The Pennsylvania multi-member LLC operating agreement is a legal document that will be used specifically by companies that have more than one (1) member. The document will assist in guiding the members through the establishment of company procedures and policies, member listings, member duties, and responsibilities among other important aspects of the entity.
The document is not one that is required in order for the business to operate inside the state of PA. However, without the implementation of the document, the members’ personal assets would likely become vulnerable to liquidation if, in fact, the entity is presented with any type of litigation or business failure that would require legal liability to claimants and/or creditors. By completing this document, although the company would remain liable, the members’ assets would remain protected, as, this document will provide a clear separation between the members and the entity.
The document should be carefully examined by all member to ensure that all members understand the language. If the members aren’t certain they fully understand the information contained within the document, they may consider the assistance of legal counsel.
How to Write
Step 1 – Download the document. Provide the company name at the beginning of the form, in the line provided
Step 2 – The Agreement – Enter:
- The effective date of the document (mm/dd/yyyy)
- Full names of the members
Step 3 – The Company – Provide:
Formation –
- An agreement commencement date (mm/dd/yyyy)
- Name of the company
- A name that will be used while conducting the principal business
Name – Enter the following
- A business name to be used to conduct the company’s business
- Purpose – Review the information
Office –
- Submit the address that is maintained as a location while the performance of the principal of the business shall be maintained
Registered Agent – Enter:
- The name of the agent initially registered with the company
- The registered address of the office where the business shall be maintained
Term –
- Submit the date of commencement in mm/dd/yy format
Read the titles:
- Names and Addresses of Members
- Admission of Additional Members
Step 4 – Titled Sections and Subsections– Members must read the following sections and subsections:
- Capital Contributions – subsections 2.1 through 2.3
- Allocations of Profits and Losses; Distributions – subsections 3.1 through 3.3
- Indemnification
- Powers and Duties of Managers, Section 5.1 – subsections 5.1.1 through 5.3
- Salaries, Reimbursement and Payment of Expenses – subsections 6.1 through 6.3
- Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking 7.1 through 7.4
- Transfer of Membership Interest – 8.1 and 8.2 (subsections 8.2.1 through 8.2.5) – and 8.4 (subsection 8.4.1) – 8.5 (subsections 8.5.1 through 8.5.5)
- Dissolution – Review 9.1 (subsections 9.1.1 through 9.1.4), also 9.2 (subsections 9.2.1 through 9.2.3)
Step 5 – General Provisions – Read all of the information contained within the following titles:
- Amendments
- Governing Law
- Entire Agreement; Modification
- Attorney Fees
- Further Effect
- Severability
- Captions
- Notices
Step 6 – Additional Documents, Member’s Signatures and Acknowledgement – All signatures must be provided before a notary public:
- Members, enter printed or typed names
- Members must enter their respective signatures
Listing of Members – Schedule 1 – Submit the following:
- Enter the company name
- The date that the list will be effective dd/mm/yy format
- Each member’s name
- Member’s addresses
- Type or print the member’s names
- The members’ signatures
Listing of Capital Contributions -Schedule 2 – Enter the following information:
- The name of the company at the top of the document
- Members respective names
- Member’s contribution
- Members percentages of interest
- Date the member’s signatures (dd/mm/yy)
- Print or type members names
- Member’s signatures
Listing of Valuation of Members Interest – Schedule 3 –Provide:
- The name of the company
- All member’s names
- The amount of the member’s Valuation Endorsement
- The date of all members signatures in dd/m/yy format
- Date of the member’s signatures
- All Signatures must be submitted in the presence of a notary
Step 7 – Notarization –
- When the document is completed by the members and the notary public has witnessed and recorded all signatures, the notary will complete the needed information to acknowledge the member’s signatures and affix the notary seal
The members must retain a copy of the document in their personal records.
