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