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Pennsylvania LLC Operating Agreements (2)

A Pennsylvania LLC operating agreement is a legal form that establishes the rules and structure of a limited liability company (LLC). This can formalize agreements among multiple owners and furthermore serve to protect owners’ assets from claims made against the company. The operating agreement is different from the documents needed to create the LLC and is used internally, as opposed to being filed with the State of Pennsylvania.

By Type (2)


Single-Member LLC Operating Agreement

Download: Adobe PDF, MS Word


Multi-Member LLC Operating Agreement

Download: Adobe PDF, MS Word


Table of Contents

How to Form an LLC in Pennsylvania

  • Filing fee: $125 (domestic LLCs), $250 (foreign LLCs)
  • Processing time: 15 business days

1. Choose a Name

Applications can be made to reserve a name for exclusive use for 120 days (§ 208). Before reserving a name, check whether it is registered to another entity already by searching the state’s business entity database.

2. Choose an LLC Type

Domestic LLC – For an LLC located within Pennsylvania.

  • Online Filing – Create a Keystone account to file online.
  • Paper Filing (Form DSCB:15-8821) – Mail a completed Certificate of Organization and fee to the Pennsylvania Department of State Bureau of Corporations and Charitable Organizations, P.O. Box 8722, Harrisburg, PA 17105-8722.

Foreign LLC – For an LLC located outside Pennsylvania.

  • Online Filing – Create a Keystone account to file online.
  • Paper Filing (Form DSCB:15-412) – Mail a completed Foreign Registration Statement and fee to the Pennsylvania Department of State Bureau of Corporations and Charitable Organizations, P.O. Box 8722, Harrisburg, PA 17105-8722.

3. Post-Formation

Once the paperwork has been processed, several documents must be filed.

Name Reservation

  • Filing fee: $70

Any person can reserve an entity name for exclusive use for up to 120 days (§ 208).

  • Online Filing – Sign into Keystone to submit a name reservation request.
  • Paper Filing – Mail a completed Name Reservation/Transfer of Reservation form plus the filing fee to the Pennsylvania Department of State Bureau of Corporations and Charitable Organizations, P.O. Box 8722, Harrisburg, PA 17105-8722.

Renewing an LLC (Decennial Report)

  • Filing fee: $70

Every LLC in Pennsylvania is required to file a decennial report with the Bureau of Corporations and Charitable Organizations to prove its continued existence (§ 503). The report must be filed every 10 years in years ending with the numeral 1 (one).

  • Paper Filing (Form DSCB:54-503) – The completed Decennial Report form and payment for the filing fee can only be submitted via mail to the PA Department of State, P.O. Box 8722, Harrisburg PA 17105-8722. Checks can be made payable to the PA Department of State.

Dissolving an LLC

Filing fee: $70

An LLC is officially dissolved when a certificate of dissolution is filed with the filing office (§ 8872).

  • Online Filing – Sign into Keystone account to dissolve an LLC. Payment can be made with a credit card.
  • Paper Filing – Complete the Certificate of Dissolution form and send it along with filing fee to the PA Department of State, P.O. Box 8722, Harrisburg PA 17105-8722.

Statutes

“LLC Operating Agreement” Definition

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.