Pennsylvania LLPs, Professional LLCs and Restricted Professional Companies
Pennsylvania LLPs, Professional LLCs and Restricted Professional Companies
If you practice a licensed profession with a partner or two, choosing an entity in Pennsylvania is not a simple LLC or corporation decision. The state uses its own terms for professional entities, and the labels change depending on which office you read. The Pennsylvania Department of State (DOS) calls a professional LLC a restricted professional company, and it also labels that same entity a PLLC. Partnerships sort into general partnerships, limited partnerships, limited liability partnerships (LLPs) and limited liability limited partnerships (LLLPs). Each one has its own filings, deadlines and liability rules.
This guide covers the options behind searches for pennsylvania llp, pa pllc, pa partnership and pennsylvania limited partnership. The fees and deadlines below reflect what DOS and the Department of Revenue listed as of October 13, 2026. Agency figures change, so confirm them on the linked pages before you file.
Informational only: This guide is not legal or tax advice. Entity choice affects your personal liability, your taxes and your licensing, so talk with a qualified attorney and a CPA before you file. Your licensing board may also limit which entity types can practice your profession.
Start with the license question
Begin with one question: does the business sell a service that requires a state professional license? In Pennsylvania, licensed professionals practice through a restricted professional company or a professional corporation. A standard LLC is built for general commercial activity, so a licensed practitioner who forms a plain LLC may not meet the rules for their profession. Confirm the rule with your licensing board before you choose a form. If no owner is a licensed practitioner, a general partnership, LP, LLP or LLC may fit better, depending on how you want to share liability and control.
| Structure | How it forms | Ongoing state filing | Owner liability (general rule) |
|---|---|---|---|
| General partnership | Forms by conduct; no state filing | None required; fictitious name registration if using a trade name | Partners are personally liable for business debts |
| Limited partnership (LP) | Filed with DOS | Annual report due December 31 | General partner is personally liable; limited partners generally risk only their investment |
| Limited liability partnership (LLP) | Filed with DOS | Certificate of Annual Registration by April 15; annual report due December 31 | Shields partners from partnership debts and other partners’ wrongful acts, not their own professional negligence |
| Restricted professional company (PLLC) | Filed with DOS; members must hold the profession’s license | Certificate of Annual Registration by April 15 | Members generally not liable for company debts, but remain liable for their own professional work |
Restricted professional company (Pennsylvania’s PLLC)
Who can be a member
A restricted professional company is for practitioners of a licensed profession. Its members must hold the license the company practices under, and your licensing board sets those license requirements. Ask the board how it treats non-licensed owners and licensees from other states, because DOS does not make that call.
Formation
Formation is a filing with DOS through Business Filing Services at file.dos.pa.gov. For a domestic LLC, DOS lists the Certificate of Organization (Form DSCB:15-8821), filed with a Docketing Statement (DSCB:15-134A), and a $125 filing fee. Confirm with DOS which form and fee apply to a restricted professional company, because the standard LLC form may not be the right one for your entity. Search the name in the DOS business search first. Standard LLC names must include “company,” “limited” or “limited liability company” and must not suggest a corporation. Confirm the name rules for a professional company on the DOS page.
Allow about 15 business days for processing. Expedited service is available online or in person, not by mail, for an added fee. For the standard LLC filing, same-day handling is $100 when received before 10:00 a.m., 3-hour handling is $300 and 1-hour handling is $1,000, each added to the $125 fee. Confirm that these options apply to your filing.
Annual registration by April 15
Each year, a restricted professional company files a Certificate of Annual Registration by April 15 for the prior year. DOS currently lists $700 times the number of members who were licensed in the company’s profession and had a Pennsylvania principal residence on December 31. A company with three qualifying members would owe $2,100 at that rate. A member whose Pennsylvania principal residence was not in place on December 31 is not counted. Amounts reset periodically, so check the DOS page before you file.
Your company may also owe the standard LLC Annual Report. DOS lists that report at $7, due January 1 to September 30, and it is filed online. Confirm with DOS whether a restricted professional company must file it in addition to the Certificate of Annual Registration.
Pennsylvania LLPs
A Pennsylvania limited liability partnership is a partnership that registers with DOS to limit certain partner liability. In general, partners are not personally liable for partnership debts or for the wrongful acts of other partners. Each partner remains liable for their own professional negligence and for the work of anyone they directly supervise.
- Formation: filed with DOS. This guide does not list an LLP formation fee, so confirm the amount on the DOS page.
- Certificate of Annual Registration: due April 15 for the prior year. DOS currently lists $470 times the number of Pennsylvania-resident general partners.
- Annual report: due December 31, per DOS. Confirm the current form and fee.
- Registered office: a Pennsylvania street address, or a CROP contract (see below).
Pennsylvania limited partnerships and LLLPs
A limited partnership needs at least one general partner, who runs the business and is personally liable for its debts, and one or more limited partners, whose exposure is generally limited to their investment. The LP is formed by a filing with DOS. This guide does not list the LP filing fee, so confirm it on the DOS page. An LP’s annual report is due December 31.
A limited liability limited partnership (LLLP) is a limited partnership in which the general partners also receive liability protection. DOS requires LLLPs to file the Certificate of Annual Registration by April 15 for the prior year. Confirm the LLLP fee on the DOS page, because the amount is not listed here.
Pennsylvania general partnerships
A general partnership forms automatically when two or more people carry on a business for profit as co-owners. Pennsylvania requires no state filing to create one, and a written agreement is not required. Partners are personally liable for business debts, however, so a written partnership agreement is still worth the effort. It should cover ownership shares, decision rules and what happens when a partner leaves.
If the partnership operates under a name other than the partners’ own names, register a fictitious name with DOS. The fee is $70 for the Registration of Fictitious Name (Form DSCB:54-311), filed statewide, not with the county. Check the fictitious names page for timing. A fictitious name registration requires a principal place of business, so a CROP cannot be used there. Most partnerships with more than one owner also need a federal employer identification number from the IRS.
Registered office, not a registered agent
Pennsylvania does not use registered agents. Instead, every filing entity must list a registered office address in Pennsylvania with a street and number. A post office box alone is not accepted.
If the business has no physical or mailing address in Pennsylvania, it can contract with a Commercial Registered Office Provider (CROP) under 15 Pa.C.S. section 109 and list the CROP’s name and county of venue in place of an address. Listing a CROP without a contract can carry civil and criminal penalties. A CROP cannot be used where a principal place of business is required, such as a fictitious name registration.
Taxes at a glance
Pennsylvania has no LLC franchise tax and no separate LLC annual tax. The state generally follows the federal classification of the entity:
- Partnerships, including LPs and LLPs, and LLCs taxed as partnerships pass income through to their owners, who pay the 3.07% personal income tax on their share.
- An entity taxed as a corporation pays the Corporate Net Income Tax, set at 7.49% for tax years beginning in 2026. The rate drops 0.5 points per year to 4.99% for 2031 and after.
A CPA can model how each structure affects your tax bill and whether a different federal classification fits your situation. Review the Department of Revenue site for current rates.
Licenses and state tax registration
Pennsylvania has no general business license that every business must hold, and it has no county business licenses. Licensing depends on your activity and location. Check your licensing board for your profession, check the municipality where you operate, and register any state tax accounts through myPATH. The PA-100 was retired in 2022, so myPATH is where registration now happens. If you sell taxable goods or services, you will need a Sales, Use and Hotel Occupancy Tax License, and the state sales tax rate is 6%. The Bureau of Corporations and Charitable Organizations does not issue activity licenses.
Deadlines at a glance
| Filing | Applies to | Deadline | Amount DOS lists |
|---|---|---|---|
| Certificate of Annual Registration | Restricted professional companies | April 15 for the prior year | $700 per member licensed in the profession with a PA principal residence on December 31; confirm before filing |
| Certificate of Annual Registration | LLPs | April 15 for the prior year | $470 per PA-resident general partner; confirm before filing |
| Certificate of Annual Registration | LLLPs | April 15 for the prior year | Confirm on DOS page |
| Annual report | LPs and LLPs | December 31 | Confirm on DOS page |
| LLC Annual Report | LLCs (confirm for restricted professional companies) | January 1 to September 30 | $7 |
| Fictitious name registration | Partnerships or entities using a trade name | Confirm timing on DOS page | $70 |
Step-by-step for a professional partnership or PLLC
- Confirm with your licensing board which entity types may practice your profession and who may be an owner.
- Search the name in the DOS business database and confirm the name rules for your entity type.
- Set the registered office: a Pennsylvania street address, or a CROP contract.
- File with DOS through Business Filing Services. Allow about 15 business days for processing, or pay for expedited service.
- Get a federal employer identification number from the IRS if the entity has more than one owner or will have employees.
- Register state tax accounts through myPATH.
- Calendar your deadlines: April 15 for annual registration, December 31 for LP and LLP annual reports, and January 1 to September 30 for the LLC Annual Report.
When to get professional help
Hire an attorney to choose between a PLLC, LLP and LP, and to draft the operating or partnership agreement, since those documents decide who controls the practice and what happens when an owner leaves. Use a CPA to compare the tax result of each structure. Your licensing board can answer eligibility questions that DOS cannot. The Pennsylvania Small Business Development Centers offer advising that can help you prepare questions before you meet with a professional.
This guide is informational content, not legal or tax advice.