Company Formation Services
LLC Registration
Pennsylvania (USA)

Company Formation Services
Benefits of Pennsylvania LLC

USA State of Pennsylvania
Limited Liability Company (LLC)

Incorporation Services

Although the LLC is not a Corporation, it provides many of the same benefits as a Corporation. This is another option that is often attractive to small businesses because it provides the limited liability benefits of a Corporation with the “pass-through” taxation of a sole proprietorship or partnership. In addition, unlike a Corporation, members of an LLC have the ability to control other members’ ability to transfer ownership by voting power of their membership.

Finally, the ownership restrictions subject to S-Corporations are not applicable to the LLC making this structure ideal for foreign investors.

If you are not a US citizen a Pennsylvania Company may be one of the best tools available to protect your assets, increase your privacy and reduce your tax burden.

U S A
State Of Pennsylvania
Limited Liability Company (LLC)

About Pennsylvania

Pennsylvania, officially Commonwealth of Pennsylvania, constituent state of the United States of America, one of the original 13 American colonies. The state is approximately rectangular in shape and stretches about 300 miles (480 km) from east to west and 150 miles (240 km) from north to south. It is bounded to the north by Lake Erie and New York state; to the east by New York and New Jersey; to the south by Delaware, Maryland, and West Virginia; and to the west by the panhandle of West Virginia and by Ohio. Harrisburg, nestled in the foothills of the Appalachian Mountains, is the capital.

Pennsylvania is classified as a Middle Atlantic state, along with New York, New Jersey, Delaware, and Maryland. Its central location on the Eastern Seaboard is sometimes said to be the source of its nickname, the Keystone State. It does not, however, touch the Atlantic Ocean at any point. Water nonetheless has been nearly as crucial in the state’s growth as the wealth of its earth. The Delaware River forms the boundary between Pennsylvania and New Jersey. In the northwest a small panhandle separates Ohio and New York and forms a 40-mile (65-km) waterfront on Lake Erie, giving the state access to the iron ore barges and other commerce of the Great Lakes.

The state has two great metropolitan areas. Philadelphia is a part of the East Coast population belt stretching from Boston to Norfolk, Virginia. It is a major harbour on the Delaware River and one of the world’s busiest shipping centres. In the west, Pittsburgh lies on the eastern edge of the great industrial region extending along the Great Lakes plains to Chicago.

Limited Liability Company (LLC)

A limited liability company formed in Pennsylvania (“LLC”) is an entity which, once properly formed and registered with the Pennsylvania Department of State, Corporation Bureau, is then controlled by its owners (called “Members”). Sometimes Members appoint a designated person or other entity to control the day to day operation of the LLC. This person or entity is then classified as the “Manager.” A Manager can be a Member but that is not necessary. If there is no Manager, then the Members control the business operations of the LLC directly.

Creating a written agreement between the Members at the time the LLC is formed is important. It should state how the Members will make decisions affecting all aspects of the LLC. A key issue to cover in the agreement is whether a simple majority or greater majority vote is required between two or more Members in order to make a binding decision on behalf of the LLC. This agreement, when placed in writing, is called an Operating Agreement. It should also govern other issues including how to value a Member’s interest in the LLC and each Member’s right to sell his individual membership interest.

Members in an LLC enjoy substantial, but not complete, immunity from personal liability for the activities of the LLC. Personal liability can still attach to individual Members under certain circumstances which would include, but not necessarily be limited to:

Failing to operate the LLC as an entity separate from its Members’ personal financial affairs. Examples of this would include commingling personal and LLC funds in bank accounts and other type of accounts;

Lack of adequate record keeping distinguishing personal activities from business activities of the LLC;

Using LLC funds to pay for personal expenses or vice versa;

Failing to require all legal documents for necessary LLC operations to be in the name of the LLC and failure of the Members to not properly sign such documents in their capacity as “Member of XYZ, LLC”;

Direct action by a Member of an LLC which actually caused loss or injury to a third party may cause the individual to be individually or jointly liable with the LLC and may certainly result in the individual being sued, whether or not liability is established.

The initial and ongoing expenses of creating and operating an LLC would include:

The state filing fees and legal fees to form and register the LLC;
The legal fees for preparing a written Operating Agreement between the Members;

Cost of preparation of a separate tax return for Pa. taxes and either a separate return or schedule for federal taxes.

Forming any business entity should involve considerable analysis. An LLC is only one type available. Others include a corporation, general partnership and limited partnership. Each offers advantages and disadvantages. Invest in some competent legal advice before creating a business entity. You may even find out that you do not need one.