Welcome to the Certificate of Organization and Docketing Statement video.
A Limited Liability Company is a hybrid between a Partnership and Corporation.
It provides the liability protection of a corporation with the "pass-through" tax advantages
similar to those of Partnerships and Sole Proprietorships.
In order to form your LLC, a Certificate of Organization must be filed with the Corporation
Bureau, accompanied by a Docketing Statement.
A Docketing Statement is a 1-page document which ask a few simple questions such as:
what type of entity your business is, what state it is located in, your business name,
a brief description of your business's activity, your desired fiscal year, and a few other
questions.
We will show you how to complete the Docketing Statement later in this video.
Your desired business name must be available for use.
Please make sure you have watched the Name Research video.
An actual street address or rural route box must be used as the businesses address.
A PO Box is not allowed.
If you do not currently have an existing business address, the State of Pennsylvania allows
you to use your home address as your business address.
If you do not have an existing business address and you do not wish to use your home address,
you can elect to use a Registered Agent, and you may then use their address on your Certificate
of Organization.
A Registered Agent may be someone whom you know, who lives in the State of Pennsylvania,
and is allowing you to use their address for purposes of receiving your LLC's mail.
You can alternatively hire a company to act as your Commercial Registered Agent and they
will then receive and forward your mail for you.
Typical fees for commercial Registered Agents range between $100 - $350 per year.
We have included a link below this video to Northwest Registered Agent.
We have heard many great things from our clients about their excellent customer service and
their annual fee is between $100-$125 per year, depending on how many years you sign
up for.
There will be a few items to think about and have ready prior to completing your Certificate
of Organization.
No. 1: The address where you would like the approved Certificate of Organization sent
back to.
No. 2: Whether you will be using a business address, your home address, or the address
of a Registered Agent.
No. 3: The names and addresses of the organizer (organizers).
The organizers are simply the individual (or individuals) who filed a Certificate of Organization
with the State.
This would be yourself if you're a Single-Member LLC (or you and your business partner or partners
if you're a Multi-Member LLC).
No. 4: Whether your LLC will be "member managed" or "manager managed".
The State of Pennsylvania allows LLCs either be "member managed" (by the owners) of the
LLC or "manager managed" (by an elected manager or managers).
If this sounds confusing to you, then this section of the Certificate of Organization
will not be applicable.
It is more common to see "member managed" LLCs.
If this is the case (and most likely will be), you will simply strike or cross out this
section.
We will show you where to do this later in the video.
And No. 5: The date your business will start or the date your business was started.
To form your LLC, the Certificate of Organization and Docketing Statement are the only documents
you will need to file with the State of Pennsylvania (the Operating Agreement and EIN which are
in the upcoming Lessons do not go to the State of PA).
Remember to include all 3 pages of the Certificate of Organization, the 1-page Docketing Statement,
and your filing fee).
The filing fee is $125.
The $125 filing fee must be made payable to "Department of State".
In the next few slides, I will go over the accepted forms of payment that go along with
your Certificate of Organization and Docketing Statement.
You can either send in a personal check or money order along with your Certificate of
Organization and Docketing Statement.
Again, the $125 filing fee must be made payable to "Department of State".
If you are sending in a personal check, your check, you must have a printed name and address
on it.
Let's take a look at a few examples.
This check would not be accepted and your filing would simply be sent back because there
is no name or address on the check.
This check would be accepted because there's a name and an address on the check.
Note: the address must be printed.
It cannot be handwritten.
Also, the address does not have to be a Pennsylvania address or the address of the LLC.
It can be an address from any state.
You will notice that my checks do not have an address under my name.
In this case, I need to use a money order.
Here is an example of a money order that was used for a filing of mine.
I have just blacked out my address for privacy, but you can see that it is made payable to
"Department of State" for $125.
After you mail your documents and the $125 filing fee to the State, you can expect to
receive a stamped and approved Certificate of Organization within 7-10 business days
(they keep the Docketing Statement).
Until that point, do not order business cards, do not obtain your EIN (also known as the
Federal Tax ID Number), do not register domain names, or start to use your LLC name until
you receive approval from the State.
If there are any errors with your filing or if your desired LLC name is not available,
the State will simply send back your documentation (including your payment) along with instructions
on what needs to be corrected.
Here's an example of a stamped and approved Certificate of Organization.
You'll notice it has the Entity Number and Date Filed at the top, the Approval Stamp
in the center, and the Approval Date in the lower left.
Once you receive this, your LLC is officially formed.
Let's get started filling out your Certificate of Organization and Docketing Statement.
You can access them from the "downloads" section in this Lesson and from there, you can either
print them out or download and save them to your computer.
Here is the Certificate of Organization which you can find in the "downloads" section.
You have 2 options: you can either print this document out and handwrite (it is required
that you use blue or black ink), or, you can save this document.
It's a PDF, so you can save it to your computer and you can type in the information.
You'll see here I have already filled out this document so you will just need to make
the necessary corrections that apply to you.
The very 1st box at the top, you're going to enter the name and address where you would
like the Certificate of Organization sent back to once it is approved (so here, I've
entered my address).
We're next going to jump down to Section 1 where you're going to enter the name of your
LLC.
Make sure that you include the abbreviation "LLC" or they will not approve your filing.
No. 2, if you're using a home address or a business address, that goes in Section A (you're
going to write your address, your city, State, zip and county.
If you choose to use a Registered Agent, you will put their name and address in Section
B. In Section 3, you're going to list the organizers of the LLC.
For this example, this is a Single-Member LLC, so I filled in my name and my address.
If you have multiple members, you would put their name and address on each of the lines
provided.
if you have more than 3 or 4 members and you cannot fit it into here, attach an additional
page and include that when you mail this in.
Continuing on page 2, No. 4 says "Strike out if inapplicable term (A member's interest
in the company is to be evidenced by certificate of membership interest)".
This is not applicable; if you're on the computer, you can simply strike this out in the PDF
document,or, if you are doing this handwritten with pen, you can just simply cross or strike
it out.
No. 5, "Strike out if inapplicable (Management of the company is vested in a manager or managers)",
this is most likely that you are going to be a member managed LLC.
In that case, you can strike this out, or, if you've opted to be manager managed (and
a manager who is not a member of the LLC is managing the LLC), you can leave this alone.
In this case, I'm going to strike this out.
Section 6, I'm going to enter the effective date that the business was started.
Do not worry about the hour, if any.
In Section 7, this is also inapplicable, and you can strike it out.
No. 8 simply states that if you need to attach additional provisions (for example, if you
had more organizers and you couldn't fit them in section 3), you can attach an additional
8-and-a-half-by-11).
Moving down here, you're going to enter the date.
I put the 1st day of January 2012, and simply, if you're a single member, you'll sign on
the line, or if you have multiple members and organizers, you each sign here.
Make sure to include this 3rd page here with your filing.
You'll notice here it just says "Typewritten is preferred.
If no, you can complete the form in blue or black ink".
Tells you, you know things, we've already gone over (the filing fee, $125, made payable
etcetera, etcetera).
Don't worry about this, we've covered this all in the video; just make sure to include
this page with the filing (for some reason that, they request that).
Let's take a look again at an example of a filing fee and the form of payment.
Again, you can use a personal check or you can use a money order as specified earlier
depending on whether or not your check has a printed address on it.
Here's an example of a money order for $125 made payable to the "Department of State".
If you are writing a personal cheque, you will simply make it payable to "Department
of State" for $125 and sign the check either.
Either your personal check or the money order, is going to go in the same envelope with the
Certificate of Organization and the Docketing Statement.
You're going to mail those documents (the Certificate of Organization, the Docketing
Statement, and your filing fee to the Department of State, Corporation Bureau, P.O.
Box 8722, Harrisburg, PA 17105-8722).
I recommend you pause this video and write down that address.
Keep in mind, if you have any questions while going through your filing, you can call them
at the number listed on the Certificate of Organization (717-787-1057), and you can also
leave any comments or questions in the Comments Section below this video.
Let's take a look at the Docketing Statement.
Here is the Docketing Statement.
There are a few boxes where we will need to check off a few items.
Here, underneath "Pennsylvania Entities", we're going to put an "X" or a "check mark"
next to "limited liability company".
You can ignore "Foreign Entities" and "Other".
No. 1, you're going to enter the name of your LLC.
Again, make sure to include the abbreviation "LLC".
No. 2, you're going to include the name and mailing address for the person responsible
for filing taxes (most likely, this is going to be yourself if you're the organizer, or
it could be your business partner).
I've included my name and my address here.
Again, this document can be filled out on the computer (or you can print it out and
handwrite it in blue or black ink).
No. 3 ( a "Description of business activity"), a lot of people think this is more complex
than it needs to be it.
It can be a very simple, very broad, you know, generic description of what your business
does.
So here, for "At Your Door Quick LLC", its "Courier services".
If you're really not sure what your LLC is going to be used for, or, what some people
do is they'll write, you know, "general business management", or "business consulting", or
"management consulting", or "marketing consulting", etcetera.
You can leave it fairly vague, and this is simply used for the Corporation Bureau and
their statistics.
Okay, Section 4, you're going to write the date, the specific date that the business
was created.
In this case, I'm putting today's date (1/1/2012).
No. 5, where they're asking for your EIN, because you haven't done that yet, you simply
just write "Applied For".
No. 6, you're going to write December 31 or December 31st.
And No. 7, where it says "Fictitious Name", you're going to simply put "Not Applicable",
and that's it.
The Docketing Statement is fairly simple.
Make sure to include the Docketing Statement with your filing.
Again, that's going to be the 3 pages of the Certificate of Organization, the Docketing
Statement, and your payment (whether that's a personal check or money order).
You're then going to mail all those documents and your form of payment to the Corporation
Bureau and wait approximately 7-10 business days, and you'll receive back a stamped approved
copy of your Certificate of Organization.
You can now move forward onto the next Lesson which will be the Operating Agreement, and
for the 4th Lesson which is your EIN (remember to wait until you receive back the stamped
and approved copy of the Certificate of Organization).
That wraps it up for this video.