Form a Partnership in Pennsylvania
Everything you need to know about forming a Partnership in Pennsylvania. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Partnership Type
Decide whether to form a General Partnership (GP), Limited Partnership (LP), or Limited Liability Partnership (LLP), as each has different liability protections and registration requirements in Pennsylvania. GPs require no formal state filing, while LPs and LLPs must register with the Pennsylvania Department of State.
1-2 hours
Select and Verify a Business Name
Choose a unique business name and verify its availability using the Pennsylvania Business Entity Search on the Department of State website. For LPs and LLPs, the name must include a required designator such as 'Limited Partnership,' 'L.P.,' 'Limited Liability Partnership,' or 'L.L.P.'
30 minutes
Designate a Registered Agent
Appoint a registered agent with a physical street address in Pennsylvania who is authorized to receive legal and official documents on behalf of the partnership. The registered agent can be an individual partner or a professional registered agent service.
30 minutes
Draft a Partnership Agreement
Create a comprehensive partnership agreement outlining each partner's roles, responsibilities, profit and loss sharing, decision-making processes, and dissolution procedures. While not legally required to file with the state, a written partnership agreement is strongly recommended to prevent disputes.
2-5 hours
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File Formation Documents with the State — For Limited Partnerships, file a Certificate of Limited Partnership (DSCB:15-8621) with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, either online or by mail with the $70 filing fee. General Partnerships may optionally file a Statement of Partnership Existence (DSCB:15-8204) for $70.
- •Obtain an EIN and Register for State Taxes — Apply for a Federal Employer Identification Number (EIN) from the IRS at no cost, which is required for tax filings, opening a business bank account, and hiring employees. Register with the Pennsylvania Department of Revenue for applicable state taxes, including employer withholding if you have employees.
- •Obtain Business Licenses and Open a Bank Account — Research and obtain any required local, county, or industry-specific business licenses or permits applicable to your partnership's operations in Pennsylvania. Open a dedicated business bank account to keep partnership finances separate from personal finances.
Advantages
- ✓Simple and inexpensive formation, especially for General Partnerships which require no state filing fee or formal registration
- ✓Pass-through taxation means partnership income is only taxed at the partner level, avoiding double taxation faced by C-Corporations
- ✓Flexible management and profit-sharing structure that can be customized through the partnership agreement without rigid statutory requirements
- ✓Fewer ongoing compliance obligations compared to LLCs and corporations, as Pennsylvania does not require annual reports or franchise taxes for partnerships
Considerations
- •General partners face unlimited personal liability for business debts and legal judgments, putting personal assets at significant risk
- •Limited Partnerships require at least one general partner with unlimited liability, and management authority is restricted for limited partners who wish to maintain liability protection
- •Potential for disputes and instability, as the partnership may dissolve upon the death, withdrawal, or bankruptcy of a partner unless the partnership agreement provides otherwise
Annual Obligations
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