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You do not send a Pennsylvania operating agreement to the state. In its Business Guide, the Department of State says a Certificate of Organization is required to be filed with the Bureau, accompanied by a Docketing Statement form. No agreement is part of that package. The same guide says operating agreements are only available directly from the business entity. See our Pennsylvania LLC page for the filing itself.
Does Pennsylvania require an operating agreement?
We checked the Department's formation and fee pages and found no statement that an LLC must have one. We also have no quoted source for the default rules that apply when an LLC has none. Do not assume the state's rules will match what you and your co-owners expect. If this question affects money or control, ask a Pennsylvania lawyer.
What we can say is practical. The filing does not record how owners split profit or make decisions. If you leave that unwritten, the only record is what you remember.
What from the certificate should the agreement repeat?
Make the two documents agree. These points come from the Department's filing criteria:
- Name. An LLC name must include "company," "limited" or "limited liability company," or an abbreviation of one of those terms. It may not suggest a corporation with words such as "corporation" or "incorporated." Write the full name, ending included.
- Registered office. The certificate gives a registered office with street and number, and a post office box alone is not accepted. A commercial registered office provider can be named in place of an address. Record who is allowed to change it. Our Pennsylvania registered agent page explains the options.
- Organizers. Each organizer is named on the certificate and signs it. An organizer is not always an owner, so say who the members are in the agreement.
What else belongs in a Pennsylvania agreement?
These are matters you decide, not state rules.
Who owns what. List each member and their share. The certificate is not the place for it, so the agreement is your record.
Who runs the company. Say whether members manage it or a named manager does, and what needs a vote.
Annual report duty. LLCs file by September 30, and the fee is $7. The first report comes due the year after formation. Name who files it, who pays, and what happens if that person leaves. A missed report can lead to dissolution, so this one line protects the company.
Taxes. The Department's guide points to the Department of Revenue for state tax accounts and general tax questions. Add who handles those accounts, who signs the returns, and who keeps the records if an accountant is hired. Federal tax choices start with the EIN guide.
Professional services. Some LLCs offering services like law, medicine or public accounting must be organized under a restricted professional subtype and noted on the certificate. If that is you, have a lawyer draft the agreement, since professional rules sit on top of the usual LLC terms.
One owner or several?
The drafting differs. A one-member LLC mostly needs a clear statement that the owner and the company are separate, how money moves, and who takes over. A multi-member LLC needs rules for votes, buying out a partner and admitting new ones. Start with the page that fits: single-member LLC operating agreement or multi-member LLC operating agreement.
Is there a free template?
Our LLC operating agreement guide has a free template. It is generic. It is not tailored to Pennsylvania and it is not legal advice, so check it against the points above before you sign.
Not formed yet? Use our start an LLC form.