LLC Operating Agreement in Pennsylvania
Federal & State Law Editorial TeamLast reviewed: April 2026
Pennsylvania Requirements
- Operating agreement is not required by statute but is recommended
- Certificate of Organization filed with the Department of State ($125)
- Annual report due by December 31 of each year ($7 for domestic LLCs or $70 for foreign)
- No initial publication requirement (unlike some neighboring states)
- Must designate a registered office in Pennsylvania (not just a registered agent)
Filing Location
Department of State (Certificate of Organization only)
Filing Fee
Certificate of Organization: $125
Statute Reference
How to Complete This Form
- 1Determine the management structure of the LLC (member-managed or manager-managed).
- 2Define each member's ownership percentage and capital contributions.
- 3Outline how profits and losses will be allocated among members.
- 4Establish voting rights, decision-making procedures, and meeting requirements.
- 5Include provisions for adding or removing members and transferring membership interests.
- 6Address dissolution procedures and what happens if a member leaves or passes away.
- 7Have all members sign the agreement and retain copies with the company records.
Download Form Template
Download a template for the LLC Operating Agreement customized with Pennsylvania-specific requirements and instructions.
LLC Operating Agreement in Other States
Other Forms in Pennsylvania
When to Talk to a Lawyer
- Your LLC has multiple members with different contribution levels or management roles.
- You need to address complex tax elections, intellectual property ownership, or liability protection issues.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.