Pennsylvania LLC Operating Agreement

If you are a Pennsylvania resident and intend to start a business company, you should study the local laws and prepare several legal forms. For example, among all the documents, it is advisable to sign the Pennsylvania LLC operating agreement template, a vital record for your business. To learn more about operating agreements, read our guide: https://formspal.com/llc-operating-agreement-template/.

While the state public authorities do not require you to file this paper when forming a limited liability company (LLC), business people and experts usually insist on this agreement’s creation. In the operating agreement, you describe the basics about your company and its proprietors, including:

  • Administration principles and policies
  • Members’ functions and abilities
  • Liquidation conditions
  • Company’s features and shareowners’ information
  • And other vital details related to your entity.

An operating agreement is a multifunctional form that helps all the members decide how to manage the company and be on the same page. It also demonstrates the share of each owner and the amount they have added to the company’s capital.

There is a common misconception that LLCs can be managed only by a proprietor group. Individual entrepreneurs are also allowed to create LLCs. For such cases, a single-member LLC agreement is the right choice. If a group of businesspeople organizes a company, they should choose a multi-member agreement form.

If you plan to establish a limited liability company and wonder why you should create an operating agreement, here is the reason: this document will draw a borderline between your personal assets and the capital of your business. You can also add key principles and a description of your entity to an agreement.

Each operating agreement contains certain information that you cannot skip when drawing your own template:

  • Entity details. Add the name and address along with the date when the company was founded. Write the purpose of the company and its scope of activities.
  • Invested capital. You should clearly state how much all the members have contributed and their share in the company as a percentage.
  • Owners’ names. Remember to add the entity owners’ full names.
  • Management practices. You have to list all the conditions tied to the company’s management policies and rules of management.

The described structure applies to all operating agreements in Pennsylvania and other US states. When the template is ready, all members should approve, sign, and date it. All interested parties should receive a copy of the agreement signed by all members; in most cases, people also ask a notary to verify their agreement.

Our advanced form-building software lets you generate the Pennsylvania LLC operating agreement template easily. Try using it if you are looking for the proper file. Keep reading to know more about laws on the topic that are effective in Pennsylvania.

Pennsylvania LLC Laws and Definition

Just because the agreement’s structure and the definitions of basic terms are the same in all American states does not mean that the laws coincide. Before we move on to the laws regulating business units in Pennsylvania, here is a brief explanation of an LLC.

Owners of limited liability companies have a limited liability, which means that losses generated by the company will not affect them. Their risks are constrained by an amount they have added to the company’s funds. This makes such companies similar to giant corporations in a way.

On the other hand, LLCs have a huge positive: they pay fewer taxes than giant corporations. Simplified taxation is a feature that such companies have in common with smaller entities.

Another important feature is that the owners can be both individuals and other entities, which is convenient and attractive for potential investors.

Now that you have a clear understanding of an LLC, let’s see what laws and norms apply to such companies in Pennsylvania. Title 15, Chapter 88 of the Pennsylvania Consolidated Statutes includes all provisions about entities with limited liability in the state. Relevant terms’ definitions are included in Section 8812.

Section 8815 shows possible contents of operating agreements for such entities, and Section 8816 gives more information about this legal form. In Pennsylvania, any oral amendment to an agreement is prohibited, as written in Section 8816.

Norms about naming the entities in general in Pennsylvania are prescribed in Title 54 (Section 501 and the following).

Steps to Forming an LLC in Pennsylvania

Now that you know the laws and rules, it is time to explain how to form a company with limited liability in Pennsylvania. Our step-by-step guide is available below.

1. Select the Name

Your company should have a name, and there are various limitations and rules to follow (see Title 54 of the Pennsylvania Consolidated Statutes).

Your company’s name should state that it is an LLC (by this abbreviation or other indicators like Ltd. or “limited liability company” and so on). Also, your name must be unique. It is impossible to book a name that another enterprise already uses.

2. Locate Your Entity’s Registered Office

Section 8825 of the Pennsylvania Consolidated Statutes prescribes the appointment of a registered office if you form an entity with limited liability.

The registered office might be at the same place as your company’s actual office. Another option is to give an address where someone can receive the letters for your company. It can even be your home address if you like.

The aim is to have an address for mail tied to public authorities. If you cannot appoint someone’s address, we recommend hiring a special agency for such purposes.

3. File the Forms

When forming an entity with limited liability, you must submit two legal forms to the Pennsylvania Department of State.

One of them is the Certificate of Organization, where you add basic details about the entity, including its name and registered office location. The other official form to submit is the Docketing Statement tied to tax matters.

Prepare to cover the fees: 125 US dollars if you form a domestic company and twice as much for establishing a foreign entity (out of state). Documents can be submitted either by regular mail or by the website.

4. Draw an Operating Agreement

Although preparing an agreement may take time, you will not regret it. Discuss all conditions with co-owners and add them to the agreement. Then, everyone in the group has to sign the document, and copies should be delivered to all concerned parties.

5. Contact IRS to Get the Tax Number

Your company should have a tax number (also named EIN, FEIN, or FTIN). This number is unique and issued by the Internal Revenue Service (IRS).

If you apply online, your number will be ready in 10 or 15 minutes. You will not pay anything for receiving a tax number—this procedure is free.

Getting your company’s tax number is extremely important because you cannot work legally without it. After getting it, your company can fully participate in business operations, use banking services, recruit staff, and so on.

6. Submit Your First Report

In many American states, company owners must submit a report about their results in a certain period.

If you run a company with limited liability in Pennsylvania, the requirements are not strict. The only compulsory report is a Decennial Report. As you can see from its name, such a report should be submitted once in a decade.

There are specific years: all that have a “1” in the end. For example, such forms will need to be filed in 2021.

Remember that if you are late with the report submission, your company will face penalties pending liquidation.

Published: Mar 24, 2021