Pennsylvania gives an operating agreement broad legal form: it can be oral, implied, in record form, or a combination, and the statute expressly recognizes an agreement for a sole-member LLC. Put the terms in writing anyway, because when the agreement is silent, Pennsylvania can default to equal management rights and equal pre-dissolution distributions even when members contributed different amounts.
Choose the version that matches your Pennsylvania LLC structure.
Is an Operating Agreement Required for a Pennsylvania LLC?
No. Pennsylvania does not make an operating agreement part of the LLC formation filing. A domestic LLC is formed through a Certificate of Organization, accompanied by a docketing statement, filed with the Bureau of Corporations and Charitable Organizations. See the Pennsylvania Department of State’s LLC formation guidance. The current Certificate of Organization filing fee is $125 under the state’s business filing fee schedule.
Pennsylvania still recommends that LLCs create an operating agreement. It is kept with the business rather than filed with the Department of State, and because Pennsylvania recognizes oral and implied agreements, Chapter 88 does not impose a general writing, signature, or notarization requirement for an operating agreement.
What Counts as a Pennsylvania LLC Operating Agreement?
“Operating agreement.” 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.
That flexibility is broader than simply having a signed document in a company folder. Pennsylvania’s Business One-Stop operating agreement guidance nevertheless recommends a written agreement covering ownership, member responsibilities, profit and loss arrangements, and other LLC rules.
A Pennsylvania operating agreement does not have to exist as one signed document to fall within the statutory definition.
The statutory definition specifically includes an agreement of a single member, so a one-owner Pennsylvania LLC does not need another party for the agreement to be recognized.
§ 8815(a)–(c) makes the operating agreement the primary rulebook for member relationships, member and manager rights and duties, company activities and affairs, amendment procedures, and certain entity transactions. Pennsylvania law supplies the rule when the agreement leaves one of those matters open, subject to limits the agreement cannot override.
Pennsylvania LLC Default Rules (When the Agreement Is Silent)
These are Pennsylvania rules worth addressing expressly rather than leaving them to the statute. Several do not follow ownership percentages automatically.
Before dissolution, distributions are made in equal shares by default. A member who contributed more money does not automatically receive a larger share.
§ 8844(a)The LLC is member-managed unless the operating agreement expressly makes it manager-managed.
§ 8847(a)In a member-managed LLC, every member has equal management rights. Ordinary-course disputes are decided by a majority of members, while acts outside the ordinary course generally require all members.
§ 8847(b)If the operating agreement does not set another amendment procedure, changing it requires the affirmative vote or consent of all members.
§§ 8847(b)(6), 8847(c)(3)(iii)A transferee normally receives the economic right to distributions, but the transfer alone does not give the buyer management rights or ordinary access to company information.
§ 8852A member has the power to withdraw at any time, but a voluntary withdrawal before winding up can be a wrongful dissociation and can expose the departing member to damages.
§ 8862A nonmanager member seeking company information must generally make a record-form demand tied to the member’s interest. The company must respond to the demand within 10 days.
§ 8850(b)The particularly important Pennsylvania drafting points are the first two: money invested does not automatically control either distributions or management power. If members want economics or voting rights tied to ownership percentages, those rules should be stated clearly in the operating agreement.
