Like many business owners, you probably spent a good deal of time planning the details of your Pennsylvania business, including deciding on forming a limited liability company (LLC) as your business’s entity structure. Many people think that filing the Certificate of Organization to form your LLC are the final steps of the process, when in reality, it’s just the beginning. Staying state compliant is a job that continues throughout the life of your business, and one of those tasks is to update the state when you make certain changes to your Pennsylvania LLC’s information. This means that you’ll need to amend your LLC’s Certificate of Organization.
If this sounds a little scary, don’t worry, we’re here to help. Read on to learn about the amendment process in Pennsylvania and how we can make this task easy.
What is a Pennsylvania Certificate of Organization?
The Pennsylvania Department of State requires businesses to file a Certificate of Organization to register the LLC so it can legally operate within the state. The Certificate of Organization needs to include:
- The name of the LLC
- LLC’s registered office
- Name of organizer(s)
- Effective date of Certificate of Organization
The Certificate of Organization can include additional provisions as long as the provisions don’t conflict with the Operating Agreement.
Haven’t formed your Pennsylvania LLC yet? No problem. Head over to our Pennsylvania LLC formation page to get started.
Step 1: Determine whether you need to amend your Pennsylvania Certificate of Organization
The Department of State uses the information you provide about your LLC in the Certificate of Organization for a variety of purposes, including:
- Public information for contact purposes
- Name and address of your registered agent to receive service of process
- Compliance and auditing purposes
Thus, keeping the state informed when changes occur prevents your LLC from facing difficulties down the road.
Upon request, the Pennsylvania Department of State issues a Certificate of Subsistence to properly registered LLCs. This document confirms your LLC exists and is in compliance with federal, state, and local laws. Many states refer to this as a Certificate of Good Standing. You might need a Certificate of Sustenance if you wish to:
- Register to do business in another state or country
- Secure funding, obtain loans, establish credit, or seek grantors to raise funds
- Open a business bank account
- Apply for a credit or debit card
The inability to obtain a Certificate of Sustenance limits your LLC’s ability to expand its operations and raise capital in the future.
Step 2: Gather required information to file your Pennsylvania Certificate of Amendment
A Pennsylvania LLC must inform the Department of State when the information contained in its Certificate of Organization becomes inaccurate. You do this by filing a Pennsylvania LLC Amendment. The amendment can delete or alter the provisions of the original Certificate of Organization. An amendment can also add provisions that could’ve been included in the original Certificate of Organization.
The information you need to provide on the Pennsylvania LLC Amendment to receive approval from the Pennsylvania Department of State includes:
- The exact name of the LLC as it’s shown on Department records
- The date of filing of the original Certificate of Organization
- The current address of the LLC
- The amendment itself
- The effective date of the Certificate of Amendment
- Signature by an authorized representative
- A completed Docketing Statement form
- Any necessary governmental approval documents
Step 3: File your Pennsylvania LLC amendment
The Certificate of Amendment form is provided online and contains the most up-to-date filing fee.
If you only need to change your registered agent information, Pennsylvania provides a separate Change to Registered Office filing. This allows you to make the change without going through the entire amendment process. Your Certificate of Amendment must then be filed with the Pennsylvania Department of State online or by mail to the Pennsylvania Department of State’s office in Harrisburg.
If you’re looking for help filing an amendment, we have a range of compliance services, including an amendment filing service specifically designed for these occasions.
Pennsylvania Restated Certificate of Organization vs. Certificate of Amendment
Pennsylvania provides LLCs the option to file a Restated Certificate of Organization instead of a Certificate of Amendment by checking a box on the Certificate of Amendment form.
The Pennsylvania Articles of Amendment amends the initial Certificate of Organization, which ultimately remains in effect. Alternatively, the Restated Certificate of Organization serves to replace the original Certificate of Organization in its entirety.
If you opt for the Restated Certificate of Organization, be sure to include a statement that the Restated Certificate of Organization supersedes the original Certificate of Organization and all earlier amendments.
Amendment issues can be confusing and tedious, but you don’t have to face these issues alone. We can make this easier with our Worry-Free Compliance service to help you stay compliant with state requirements including amendments, annual report filing, and much more.
Pennsylvania Certificate of Amendment vs. Statement of Correction
Pennsylvania provides a Statement of Correction form that allows you to correct any inaccuracies in a filing that has been accepted by the Department of State. Unlike the Certificate of Amendment, the Statement of Correction does not make substantive changes to the contents of your Certificate of Organization, but only corrects information that was noted incorrectly.
Let us help keep your Pennsylvania LLC compliant
Keeping the state and public up to date on any changes to your LLC is crucial to the success of your business. So don’t let your LLC fall out of compliance. We are here to help make things easier for you.
We will provide the assistance you need along the way. With our Worry-Free Compliance, Pennsylvania registered office, and amendment services, we can help you form, operate, and maintain your Pennsylvania LLC and avoid falling out of good standing.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Certificate of Organization in Pennsylvania?
Pennsylvania doesn’t require you to hire an attorney to review your Certificate of Amendment before it’s filed. However, if you run into legal issues or have legal questions about your business, it’s a wise idea to seek advice from a legal professional before making any big moves.
- What business changes can be reported in a Pennsylvania LLC Certificate of Amendment form?
Any additions, deletions, or revisions to the information in a Pennsylvania LLC’s original Certificate of Organization may be reported in a Certificate of Amendment form.
- Are Pennsylvania LLC Certificates of Amendment the same as annual reports?
No. Pennsylvania requires LLCs to submit a decennial report every 10 years during numbers that end in 1, regardless of whether or not the LLC made changes to information contained in the Certificate of Organization. The failure to file your report can also result in your business losing its good standing status.
- How long does it take to file an LLC Certificate of Amendment in Pennsylvania?
Pennsylvania requests 10 to 15 business days for the processing of online filings. This timeline can increase depending on the workload of the office.
- What will I receive from the State of Pennsylvania when the Certificate of Amendment is filed?
The Certificate of Amendment form provides spaces at the top of the document to indicate whether you want the return document sent to a physical address by mail or sent by email.