Pennsylvania LLC remove member
In order to remove a member of your Pennsylvania LLC, you'll need to refer to your operating agreement and follow the procedures accordingly. Read the detail on how to remove a member in Pennsylvania.
What is an LLC?
Limited Liability Company
LLC is a business entity in the U.S that provides limited liability to its members. It has characteristics from both corporation and sole proprietorship. LLCs are permitted under State statutes of each US state.
Limited liability
Personal assets are protected for people with limited liability when they are sued.
Corporation
A business entity that can issue shares and give limited liability to shareholders.
Members
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Sole proprietorship
Where an individual engages in business activity without formal organization.
Types of LLC
Depends on the number of members and whether it has elected to change its IRS classification.
Single-member LLC
Has only a single member. IRS considers it as a sole proprietorship for tax purposes.
LLC as C-corp
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Multi-member LLC
Has two members. IRS considers it as a partnership for tax purposes.
LLC as S-corp
A special election for a maximum of 100 US shareholders.
Action
Here are step-by-step instructions:
How to remove a Pennsylvania LLC member?
Follow these 5 steps:
1. Check your operating agreement
If you have an operating agreement, check the procedure for removing a member. Follow that for the voting and transfer procedures.
2. Default Pennsylvania provisions
If you do not have an operating agreement, you will have to follow Pennsylvania's default rules as mentioned in 15-Pennsylvania Consolidated Statute § 8861
According to the default provisions, a member can be removed with the unanimous consent of all the other members.
3. File Certificate of Amendment (optional)
If you have included the names of the members in the initial certificate of organization, then you may file a certificate of amendment. Otherwise, it is not required to be filed.
4. Inform IRS
If the removed member was the responsible party with the IRS, then you will have to update the IRS with a new responsible party. In that case, you need to file Form 8822-B. You will have to notify IRS about the change in the responsible party within 60 days.
Notify within
60 days
If you are moving from a multi-member LLC to a single-member LLC, the way IRS treats you changes from a partnership to a disregarded entity. You will have to file Form 8832 to inform IRS about the change in classification
5. Update your operating agreement
Amend your operating agreement to update the names and details of the current members.
Certificate of Organization
In Pennsylvania, Certificate of Organization is the form you file with the Secretary of State to form an LLC. It contains the articles of formation for the LLC.
Filing Certificate of Organization
There are a couple of ways to file
Address
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105
Online fee
$125
Online processing time
2 - 3 days
Mailing fee
$125
Mail processing time
2 - 3 days
Note
A Docketing statement must be included while filing by mail.
Entity name
Every LLC should have a unique name in Pennsylvania. Pennsylvania maintains a list of names of entities in the state. Go through it to check if your chosen name is available.
Search for names
Go to the official website of the Pennsylvania business entity search tool to see if the name you want is available.
Searching fee
Free
Reservation
You can reserve a name for your LLC for a specific duration by paying reservation fees to the Pennsylvania bureau of corporations and charitable organizations. You will have to file your LLC formation documents within this period to keep the name. Alternatively, you can directly go ahead with the LLC formation without any reservation. That's fine too.
Reservation fee
$40
Reservation period
120 days
LLC naming guidelines
The name you choose for your LLC must the official naming guidelines.
Pennsylvania Code Title 2 §204
Visit
Here are some of the guidelines in simple language:
- 1
Must contain the term "company", "limited", or "limited liability company" or an abbreviation of one of those terms, or words or abbreviations of like import.
- 2
Don’t include terms that indicate that you are doing an activity that you are not authorised to do.
- 3
Your name should be ‘distinguishable’ in the Secretary of State records. Adding a punctuation or ‘the’ does not make it distinguishable.
- 4
Don’t use words that makes it seems like you are a governmental entity or has an affiliation.
Operating agreement
Operating agreement is an internal business document that outlines the general rules and policies of the LLC.
Importance
It is not a legally mandatory document. However, it is recommended to have one since many courts, banks and financial institutions use it for verification. It is also nice to clearly outline the duties and relations between multiple members of an LLC—so you avoid any confusion in the future.
Format
There is no ‘required’ format for an operating agreement. You can include anything reasonable in it. In general, it has the following sections:
Basic Business information
Contains name, address, names and details of members, purpose
Member relationship
Contains membership interest, decision making process, powers, duties.
Membership transfer
Contains details on how to add or remove members and managers.
Accounting and tax
Contains details on how company records and distributions are maintained.
Dissolution
How to dissolve, wind up and terminate, due process to follow and exceptions.
Frequently asked questions
Business entities in Pennsylvania
LLC is a flexible choice for small businesses in Pennsylvania. However, in order to issue various classes of shares and have more investors, C-corporations are better suited than LLCs.
Pennsylvania LLC
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