What Is a Pennsylvania LLC Operating Agreement?
A Pennsylvania LLC operating agreement establishes your LLC’s governing procedures and policies for members to follow. It can be oral, implied, or written (15 PA Cons Stat § 8812), but a written record is easiest to enforce.
A PA LLC operating agreement works for multi-member LLCs. Members can meet to record their terms and clarify their roles and responsibilities. They can also specify whether the business will be member-managed or manager-managed.
Even if you’re starting a single-member LLC, having an operating agreement is beneficial (15 PA Cons Stat § 8816). It reinforces your LLC’s liability protection by showing that it is a distinct legal entity.
You do not file your agreement with the Pennsylvania Bureau of Corporations and Charitable Organizations. Instead, it remains internal and guides your company’s operations.
Amending an LLC Operating Agreement in Pennsylvania
An amendment to an LLC operating agreement in Pennsylvania only goes into effect if it meets the conditions specified in the document (15 PA Cons Stat § 8817). It may require the approval of someone who is not a party to the agreement.
Does Pennsylvania Require an LLC Operating Agreement?
Pennsylvania does not require an LLC operating agreement. However, it’s highly recommended. Without one, your LLC will be governed by Pennsylvania’s default laws, which may not match your or your members’ preferences. Plus, banks and investors may require it before opening a business bank account or providing funding, so it can be helpful to have it readily available.
How to Form an LLC in Pennsylvania
To form an LLC in Pennsylvania, you must fill out and file the certificate of organization with the Pennsylvania Bureau of Corporations and Charitable Organizations.
Contents of a Pennsylvania LLC Operating Agreement
15 PA Cons Stat § 8815 discusses the contents of your PA LLC operating agreement in detail. It should include the following information:
- The scope of your operating agreement (relations among members, rights and duties of members and managers, etc.)
- Limitations
- Permitted terms
- The determination of manifest unreasonableness regarding the terms of the agreement
Sample Pennsylvania Operating Agreement
Here’s an example of an operating agreement for an LLC in Pennsylvania. Legal Templates’s guided form helps you customize it with your desired terms so you can run your LLC how you want to. Once you’re done, you can download copies in PDF or Word format for internal storage in your company’s records.
