Articles of Organization
In any Pennsylvania LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Pennsylvania Department of State, Corporations Bureau for filing. State law requires that certain information be included in your articles of organization for your Pennsylvania LLC formation. This information must include:
- The LLC name
- The address, including street and number, if any, of its initial registered office in this Commonwealth
- The name and address, including street and number, if any, of each of the organizers
- A statement as to whether a member’s interest in the company is to be evidenced by a certificate of membership interest
- A statement as to whether the management of the company is vested in a manager or managers
- If the certificate of organization is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date
- A statement as to whether the company is a restricted professional company, including a brief description of the restricted professional service or services to be rendered by the company
- Any other provisions for internal regulations which the members elect to set out
Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Bureau of the Department of State. The filed document must include a signature by one or more members.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Department of State along with the month, day and year of filing.
Additionally, a Pennsylvania LLC formation generally requires inclusion and/or considering of the following:
Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
A LLC must have one or more members. Requirements:
- Minimum Number of Members: One or more
- Eligibility Requirements:
- Procedure for Membership: The member may acquire an interest in the LLC either
- In proportion to their contribution or
- Otherwise in accordance with the operating agreement of the company
Resignation of Membership
Certain prohibitions exist surrounding the ability of a member to resign from the company.
- A member may not resign from a limited liability company except in accordance with the articles of organization
- A member may not resign until all liabilities have been paid and sufficient property exists to pay them
- A member may not resign unless consent of all members is provided
- A member may not resign except in accordance with the operating agreement of the LLC unless the operating agreement is silent and if so, a member must give 6 months prior notice
- A member may not resign except upon dissolution of the LLC
A member of a limited liability company may have the limited liability company dissolved and its affairs wound up when:
- The member rightfully but unsuccessfully has demanded the return of his or its contribution or
- The other liabilities of the limited liability company have not been paid, or the limited liability company property is insufficient for their payment and the member would otherwise be entitled to the return of his or its contribution
The contributions of a member to the LLC may consist of cash, tangible or intangible property, services rendered or a promissory note or other obligation to contribute cash or tangible or intangible property or to perform services.