Pennsylvania LLC Operating Agreement
Generate a llc operating agreement tailored to Pennsylvania law. Our AI incorporates PA-specific statutory requirements, disclosure obligations, and legal standards into every document.
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Pennsylvania Legal Requirements
Key PA statutes and obligations that apply to your llc operating agreement.
Requirements
- Pennsylvania Association Code (15 Pa. C.S. §§ 8811-8893) governs LLCs
- Certificate of Organization filed with PA Department of State ($125 fee)
- No annual report required (decennial report due every 10 years — $70 fee)
- Pennsylvania personal income tax: 3.07% on members' share of LLC income
- Registered agent with Pennsylvania address required
Restrictions & Limits
- No series LLCs in Pennsylvania — must form separate entities
- Professional LLCs (PLLCs) required for licensed professionals
- LLC name must include 'Limited Liability Company,' 'LLC,' or 'L.L.C.'
Official Statute References
Primary Pennsylvania statutes governing this document type.
Pennsylvania LLC Operating Agreement FAQ
Common questions about llc operating agreements under Pennsylvania law.
Does Pennsylvania require an LLC operating agreement?
Pennsylvania does not require an LLC operating agreement to be filed with the state, but the PA Association Code allows members to adopt one. Without an operating agreement, the statutory default rules apply — often not what members intend, especially for profit sharing and management.
What are the annual requirements for a Pennsylvania LLC?
Pennsylvania LLCs do not file annual reports. Instead, they must file a decennial report every 10 years (in years ending in '1') to remain in good standing. The fee is $70. LLCs must also maintain a registered agent in Pennsylvania.
What is the Pennsylvania corporate net income tax for LLCs?
Single-member LLCs are treated as disregarded entities for PA tax purposes. Multi-member LLCs are generally taxed as partnerships, with members paying PA's 3.07% personal income tax on their share. PA also has a Capital Stock/Franchise Tax that may apply to LLC assets.
How does Pennsylvania's PA Association Code affect LLC operations?
The PA Association Code (effective 2017) modernized Pennsylvania LLC law. It clarified that operating agreements can modify most default rules, including management authority, profit/loss allocation, and dissolution procedures. Courts defer to properly drafted operating agreements.
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LLC Operating Agreement by State
Laws vary significantly by state. Find the right form for your location.
Disclaimer: LegalLawDocs.com provides self-help legal documents for informational purposes only. The documents and information on this site do not constitute legal advice and are not a substitute for consultation with a licensed attorney. Laws vary by state and change frequently — review your document with a qualified professional before relying on it.