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Pennsylvania LLC Operating Agreement Template

Pennsylvania's default rules can catch unequal investors off guard: unless the agreement says otherwise, distributions before dissolution are split in equal shares, not by capital contributed. Ordinary decisions go to a majority of members, and amendments or acts outside the ordinary course generally need everyone's consent. Pennsylvania LLCs also now file an annual report with a $7 fee by September 30.

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Pennsylvania rules to know

  • No writing required, but recommended

    Pennsylvania's operating agreement may be oral, implied, in a record, or a mix. Where it is silent, the Uniform Limited Liability Company Act of 2016 (Chapter 88) supplies the rules.

    15 Pa.C.S. ch. 88 (Uniform Limited Liability Company Act of 2016)

  • Default: per-capita management

    Unless the certificate or agreement says otherwise, an LLC is member-managed, ordinary matters are decided by a majority of members, and acts outside the ordinary course or amendments generally need all members' consent.

    15 Pa.C.S. § 8847

  • Distributions default to equal shares

    Without contrary terms, distributions before dissolution are made in equal shares among members, not by capital contributed or ownership percentage. Members who contributed unequally should say how distributions work in the agreement.

    15 Pa.C.S. § 8844

  • New annual report requirement

    Since 2025, Pennsylvania LLCs must file an annual report with a $7 fee by September 30. Starting with 2027 reports, failing to file within six months after the deadline can lead to administrative dissolution. Core duties like loyalty generally cannot be fully eliminated.

    Act 122 of 2022 (15 Pa.C.S. annual report provisions); 15 Pa.C.S. § 8815

Last updated 2026-10-05

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Our Pennsylvania LLC Operating Agreement template as a Word document — a general starting point you fill in yourself. Sign in free to download it.

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What a llc operating agreement covers

  • Members, ownership percentages and capital contributions
  • Member-managed or manager-managed
  • Profit and loss allocation and distributions
  • Voting and major decisions
  • Transfers of membership interests and buyouts
  • Dissolution and winding up

Frequently asked questions

Does a Pennsylvania operating agreement have to be written?
No. Pennsylvania lets the operating agreement be oral, implied, in a record, or a mix. Where it is silent, Pennsylvania's Uniform Limited Liability Company Act of 2016 (Chapter 88) supplies the rules. A written agreement is still recommended so members can prove any terms that differ from those defaults.
What decisions need unanimous consent in a Pennsylvania LLC by default?
Unless the certificate or agreement says otherwise, a Pennsylvania LLC is member-managed and ordinary matters are decided by a majority of members. Acts outside the ordinary course of business and amendments to the agreement generally need the consent of all members. Your agreement can set different voting thresholds.
What is Pennsylvania's new LLC annual report requirement?
Since 2025, Pennsylvania LLCs must file an annual report with a $7 fee by September 30. Starting with 2027 reports, failing to file within six months after the deadline can lead to administrative dissolution. Separately, keep in mind that core duties like loyalty generally cannot be fully eliminated by the operating agreement.
Does a single-member LLC need an operating agreement?
Usually it isn't legally required, but it helps show the LLC is a separate business from you — which supports liability protection — and banks often ask for one.
What happens if we don't have one?
Your state's LLC statute fills the gaps with default rules on voting, profit splits and departures, which may not match what the members actually agreed.
Do I file the operating agreement with the state?
Generally no. It's an internal document the members keep, separate from the articles of organization filed with the state.

LLC Operating Agreement in other states

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