The initial filing fee in Pennsylvania is $125. Pennsylvania requires a decennial report to be filed every ten years in years ending with the numeral "1" (e.g., the next decennial reports are due in the calendar year 2021, on the anniversary of initial filing). The decennial report filing fee is currently $70. Pennsylvania LLCs organized to render restricted professional service(s) (i.e., chiropractic, dentistry, law, medicine & surgery, optometry, osteopathic medicine and surgery, podiatric medicine, public accounting, psychology, and veterinary medicine) in existence on December 31 of any year are required to file a Certificate of Annual Registration and pay an annual fee of $500, for each member who was licensed to practice the professional service rendered by the company on December 31; and had a principal residence in Pennsylvania on December 31.
Choosing a Name
The name of every limited liability company must include a designator "limited liability company"(or an abbreviation thereof, e.g., "LLC" or "Ltd. Liability Co.") after the business name. A limited liability company name may not express or imply a purpose to engage in activities as a governmental agency. A limited liability company filing a Certificate of Organization is granted the exclusive use of its name. Limited liability companies may not assume any name the same as, or that is not distinguishable from, the name of any other previously registered corporation, foreign corporation, limited partnership or limited liability company or limited liability partnership. (This only prevents others from filing a business entity with the same name and does not afford trademark protection). Prior written approval of certain professional and occupational boards or commissions of the Bureau of Professional and Occupational Affairs (BPOA) must be obtained when registering a name of a limited liability company which contains words implying that the proposed LLC is engaging in the practice of a profession or occupation which is regulated by the BPOA (i.e., chiropractic, dentistry, law, medicine & surgery, optometry, osteopathic medicine and surgery, podiatric medicine, public accounting, psychology, and veterinary medicine). In addition, there are certain words, which would imply that an LLC is an educational institution, a bank or other financial institution, an insurer or reinsurer, or a public utility corporation that are restricted unless the filer obtains the prior written approval of the State Board of Education, the Department of Banking, the Insurance Department or the Public Utility Commission/Federal Energy Regulatory Commission
LLC's must have a registered office address in Pennsylvania. An actual street or rural route box number must be used as an address. A P.O. Box alone is not acceptable. State agencies use the registered office address to send important legal and tax documents. The registered office address also receives services of process should the LLC become a party in a legal action, like a lawsuit or summons.
Single-Member and Multi-Member LLC's
Single-Member LLC's simply have just one member, and the Operating Agreement is a document giving the one member the rights to make all the decisions and retain all the earnings. Multi-Member LLC's have more than one member. In a multi-member LLC each member should understand that as members you have differing interests, if not potential or actual conflicts of interest, regarding decision making and distribution of earnings. Consequently, law firms cannot represent multi member LLC members individually, but only the company. However, to effectively prepare the documents, law firms will want to feel free to discuss with each member any information or confidences obtained from the members that relate in any way to the Operating Agreement (e.g., decision making powers and distribution percentages) or the company. Although members in multi member LLCs may each have differing interests, in amicable circumstances, the use of one attorney or firm can assist in developing a coordinated, overall plan, encourage the resolution of possible differing interests and, of course, produce cost savings and efficiencies. For multi member LLCs law firms will initially send out a conflicts letter for the members review and signatures.
How Limited Liability Companies Report Pennsylvania Income
The owner of a single-member LLC reports its income and expenses using PA Schedule C (Profit or Loss from Business or Profession). The owner of a single-member LLC that owns and operates a rental property reports its income and expenses using PA Schedule E (Rents and Royalty Income (Loss)). LLCs classified as partnerships for federal income tax purposes are required to file PA-20S/PA-65 Information Returns and provide each PA resident partner with PA Schedule RK-1 and each nonresident partner with PA Schedule NRK-1. LLCs that elect to be classified as corporations for federal income tax purposes are subject corporate net income tax, reported on the Corporate Tax Report (RCT-101).
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