Single-Member LLC in Pennsylvania (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 20, 2026 · Last updated Aug 20, 2026

To form a single-member LLC in Pennsylvania you file the Certificate of Organization (Form DSCB:15-8821) with the Pennsylvania Department of State and pay a $125 filing fee. You must list a Pennsylvania registered office or a Commercial Registered Office Provider. Every Pennsylvania LLC now files an annual report between January 1 and September 30 for $7; the requirement began January 1, 2025.

What a Single-Member LLC Is in Pennsylvania

A single-member LLC (SMLLC) in Pennsylvania is a limited liability company with exactly one owner, called a member. Like any LLC, it is a separate legal entity, and that separateness is what shields the owner's personal assets from business debts and claims. Pennsylvania LLCs are governed by Title 15 of the Pennsylvania Consolidated Statutes, and filings are handled by the Bureau of Corporations and Charitable Organizations within the Pennsylvania Department of State. Unlike a sole proprietorship, which is legally indistinguishable from its owner, the SMLLC exists as its own legal person from the moment the state accepts its formation document.

For federal tax purposes the IRS treats a single-member LLC as a disregarded entity by default: the company files no separate federal income tax return and its income and expenses appear on the owner's Schedule C (or Schedule E or F, depending on the activity) with Form 1040. The owner is self-employed and owes self-employment tax on net earnings. An SMLLC may instead elect corporate treatment on Form 8832 or S-corporation treatment on Form 2553.

How to Form a Pennsylvania Single-Member LLC

Formation is a short sequence, and the order matters because later steps depend on earlier ones.

1. Choose a compliant name. The name must contain "company," "limited," or "limited liability company," or an abbreviation such as "LLC" or "L.L.C.," and must be distinguishable from names already on the Department of State's records. Check availability in the Pennsylvania business entity search and confirm it does not conflict with a federal trademark. Name reservation is optional and carries its own fee.
2. Designate a registered office. Pennsylvania uses the term registered office rather than registered agent. You must list a Pennsylvania street address, or instead name a Commercial Registered Office Provider (CROP) whose county stands in for a street address. See the Pennsylvania registered office rules.
3. File the Certificate of Organization. File the Certificate of Organization (Form DSCB:15-8821) with a Docketing Statement, online through the Department of State's business filing services or by mail. The filing fee is $125.
4. Adopt an operating agreement. Pennsylvania does not require one and does not file it, but a written operating agreement documents ownership, management, and transfer rules, and helps demonstrate that the LLC is a real, separate entity.
5. Get an EIN and register for taxes. An EIN is free from the IRS and required if you hire employees or elect corporate treatment; most banks want one regardless. Then register with the Pennsylvania Department of Revenue for sales tax and employer withholding if either applies.

Pennsylvania SMLLC Fees (2026)

The table lists the state charges most single-member LLCs meet. Each is set by the Commonwealth, not by a filing service, and the current schedule is published by the Department of State.

Expedited service and certified copies carry separate charges on the Department of State's fees and payments schedule. For a full cost breakdown see how much a Pennsylvania LLC costs.

The Pennsylvania Annual Report

Pennsylvania replaced its old decennial report with a true annual report, and the requirement began on January 1, 2025. Domestic and foreign LLCs file between January 1 and September 30 each year and pay a $7 fee; entities with a not-for-profit purpose pay nothing. The report confirms the entity name, jurisdiction, registered office, principal office, at least one governor (member or manager), and the entity number.

This is the compliance item most likely to catch an owner who formed a Pennsylvania LLC years ago under the decennial regime. Missing the annual report can eventually lead to administrative dissolution and loss of the exclusive right to the entity name, so calendar it the moment you form. Details and the current filing window are on the Department of State's annual reports page; see also the Pennsylvania annual report guide.

How a Pennsylvania SMLLC Is Taxed

Federal

As a disregarded entity the SMLLC reports on the owner's personal return, usually Schedule C, and the owner pays income tax at individual rates plus self-employment tax of 15.3% on net earnings, computed on Schedule SE. Because no one withholds, the owner generally makes quarterly estimated payments with Form 1040-ES. An SMLLC that elects corporate treatment files Form 1120, or Form 1120-S as an S corporation.

Pennsylvania

Pennsylvania levies a flat-rate personal income tax on eight enumerated classes of income, administered by the Department of Revenue. A disregarded SMLLC's business profit is reported by the owner as net profits from a business, profession, or farm. Pennsylvania's personal income tax notably does not allow a federal-style standard deduction, and it treats losses more restrictively than the federal rules, so the state result can differ from the federal one. Confirm the current rate and class rules on the Department of Revenue's personal income tax page. If you sell taxable goods or services you also need a Pennsylvania sales tax license, and Philadelphia and Pittsburgh impose their own local business taxes. See Pennsylvania LLC tax filing.

Keeping the Liability Shield Intact

A single-member LLC is the structure most often attacked as an "alter ego" of its owner, precisely because one person controls everything. Courts look at whether the company was treated as a real, separate business. Keep a dedicated business bank account, never pay personal expenses from company funds, sign contracts in the LLC's name and in your capacity as member, keep the registered office current, and file the annual report on time. Adequate capitalization and business insurance also matter.

Understand what the shield does and does not cover. It protects you from the company's debts; it does not protect you from your own negligent acts, from taxes you are personally responsible for collecting or withholding, or from obligations you personally guarantee — and a lender will very often ask a single-member LLC's owner for a personal guarantee. Treat the guarantee, not the entity, as the real exposure in those deals.

Closing a Pennsylvania Single-Member LLC

When the business ends, close it properly rather than walking away. Wind up affairs by paying or providing for debts, collecting receivables, and distributing anything left to yourself as the sole member. File final federal and Pennsylvania returns, close sales tax and withholding accounts, and send the IRS a letter to close the business account tied to the EIN. Then file the dissolution document the Department of State prescribes for LLCs.

Abandoning the entity instead leaves the annual report obligation, the registered office, and any tax accounts running, and unresolved tax debts can survive dissolution. See how to dissolve an LLC in Pennsylvania and the national dissolution guide for the full sequence.

Frequently Asked Questions

How much does it cost to form a single-member LLC in Pennsylvania?

The Certificate of Organization filing fee is $125, paid to the Pennsylvania Department of State. A federal EIN is free. Every Pennsylvania LLC also files a $7 annual report each year. Optional name reservation costs $70, and expedited service carries an extra charge.

What form creates a Pennsylvania LLC?

The Certificate of Organization, Form DSCB:15-8821, filed with the Bureau of Corporations and Charitable Organizations at the Pennsylvania Department of State, together with a Docketing Statement. Most filers submit it online through the Department of State's business filing system.

Does a Pennsylvania LLC file an annual report?

Yes. Pennsylvania's annual report requirement began January 1, 2025, replacing the old decennial report. Domestic and foreign LLCs file between January 1 and September 30 each year and pay $7. Entities with a not-for-profit purpose pay no fee.

Does Pennsylvania require a registered agent?

Pennsylvania uses the term registered office rather than registered agent. You list a Pennsylvania street address for the LLC, or you may instead name a Commercial Registered Office Provider whose county substitutes for that address on the record.

How is a Pennsylvania single-member LLC taxed?

By default the IRS disregards it, so profit is reported on the owner's Schedule C with Form 1040 and is subject to 15.3% self-employment tax. Pennsylvania taxes the profit as net profits from a business under its flat-rate personal income tax. Corporate or S-corp treatment can be elected.

Is an operating agreement required in Pennsylvania?

No. Pennsylvania does not require a written operating agreement and does not file it with the state. A written agreement is still strongly recommended for a single-member LLC because it documents that the company is a real, separate entity and supports the liability shield.

Related

• How to form an LLC (cluster hub)
• How to form an LLC in Pennsylvania
• Pennsylvania registered office requirements
• Pennsylvania operating agreement
• How much does a Pennsylvania LLC cost?
• Pennsylvania annual report
• Pennsylvania LLC tax filing
• Sole proprietorship in Pennsylvania
• How to dissolve an LLC in Pennsylvania
• How to get an EIN
• LLC operating agreement
• S-corp vs LLC
• Business and legal glossary

Sources

2. Pennsylvania Department of State — Fees and Payments ($125 Certificate of Organization; $70 name reservation).
4. Pennsylvania Department of State — Annual Reports ($7 LLC fee; Jan 1 – Sep 30 window; requirement began Jan 1, 2025).
6. Pennsylvania Department of State — Pennsylvania Limited Liability Company.
8. Pennsylvania Department of State — Form DSCB:15-8821, Certificate of Organization (PDF).
10. Pennsylvania Department of State — Commercial Registered Office Providers.
12. Pennsylvania Department of State — Business filing system (online filing).
14. Pennsylvania Department of Revenue — Personal Income Tax.
16. IRS — Single Member Limited Liability Companies (disregarded-entity default).
18. IRS — Limited Liability Company (LLC) (federal tax classification).
20. IRS — Get an Employer Identification Number (EIN) (free from the IRS).
22. IRS — About Schedule C (Form 1040), Profit or Loss From Business.
24. IRS — About Form 1040-ES, Estimated Tax for Individuals.
26. IRS — About Form 8832, Entity Classification Election.
28. IRS — About Form 2553, Election by a Small Business Corporation.
30. IRS — About Form 1120-S (S corporation return).
32. IRS — Canceling an EIN — Closing Your Account.
34. IRS — Publication 334, Tax Guide for Small Business.
36. Cornell Legal Information Institute — Disregarded entity (Wex).
38. Cornell Legal Information Institute — Limited liability company (LLC) (Wex).

LegalGlass provides general information for educational purposes and is not legal advice, is not a law firm, and is not a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Pennsylvania Department of State and the Pennsylvania Department of Revenue before acting.