Pennsylvania LLC Operating Agreement

Use the builder above to fill in the LLC form online. You can also download the PDF, Word, or OpenDocument file, complete it by hand, and sign it.

Pennsylvania LLC Laws and Definition

Pennsylvania law defines the operating agreement in 15 Pa.C.S. § 8812. It is the agreement of all the members of a limited liability company, including a sole member, about the matters listed in section 8815(a). The term also covers it as amended or restated.^[1]

The agreement, whether or not referred to as an operating agreement and whether oral, implied, in record form or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning matters described in section 8815(a) (relating to contents of operating agreement). The term includes the agreement as amended or restated.

In plain words, the law accepts an operating agreement that is oral, implied, in record form, or a mix of these. It counts whether or not anyone calls it an operating agreement.^[1]

Section 8815 says what the operating agreement governs, with the exceptions the statute spells out in subsections (c) and (d). The list below shows the five matters.^[2.1]

• The relations among the members as members, and between the members and the company.
• The rights and duties under the LLC statute of a person acting as a member or manager.
• The activities and affairs of the company, and how those activities and affairs are conducted.
• The means and conditions for amending the operating agreement.
• The means and conditions for approving a transaction under Chapter 3 of the statute, which covers entity transactions.

What a Pennsylvania Operating Agreement Can and Cannot Change

An operating agreement gives the members of a business wide room, but not unlimited room. Under 15 Pa.C.S. § 8815, it may not vary a provision of Chapter 1, which covers general provisions, or of Subchapter A of Chapter 2, which covers names.^[2.1] Where the document does not provide for a matter it could govern, the LLC statute governs that matter by default.^[2.2]

The law also lets an operating agreement do the following, as long as the change is not manifestly unreasonable.^[2.1]

• Alter certain aspects of the duty of loyalty stated in the statute.
• Set the standards for measuring the contractual obligation of good faith and fair dealing.
• Identify specific types or categories of activities that do not violate the duty of loyalty.
• Alter the duty of care.
• Alter or eliminate any other fiduciary duty.

What Our Pennsylvania Form Covers

Our free form is a single-member LLC operating agreement for a business run by one or more managers. It has 31 numbered sections and three schedules. The list below shows what the main sections cover, so you can see what the document does without reading all 31 sections first.

• Business details: the name, the principal business office, and the registered agent (Sections 1 to 3).
• The Member and the purpose of the business (Sections 4 and 6).
• Management structure: a Board of one or more Managers, plus optional Officers (Sections 8 and 9).
• Money: what the Member puts in, how profits and losses are shared, and distributions (Sections 11 to 14).
• Fiscal year, books, and records (Section 15).
• Limited liability, exculpation, and indemnification (Sections 10 and 17).
• Resignation, new members, and dissolution (Sections 19 to 21).
• Amendments, effectiveness, and disregarded entity status for federal tax (Sections 27, 30, and 31).

How to Fill Out Our Pennsylvania Operating Agreement Form

Our form is the single-member type of operating agreement for a manager-managed LLC. Fill it in with the builder above, or download the PDF and complete it with the PDF editor or by hand. Work through the parts below in the order they appear on the form. Each step names the part of the form and says what goes in it.

1. Opening paragraph. Enter the LLC name in the title line and in the paragraph below it. Add the state, the date, and the name of the Member who signs the agreement. The form prints the year 2021, so check it against your signing date.
2. Articles of Organization and the Act. Enter the state and the date the Articles of Organization were filed with the Department of State. Then name the LLC statute that the form calls the Act.
3. Sections 1 to 3. Repeat the company name in Section 1. Write the principal business office address in Section 2. Enter the registered agent's name and address in Section 3.
4. Section 6, Purposes. Select one box. Either describe the company's business in the blank or select All matters permitted by applicable law.
5. Section 8, Managers. Enter the initial number of Managers in Section 8(a). The Managers' names go on Schedule B.
6. Section 8(g), Compensation of Managers. Select one box. Managers may be paid expenses for attending meetings, or there is no compensation or expense reimbursement. The choices run onto page 4.
7. Section 9, Officers. Select whether the Company has no Officers or has Officers. If you choose Officers, describe each Officer's role where the form asks.
8. Section 15, Fiscal Year. Enter the date the fiscal year starts and the date it ends.
9. Section 30, Effectiveness. Enter the date the entity was formed. It matches the Articles filing date you entered on page 1.
10. Signature block. The Member signs on the By line, then prints the name and title below it. Do not sign without filling in every blank above. The form has no notary or witness lines. Signing and notarizing are optional under Pennsylvania law, which accepts an oral or implied operating agreement.^[1]
11. Schedule A, Definitions. Enter the date the entity was formed in the Articles of Organization definition. Leave the other definitions as printed.
12. Schedule B, Member, Managers and Officers. Enter the Member's name and address, for example Anna Baker, 123 Main Street, Austin TX 78701. Then list the initial Managers and, if Section 9 has Officers, the initial Officers.
13. Schedule C, Initial capital contribution. Describe what the Member contributed to the business on the Insert Description line.

To form a Pennsylvania LLC, the organizers deliver a certificate of organization to the Department of State for filing (15 Pa.C.S. § 8821(a)). The department may also require a docketing statement with a filing when its official form gives notice of that requirement (15 Pa.C.S. § 134).^[3.1]

The company name must be distinguishable on the Department of State's records from the names of other associations (15 Pa.C.S. § 202(b)).^[4.1]

Every Pennsylvania LLC must have and continuously maintain a registered office in the Commonwealth, which may but need not be its place of business (15 Pa.C.S. § 8825(a)).^[5.1]

Frequently Asked Questions

These are general answers about the state's LLC law. Each one cites the section behind it. They do not replace advice about your own business, so ask a local attorney if you are unsure.

Can I write my own operating agreement for my LLC?

Pennsylvania law provides for an operating agreement to govern the company's internal affairs, including the members' relations and how it is amended.^[2.1] Our free form is one way to put those terms in writing for your business, in place of the statute's default rules.

Does Pennsylvania recognize a single-member operating agreement?

Yes, a company with only one member can have an operating agreement. The statute defines the term to include the agreement of all the members, including a sole member.^[1] Our free form is made for that case, so a business with a sole owner can use it.

What happens if your LLC has no operating agreement?

An LLC without an operating agreement is not left without rules. To the extent the operating agreement does not provide for a matter described in section 8815(a), the LLC statute governs that matter by default.^[2.2] Those matters include the two below, so the default rules of the statute apply to them.

• The relations among the members.
• How the operating agreement is amended.

Other Pennsylvania Forms
Some other important Pennsylvania forms readily available for download on FormsPal and that can be personalized in our simple document maker.

Pennsylvania Last Will Pennsylvania Living Will Pennsylvania Small Estate Affidavit Pennsylvania Bill of Sale Pennsylvania Power of Attorney Pennsylvania Rental Lease Agreement Pennsylvania Eviction Notice Pennsylvania Non-compete Agreement Pennsylvania Prenuptial Agreement Pennsylvania Marital Settlement (Divorce) Agreement

General information, not legal or tax advice.

Sources

Unless noted otherwise, the sources below are from the 15 Pa.C.S.

1. 15 Pa.C.S. § 8812.
2. 15 Pa.C.S. § 8815.
   • 2.1 § 8815
   • 2.2 § 8815(b)
3. 15 Pa.C.S. § 8821
   • 3.1 § 8821(a)
4. 15 Pa.C.S. § 202
   • 4.1 § 202(b)
5. 15 Pa.C.S. § 8825
   • 5.1 § 8825(a)

Jennifer M. Settles

Author & Attorney

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