What should I know about the formation, operation, and dissolution of LLCs?
Forming an LLC (Limited Liability Company) in Pennsylvania requires the filing of articles of organization with the Department of State. This document must be signed by at least one authorized person and include the company name, registered office address, and a Statement of Purpose. Additionally, the LLC must create an Operating Agreement – a contract between members that outlines how the company will be managed and administered. The Operating Agreement should include the distribution of profits, rules for decision making, and the roles and responsibilities of each member. Once the articles of organization and operating agreement are filed, the LLC is considered operational. This means that the LLC is legally recognized as an independent entity and any debts, liabilities, or obligations of the LLC remain with the LLC, not the individual members. The members have the right to manage the business as they see fit, unless they have designated a manager in the operating agreement. To dissolve an LLC in Pennsylvania, the LLC must file a Certificate of Cancellation with the Department of State. The Certificate of Cancellation must include the LLC name and the date of dissolution. After filing the Certificate of Cancellation, the LLC must settle all debts, pay out all profits and assets to the members, and notify all creditors. Once the dissolution is complete, the LLC can no longer conduct business. To summarize, forming, operating, and dissolving an LLC in Pennsylvania requires the filing of documents with the Department of State, the creation of an Operating Agreement, and the payment of all debts and liabilities. Additionally, the LLC must notify all creditors of the dissolution. This process allows for the LLC to exist as an independent entity and for members to remain protected from any liabilities or obligations of the LLC.
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