Pennsylvania · Operating agreement
Pennsylvania LLC operating agreement
What Pennsylvania's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Pennsylvania operating agreementWhat Pennsylvania’s LLC act says
Pennsylvania defines the operating agreement as the agreement of all the members of the company, whether or not it is called an operating agreement. 4
Pennsylvania counts an operating agreement whether it is oral, implied, in record form or any mix of these. 4
What Pennsylvania’s act does not let an agreement change:
- Change the law that applies to the company 1
- Eliminate the duty of loyalty 1
- Vary the obligation of good faith and fair dealing 1
One-member company. Pennsylvania's definition of an operating agreement expressly includes the agreement of a sole member, so a one-member LLC can have one. 4
Not confirmed for Pennsylvania from an official source: whether a Pennsylvania agreement is filed with the state.
What happens with no agreement
In Pennsylvania an LLC is member-managed unless its operating agreement says it is manager-managed or uses words of similar meaning. 2
Pennsylvania splits distributions in equal shares among members when nothing else is agreed, with limited exceptions such as a charging order. 3
What the template covers in Pennsylvania
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Pennsylvania’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Pennsylvania LLC
You form a Pennsylvania LLC by filing with Pennsylvania’s Department of State.
The Pennsylvania annual report is due September 30 every year. 5
Pennsylvania requires a "registered office," not a registered agent. 6
Search the Pennsylvania business records at the Department of State before you file: Pennsylvania entity search.
The operating agreement for a Pennsylvania LLC is separate from the Pennsylvania formation filing.
Common questions
Is an operating agreement required for an LLC in Pennsylvania?
Pennsylvania's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement does not cover a matter, the act's own rules apply. 1
Is there a Pennsylvania LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Pennsylvania LLC have an operating agreement?
Pennsylvania's definition of an operating agreement expressly includes the agreement of a sole member, so a one-member LLC can have one. 4
Does a Pennsylvania operating agreement need to be notarized?
None of the Pennsylvania rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Pennsylvania operating agreement, and is it filed?
We could not confirm from an official Pennsylvania source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Pennsylvania’s Department of State. 7
Also in Pennsylvania
Sources 7 links, checked Sep 1, 2026 to Nov 13, 2026
- Pennsylvania LLC act, section 8815 palegis.us, checked Nov 13, 2026
To the extent the operating agreement does not provide for a matter described in subsection (a), this title governs the matter.
- Pennsylvania LLC act, section 8847 palegis.us, checked Nov 13, 2026
A limited liability company is a member-managed limited liability company unless the operating agreement …
- Pennsylvania LLC act, section 8844 palegis.us, checked Nov 13, 2026
Any distribution made by a limited liability company before its dissolution and winding up shall be in equal shares among members and persons dissociated as members
- Pennsylvania LLC act, section 8812 palegis.us, checked Nov 13, 2026
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
- Pennsylvania annual report pa.gov, checked Sep 1, 2026
- Pennsylvania LLC act, section 8825(a) palegis.us, checked Sep 18, 2026
- Official state fee schedule for LLC filings pa.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Pennsylvania’s rules. It is not legal or tax advice.
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