Formal Filing Requirements
The formal filing requirements vary across jurisdictions but there are some similarities between them. For instance, all states pretty much require Articles of Incorporation (or a Certificate of Incorporation for all corporate formation. Regarding LLCs, the states require the filing of Articles of Organization or Certificate of Formation.
In Pennsylvania, a corporation must file the Articles of Incorporation form as well as a Docketing Statement. 💡 What is the purpose of the Docketing Statement?
In Pennsylvania, a limited liability company must file a Certificate of Organization form as well as a Docketing Statement. Note the Docketing Statement is the same regardless of the entity structure. It must be filed by all new entities.
If a company would like to be a benefit corporation or company, Pennsylvania requires that it complete a special section on the Articles of Incorporation or the Certificate of Organization form. As a note, Pennsylvania also requires an annual report type filing (which has a filing fee attached to it, sadly). Here is the form for corporations and here is the form for LLCs.
Here is a great infographic from the Pennsylvania Entrepreneur’s Guide:
| Type | State Forms | Non-State Forms (these are not required to be filed or drafted) | Name Registration. See “Business Name” |
|---|---|---|---|
| Sole Proprietorship | No state form required | none | If fictitious name: file form 54-311-Application for Registration of Fictitious Name. |
| Partnership | No state form required | Internal rules are called the partnership agreement | If fictitious name: file form 54-311-Application for Registration of Fictitious Name. |
| Type | State Forms | Non-State Forms (these are not required to be filed or drafted) | Name Registration. See “Business Name” |
|---|---|---|---|
| Limited Partnership(LP) | Form 15-8511 – Certificate of Limited Partnership | Internal rules are called the Partnership Agreement | Business name is registered in the same documents for establishing the LP, LLP, LLC, corporation or S-corp.
However, if planning on doing business under a different name, than the legal name of the business (exact name listed on the respective form to create the LP,LLP, LLC, or corporation), then must file form 54-311 – Application for registration of fictitious name. See “Business Name” for more information. contact the Pennsylvania Department of State with specific questions regarding when an LP, LLP, LLC, or corporation would need to file a fictitious name. |
| Limited Liability Partnership (LLC) | Form 8201a – Registration Limited Liability Partnership | Internal rules are called the Partnership Agreement. | |
| Limited Liability Company (LLC) | Form 15-8821- Certificate of Organized Domestic Limited Liability Company, Docketing Statement | Internal rules are called the operating agreement. | |
| Corporation | Form 15-306-7102 – Articles of Incorportation Docketing Statement |
Internal rules are called Bylaws | |
| S corporation | Same documents as corporations, plus also file the following: IRS FORM 2533, and PA FORM REV-1640 | Same Documents as corporation |
It is helpful to already have the company’s federal Employer Identification Number (EIN) when completing these documents. An EIN is always 9 digits and will be the number that the IRS associates with the entity. Form SS-4 can be completed online and there is no fee. Look at the form. 💡 Which question(s) do you think a client will need help answering or may not have the information to answer upon starting up?
Of note, changes to the responsible party, address or location triggers a filing of a Form 8822-B. A change in responsible party must be reported to the IRS within 60 days of the change.
Some other helpful information about EINs can be found on the IRS Form SS-4 instructions page:
Reminders
Apply for an EIN online. For applicants in the U.S. or U.S. Possessions, you can apply for and receive an EIN free of charge on IRS.gov See how to Apply for an EIN, later.
File only one Form SS-4. Generally, a sole proprietor should file only one Form SS-4 and needs only one EIN, regardless of the number of businesses operated as a sole proprietorship or trade names under which a business operates. However, if a sole proprietorship incorporates or enters into a partnership, a new EIN is required. Also each corporation in an affiliated group must have its own EIN.
EIN applied for, but not received. If you don’t have an EIN by the time a return is due, write “Applied For” and the date you applied in the space shown for the number. Don’t show your SSN as an EIN on returns. If you don’t have an EIN by the time a tax deposit is due, send your payment to the Internal Revenue Service Center for your filing area as shown in the instructions for the form that you are filing. Make your check or money order payable to the “United States Treasury” and show your name (as shown on Form SS-4), address, type of tax, period covered, and date you applied for an EIN.
