LLC Operating AgreementPennsylvaniaContinue ↓

Pennsylvania LLC Operating Agreement (2026)

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

Updated September 2026≈ 9 minReviewed against 15 Pa.C.S. § 8811 et seq. · 15 Pa.C.S. §§ 8812, 8815 · 15 Pa.C.S. § 146
ENESRU中文UZ
Free to fill & preview · $29 PDF + WordBlank PDF (free, no account)
Sample first page of the LLC Operating Agreement: title block and opening sections with blanks to fillView larger
What you'll get

Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in Pennsylvania are added automatically.

  • PDF
  • Word
  • Print
Sample first page of the LLC Operating Agreement: title block and opening sections with blanks to fill

Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in Pennsylvania are added automatically.

This preview updates as you type. Blank fields show as ____ .

What this document covers

  • Formation, name, purpose and registered agent
  • Tax classification (default, S corp, C corp)
  • Members, contributions and percentage interests
  • Capital accounts and additional contributions
  • Allocations, distributions and tax distributions
  • Member- or manager-managed; voting and major decisions
  • Duties, other activities and deadlock (50/50)
  • Liability and indemnification
  • Transfers, right of first refusal and buy-out events
  • Withdrawal, dissolution, Schedule A and spousal consent

Pennsylvania rules that this document follows

LLC statutePennsylvania Uniform Limited Liability Company Act of 2016Source: 15 Pa.C.S. § 8811 et seq.
Formation document / filing officeCertificate of Organization — Pennsylvania Department of State
Operating agreement required?Not required by statute, but strongly recommended (may be oral; written is far safer)Source: 15 Pa.C.S. §§ 8812, 8815 (oral, implied, in a record, or any combination)
Formation fee$125.00
Annual report$7.00 — Annual report due Sept. 30 (LLCs) beginning 2025; administrative dissolution for non-filing from 2027Source: 15 Pa.C.S. § 146 (Act 122 of 2022)
Duty-of-loyalty waiverMay be limited only if not manifestly unreasonable; competing activities require disclosureSource: 15 Pa.C.S. §§ 8847 (majority of members), 8844 (equal shares), 8853 (charging order exclusive; foreclosure permitted)
Charging order exclusive remedy (SMLLC)unclearSource: 15 Pa.C.S. §§ 8847 (majority of members), 8844 (equal shares), 8853 (charging order exclusive; foreclosure permitted)

Rules current as of 2026-10-27. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in Pennsylvania

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions and percentages — they drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly; two 50/50 members get an automatic deadlock clause.

If you elect S-corporation status, keep every distribution strictly pro rata — a single disproportionate distribution can terminate the election.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the Certificate of Organization, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in Pennsylvania?

Not by statute (15 Pa.C.S. §§ 8812, 8815 (oral, implied, in a record, or any combination)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in Pennsylvania?

Annual/periodic report: $7.00 (Annual report due Sept. 30 (LLCs) beginning 2025; administrative dissolution for non-filing from 2027; 15 Pa.C.S. § 146 (Act 122 of 2022)).

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.

Why does it ask whether a member is married?

Pennsylvania is not a community-property state, so the question only drives the optional spousal-consent language; it is still wise to have spouses acknowledge the buy-out terms.

Other names

  • single member LLC operating agreement
  • multi-member operating agreement
  • LLC agreement
  • company agreement
  • LLC bylaws
  • limited liability company agreement
  • operating agreement template
  • member-managed LLC agreement

Related documents

Other states

FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.