Why a Pennsylvania LLC?
PULLCA aligns Pennsylvania with the Uniform LLC Act but adds local twists: registered office requirements, benefit company overlays, restricted professional registrations, and the brand-new $7 annual report. Compared to corporations, LLCs avoid CNIT unless they elect corporate taxation and are not subject to CNIT minimums—ideal for most local operators.
Best-fit scenarios
- PA-based founders needing a Business Registration Certificate for state/local contracts.
- Real estate investors holding property in Allegheny or Philadelphia counties; no foreign authority hassle.
- Professional practices eligible for LLC/PLLC structures but not required to form PCs.
- Mission-driven ventures electing benefit company status under §§ 8891–8898.
When a corporation might win
- VC-backed startups needing QSBS and complex stock structures.
- Professional practices restricted to PC status by malpractice carriers or boards.
- Multi-state holding companies already running Delaware C-corps with PA authority.
- Enterprises planning to elect C-corp taxation anyway to reinvest profits.
PULLCA statute map
PULLCA (15 Pa.C.S. Chapter 88) replaced the old LLC law in 2016. Knowing the structure helps you navigate default rules.
Core sections
- § 8811–8813 – Scope, definitions, formation timelines.
- § 8821 – Certificate of organization requirements.
- § 8831–8838 – Management, member admission, authority.
- § 8841–8849 – Fiduciary duties, information rights, transferable interests.
- § 8851–8860 – Dissociation, dissolution, winding up.
- § 8891–8898 – Benefit companies.
Entity flavors
- Standard member- or manager-managed LLC.
- Single-member LLC (disregarded or electing S/C corp).
- Benefit company (LLC with public benefit purpose and report).
- Restricted professional LLC requiring annual registration.
- Foreign LLC registered under Chapter 4.
Formation steps
Use the DOS online filing system or mail the forms—either way, you’ll submit DSCB:15-8821 and the docketing statement DSCB:15-134A.
Fee snapshot
- Certificate of organization: $125.
- Name reservation or fictitious name: $70 + publication for DBAs involving individuals.
- Registered office change: $5.
- Benefit company election (via certificate of organization or amendment): $125.
Operating agreement & default rules
PULLCA allows oral, written, and implied operating agreements, and even enforces some terms against the LLC without signatures. In practice, you still want each member to sign a written OA and adopt it via resolution to avoid “draft OA” disputes.
Default vs customized
| Topic | Default rule | Custom recommendation |
|---|---|---|
| Management | Member-managed; equal votes. | Specify manager authority, veto rights, supermajority thresholds. |
| Distributions | Per capita (equal) presumably if no contributions recorded. | Tie to capital accounts or preferred returns. |
| Duties | Duties of loyalty/care; hard to waive entirely. | Clarify safe harbors, conflict procedures, non-compete boundaries. |
| Exit | Member can dissociate at will; may trigger dissolution. | Set buyout formulas, drag/tag, deadlock resolution. |
Information rights
§ 8849 gives broad inspection rights—members may demand records related to the LLC’s activities. Tailor procedures in the OA to protect confidential data while complying with the statute.
Benefit companies & restricted professional LLCs
Benefit companies
- Elect status via certificate of organization or amendment stating the LLC is a benefit company.
- Must pursue general public benefit and may list specific benefits (environment, low-income communities, etc.).
- Annual Benefit Report (DSCB:15-8898) filed with DOS, fee $70, and posted publicly if LLC has a website.
Restricted professional services
- Professions: chiropractic, dentistry, law, medicine/surgery, optometry, osteopathic medicine, podiatry, public accounting, psychology, veterinary medicine.
- Must file Certificate of Annual Registration (DSCB:15-8221/8998) by April 15 each year, fee per professional; liens attach if unpaid.
- Consider PLLC vs PC depending on licensing board guidance.
Tax treatment & CNIT planning
Pennsylvania taxes LLCs based on their federal election. Default pass-through treatment subjects owners to 3.07% Personal Income Tax (PIT) on business income. LLCs electing C-corp status pay Corporate Net Income Tax (CNIT) at 8.49% in 2024, dropping annually to 4.99% by 2031.
| Structure | State tax | Notes |
|---|---|---|
| Single-member LLC (disregarded) | Owner pays 3.07% PIT on net income. | No entity-level tax but subject to local EIT/BPT where applicable. |
| Multi-member LLC (partnership) | Partners pay 3.07% PIT; file PA-20S/65. | No BAIT equivalent; track sourcing for nonresidents. |
| LLC electing S-corp | Similar to S-corp: net income flows through at 3.07% PIT; CNIT only on built-in gains. | Must file REV-976 if electing C-corp treatment instead. |
| LLC electing C-corp | CNIT 8.49% (2024) → 4.99% (2031), no franchise tax. | Useful for QSBS planning or reinvested profits. |
Annual reports & reinstatement
Beginning in 2025, all domestic and foreign LLCs must file a $7 annual report by September 30. Restricted professional filings remain separate.
| Filing | Due date | Fee | Notes |
|---|---|---|---|
| Annual report (DSCB:15-146) | Jan 1 – Sept 30; due Sept 30 | $7 | File online; failure leads to administrative cancellation starting 2027. |
| Restricted professional certificate | April 15 annually | Per-professional fee | Must list each licensed professional; liens if not filed. |
| Benefit company report | Same fiscal year as LLC | $70 | File DSCB:15-8898 and publish summary online. |
CTA / BOI & foreign companies
FinCEN’s March 26, 2025 interim rule exempts domestic Pennsylvania LLCs from BOI reporting. Foreign entities registering in PA still need to file BOI within 30 days unless exempt.
Domestic PA LLC
No BOI report required under current rule. Keep internal owner ledgers so you can comply quickly if Congress or the courts reimpose reporting.
Foreign entity registering in PA
Canadian unlimited liability company or Cayman entity registering in PA remains a “reporting company.” File BOI by April 25, 2025 (if already registered) or within 30 days (new registrations). Maintain passport/ID data and beneficial ownership percentages.
Foreign qualification checklist
- Foreign Registration Statement (DSCB:15-412) + $250 fee.
- Certificate of existence/good standing from home jurisdiction (dated within 90 days).
- Registered office/CROP appointment.
- Annual report + restricted professional filings, if applicable.
Attorney services & flat-fee packages
I guide Pennsylvania founders through PULLCA filings, operating agreements, benefit reports, restricted professional certificates, and CNIT/PIT strategy. Remote workflow, but integrated with DOS and county recording protocols.
Core PA LLC Formation
- Certificate of organization + docketing statement drafting and filing.
- Registered office/CROP coordination.
- Operating agreement tailored to single/multi-member needs.
- Initial resolutions, membership ledger, EIN/registration checklist.
- Annual report calendar + CTA watch list.
- Two revision rounds within 30 days.
Benefit / Impact Bundle
- Benefit company election language and filings.
- Operating agreement integrating public benefit metrics.
- Annual benefit report templates + DOS filing.
- Coaching on public disclosures and stakeholder governance.
Restricted Professional Package
- PLLC vs PC analysis and filings.
- Certificate of Annual Registration preparation.
- Operating agreement with board-mandated ownership/management ratios.
- Coordination with professional liability carriers and licensing boards.
DIY OA / Filing Review
- Attorney redline of client-drafted certificate + OA.
- Memo on PULLCA defaults (management, duties, exits).
- 30-minute consult + one follow-up review within 20 days.
Book a Pennsylvania strategy call
Not sure whether to elect CNIT or stay pass-through? Need to align benefit reporting with investors? Schedule a 30-minute call and I’ll map the filings, taxes, and compliance steps.