Post office boxes are not acceptable for any address. Under 15
Pa.C.S. § 135(c) (relating to addresses), an actual street or
rural route box number must be used as an address, and the
Department of State is required to refuse to receive or file any
document that sets forth only a post office box address.
This field is required.
3. An organizer is a person that acts to form a limited liability
company. “Person” is defined to include a corporation,
partnership, limited liability company, business trust, other
association, government entity (other than the
Commonwealth), estate, trust, foundation or natural person.
When the limited liability company has more than three
organizers, additional lines should be added as appropriate.
This field is required.
4. Effective date. Any date specified as the effective date of
the Certificate of Organization must be a future effective date
(after the date and time of its delivery to the Department). A
specified effective date may not be retroactive (prior to the
date and time of the Certificate’s delivery to the Department).
If a delayed effective date is specified, but no time is given,
then the time used will be 12:01 a.m. on the date specified.
If no effective date is provided, it will be presumed that no
specified delayed effective date is intended and the document
will be effective upon filing. This field is required.
5. Restricted professional services are identified as the
following professional services: chiropractic, dentistry, law,
medicine and surgery, optometry, osteopathic medicine and
surgery, podiatric medicine, public accounting, psychology or
veterinary medicine. If the limited liability company is
organized to render any of the identified restricted
professional services, the box before the statement “The
company is a restricted professional company organized to
render the following restricted professional service(s)” must
be checked and the appropriate restricted professional
service(s) must be checked. If the limited liability company is
not organized to render any of the identified restricted
professional services, do not check the box or list a profession.
Note that restricted professional companies must file
certificates of annual registration and pay annual registration
fees in accordance with 15 Pa.C.S. § 8998.
6. A benefit company shall be formed in accordance with 15
Pa.C.S. § 8821, except that its certificate of organization shall
also state that it is a benefit company.
A benefit company shall have a purpose of creating general
public benefit. A “general public benefit” is defined as a
material positive impact on society and the environment, taken
as a whole and assessed against a third-party standard, from
the business and operations of a benefit company. This
purpose is in addition to its purpose under 15 Pa.C.S. §
8818(b).
The certificate of organization of a benefit company may
identify one or more specific public benefits that it is the
purpose of the benefit company to create in addition to its
general public benefit purpose under 15 Pa.C.S. § 8894(a) and
its purpose under 15 Pa.C.S. § 8818(b). “Specific public
benefit” includes:
(1) providing low-income or underserved individuals or
communities with beneficial products or services;
(2) promoting economic opportunity for individuals or
communities beyond the creation of jobs in the normal course
of business;
(3) preserving the environment;
(4) improving human health;
(5) promoting the arts, sciences or advancement of
knowledge;
(6) promoting economic development through support of
initiatives that increase access to capital for emerging and
growing technology enterprises, facilitate the transfer and
commercial adoption of new technologies, provide technical
and business support to emerging and growing technology
enterprises or form support partnerships that support those
objectives;
(7) increasing the flow of capital to entities with a public
benefit purpose; and
(8) the accomplishment of any other particular benefit for
society or the environment.
Note that benefit companies must file annual benefit reports in
accordance with 15 Pa.C.S. § 8898.
If the limited liability company is organized as a benefit
company, the box before the statement “This limited liability
company shall have the purpose of creating general public
benefit” should be checked. If the limited liability company is
organized as a benefit company, a specific public benefit
purpose is optional. If the box before the statement “This
limited liability company shall have the purpose of creating
the enumerated specific public benefit(s)” is checked, one or
more specific public benefits must be listed. If the limited
liability company is not organized as a benefit company, do
not check any of the boxes or list any specific public benefits.
7. Additional provisions. A certificate of organization may
contain statements as to matters other than those required by
15 Pa.C.S. § 8821(b), but may not vary or otherwise affect the
provisions specified under § 8815(c) and (d) (relating to
contents of operating agreement) in a manner inconsistent
with that section.
Signature and Verification
All organizers must sign the Certificate of Organization. If an
organizer is not a natural person, an authorized representative
of the organizing association must sign the Certificate.
When the limited liability company has more than three
executing organizers, additional signature lines should be
added as appropriate. Signing a document delivered to the
Department for filing is an affirmation under the penalties
provided in 18 Pa.C.S. § 4904 (relating to unsworn
falsification to authorities) that the facts stated in the
document are true in all material respects. This field is
required.
