCB:15-8821) with the Department of State.
This document contains basic identifying information about your LLC, such as the name of your company, the registered agent (if needed), the date when the Certificate of Organization becomes effective, the names and contact information for all of the LLC’s organizers, and other relevant information. The organizer of the LLC signs this form. You only need one organizer but if all of the owners want to sign it, they can.
At the same time you submit the Certificate of Organization, you must also submit the Docketing Statement (Pennsylvania form DCSB: 15-134A).
If you file through Pennsylvania’s One-Stop Shop online portal, you complete the Certificate of Organization and Docketing Statement in a single transaction. This means you won’t notice that you are filing two forms. If you file by paper, you must file the Docketing Statement. If you do not, the State will reject the filing.
The Docketing Statement asks for more identifying information, such as the contact information for the person responsible for the LLC’s tax reports, your tax identification number (EIN), the date your fiscal year ends, and a description of your LLC’s business activities.
While not required by law, an Operating Agreement can be the most important agreement of your LLC. This is especially true if your LLC has multiple owners.
Your LLC’s Operating Agreement sets the owners’ expectations about how the company will operate.
- How will you split profits and losses?
- How many votes does each owner have?
- How does an owner leave the company and cash out his or her investment?
- Can owners simultaneously operate competing businesses?
- Are owners required to contribute money when the business needs more cash?
- and much, much more.
Tax Identification Number (EIN)
Most LLC obtain a tax identification number. You must obtain one if you hire employees or collect sales tax or several other reasons. For single-member LLC, many obtain a tax identification number so they do not have to give out their social security number.
Independent Contractor Agreements
Many new businesses lack the capacity to hire full-time employees. Usually, the owners perform all of the services and rely on contractors for small projects or outsourced jobs (such as IT or bookkeeping services). Any business, including an LLC, should use independent contractor agreements when relying on outsourced work, particularly when the work involves producing the product or service the LLC sells.
The independent contractor vs. employee designation is tricky. My article here provides more information on this topic.
As your business grows, you will need many other legal documents to will protect your business. For example, confidentiality agreements, employee handbooks, business plans to obtain loans, etc. I recommend you find an attorney with whom you are comfortable working and establish a relationship early so when you need a document right now the attorney will know your business and be able to deliver.
The only way to ensure that you have the necessary documents in place to successfully start and maintain your LLC is to seek the help of an experienced Pennsylvania business attorney.
Concerto Law enjoys establishing long-term relationships with businesses and serving as your go-to firm for important business documents. Call us today at (814) 706-1288.