Updated February 20, 2023
A Pennsylvania LLC operating agreement is a legal document that sets up policies, procedures, ownership, and the operational duties of the company. The agreement should include the terms needed to run the business and the ownership of each member. If any changes are to occur, the operating agreement must be updated by written amendment.
By Type (2)
Single-Member LLC Operating Agreement – For use by a sole owner of a company who would like to establish their procedures, policies, daily activities, and to create a clear separation between the owner and their business.
Download: Adobe PDF, MS Word (.docx), OpenDocument
Multi-Member LLC Operating Agreement – For use by entities that have more than one (1) managing member (contributing member), so that they may establish the various important aspects of their business. As well, all members shall take part in creating an overall separation between the members and their organization.
Download: Adobe PDF, MS Word (.docx), OpenDocument
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How to Form an LLC in Pennsylvania
The Pennsylvania Secretary of State demands that all business applications be filed under an operating name which is unique and in no way similar to that of another business entity. Therefore, you are encouraged to Search for your Business Name in the State’s database before filing to verify that it is available for use in Pennsylvania.
Step 1 – Registered Office
All LLCs in the State must choose a Registered Office, which may or not be the same location as the principal business address, for the purpose of receiving legal correspondence on the company’s behalf.
Step 2 – Registration Documents
Choose your LLC type from the following list and complete the subsequent application:
- Domestic – Certificate of Organization
- Foreign – Foreign Registration Statement
All entities doing business in Pennsylvania are also required to submit a Docketing Statement.
*Online applicants will be required to create an Online Account in order to access the State’s filing system.
Step 3 – Pay the Fee
After completing your application, a filing fee must be supplied to the Secretary of State; the exact fees are as follows:
- Domestic – $125
- Foreign – $250
You will be instructed to pay the fee with your credit card if filing online. Otherwise, have a check or money order made out to the ‘Department of State’ and send it, along with your application and docketing statement, to the following address:
Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, P.O. Box 8722, Harrisburg, PA 17105-8722
Step 4 – Operating Agreement (optional)
LLC owners are advised to draft an operating agreement to outline the rules and regulations of the business, including the duties of each member (if a multi-member LLC) and various operating procedures. The form is meant for personal documentation only as the State has no legal demand for an agreement to be drafted.
Step 5 – Employer Identification Number (EIN)
An Employer Identification Number (EIN) should be applied for directly after filing with the Pennsylvania Department of State. This identifier is similar to a Social Security Number in that it is used by the Internal Revenue Service to monitor the financial activity of entities operating in the country.
Apply for an EIN by completing one of the following:
Laws
- Limited Liability Companies – Title 15, Chapter 88
- Operating Agreement Statutes
“Operating Agreement” Definition
“Operating agreement” — 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.
Is an Operating Agreement REQUIRED in Pennsylvania?
No — Pennsylvania does not legally mandate the adoption of an operating agreement for LLCs.