Pennsylvania LLC filing: the $125 certificate, the new $7 annual report, and the deadline that dissolves you in 2027

Every figure on this page comes from the Pennsylvania Department of State fee schedule and the Department of Revenue, or from Title 15 of the Pennsylvania Consolidated Statutes. Not from an aggregator. That matters more in Pennsylvania this year than in most, because the single most important filing fact changed recently, a lot of published guidance is still wrong about it, and getting it wrong now carries a consequence it did not carry before.

The change is the annual report. Start there, because it is the one most likely to bite an owner who set up a Pennsylvania LLC years ago and believes there is nothing to file.

The annual report that replaced the decennial filing

For decades Pennsylvania was the state where you filed almost nothing after formation. A decennial report, once every ten years, and otherwise silence. That is over.

Pennsylvania LLCs now file an annual report every year by September 30, and older guidance saying no report is due is wrong.

Act 122 of 2022 created an annual reporting requirement and repealed the decennial report. The first annual reports were due in calendar year 2025. For LLCs, domestic and foreign, the filing window runs from January 1 to September 30 each year, and the fee is $7. The report is short: the company’s name and jurisdiction, its registered office, its principal office, and the name of at least one governor, meaning for an LLC a member or manager with management authority. No financials, no revenue figures. You file it online through the Department of State’s Business Filing Services at file.dos.pa.gov, where your existing entity information prepopulates.

Beginning with the reports due in 2027, missing the annual report starts a clock that ends in administrative dissolution.

The teeth are new and worth stating plainly. There is no monetary late fee. Instead, starting with reports due in 2027, an LLC that fails to file is subject to administrative dissolution six months after the September 30 due date. A dissolved LLC loses its good standing and the exclusive right to its name, and an owner who keeps operating through a dissolved entity can lose the liability shield the company was supposed to provide. The 2025 and 2026 cycles run inside a transition period the statute required before dissolution enforcement begins, which is exactly why an owner can miss the first year or two without visible consequence and then get caught when enforcement turns on. Set the September 30 reminder now.

Forming the company

Formation is a single filing and a modest fee.

Pennsylvania forms an LLC on a Certificate of Organization, not Articles of Organization, and the fee is $125.

You create a Pennsylvania LLC by filing the Certificate of Organization, form DSCB:15-8821, with the Department of State, Bureau of Corporations and Charitable Organizations. Pennsylvania calls the document a Certificate of Organization rather than the Articles of Organization used in most states; they do the same job. The filing fee is $125, the same whether you file online or by mail. Two details trip up filers. First, the certificate must list a registered office, a Pennsylvania street address, or name a Commercial Registered Office Provider standing in for one; Pennsylvania uses “registered office” where most states say registered agent. Second, a mail filing must include the Docketing Statement, form DSCB:15-134A, in the same envelope, and the Department rejects mail filings that leave it out. Online filings fold the docketing statement into the same submission.

Pennsylvania waives the $125 formation fee for veterans, reservists, and members of the National Guard who provide proof of service with the certificate. Standard LLCs pay no other state charge to form. A professional LLC, formed by licensed professionals, carries an additional per-member charge, which should be confirmed against the Department of State’s professional-company schedule before you rely on a specific number.

Pennsylvania does not require a standard LLC to publish notice of its formation in a newspaper. That distinguishes it from New York and Nebraska, where publication is a condition of forming or operating, and it is one less cost and step here.

What you pay the state over time

The recurring state cost of a Pennsylvania LLC is small, and one line that used to appear is gone.

The recurring state cost of a Pennsylvania LLC is the $7 annual report, because the franchise tax was eliminated after 2015.

Pennsylvania eliminated its capital stock and foreign franchise tax for tax years beginning after December 31, 2015. An LLC taxed as a pass-through files no RCT-101 and pays no net-worth tax to the state. If you find guidance saying a Pennsylvania LLC owes franchise tax and files the RCT-101, it predates the elimination and no longer applies to a pass-through LLC. What remains is the $7 annual report and whatever income tax flows through to the members, covered on the structure and cost page: a flat 3.07 percent personal income tax on pass-through profit, the corporate net income tax only if the LLC elected C-corporation treatment, and Philadelphia and local taxes where they apply.

Foreign registration, changes, and winding down

An LLC formed in another state that does business in Pennsylvania registers here as a foreign entity, and once registered it files the same September 30 annual report as a domestic LLC. The internal-affairs rule on the structure and cost page governs which state’s law runs the company; registration is what makes it lawful to operate in Pennsylvania, not a change of governing law.

Amendments to the certificate, changes of registered office, and similar updates are filed with the Department of State on the corresponding forms. When you close a Pennsylvania LLC, wind it up and file the appropriate termination, and do it by the book: as the protection page notes, a properly dissolved Pennsylvania LLC that invokes the two-year claim-bar under 15 Pa.C.S. § 8875 can cut off late claims, including alter-ego claims, that a sloppy shutdown would leave open. Dissolution done correctly is a protection, not just paperwork.

Why the sourcing matters

One habit runs under this whole page, and it is worth naming because it is a large part of what this site is for.

A figure that three websites agree on can be three copies of one outdated fact, which is why every number here traces to the state’s own source.

The Pennsylvania annual report is the clearest example on the site right now. For years the correct answer was that Pennsylvania LLCs filed nothing annually, and countless pages still say so, because they were right when written and never updated. An owner who trusts one of them will miss a filing that, from 2027, dissolves the company. Every figure on this page is dated, comes from the Department of State, the Department of Revenue, or the statute, and carries the verification date below. When a fee or a rule changes, the fix is to read the state’s own schedule again, not to average what the aggregators say.

The bottom line

A Pennsylvania LLC forms on the Certificate of Organization, form DSCB:15-8821, for $125, waived for veterans, with no newspaper publication required.

The annual report is new: $7, due September 30, first filed in 2025, replacing the old decennial report, and older guidance saying no annual filing is due is wrong.

Missing the annual report carries no fine, but starting with 2027 reports it triggers administrative dissolution six months after the due date.

Pennsylvania has no LLC franchise tax after 2015, so the recurring state cost is the $7 report plus pass-through income tax at 3.07 percent.

A foreign LLC operating in Pennsylvania registers here and then files the same September 30 annual report, and a Pennsylvania LLC should be wound down by the book to close off late claims.

What this page does not cover

This page is about fees, forms, and deadlines. How creditors reach a member’s interest and the state’s thin exemptions are on the protection page. The default governance rules and the limits on your operating agreement are on the governance page. Where the entity lives, the missing series LLC, the realty transfer tax, and the state tax picture are on the structure and cost page.

Last verified August 2026.