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