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Pennsylvania LLC Operating Agreement Template

A Pennsylvania LLC operating agreement is a foundational document that the owners of a limited liability company (LLC) execute to establish their business’s structure and practices. The completed document will relay each member’s ownership percentage, financial interests, rights, and obligations regarding the LLC. If the members do not create an operating agreement, the company will be governed by state law and they may be vulnerable to personal liability.

Contents

Types (2)

Single-Member LLC Operating Agreement – Relays the financial and logistical framework of an entity that has one (1) sole owner/member.

Download: PDF, Word (.docx), OpenDocument

 


Multi-Member LLC Operating Agreement – Allows the owners of a company with two (2) or more members to enter into a binding agreement that defines the company’s ownership and operations.

Download: PDF, Word (.docx), OpenDocument

 


Laws


How to File

Step 1 – Find a Unique Entity Name

All LLCs are legally required to register their company with a unique business name that is not already reserved or registered in Pennsylvania. The name must include one of the following designations: “company,” “limited,” “limited liability company,” or an abbreviation of those words.

To check if an entity name is already taken, navigate to the Department of State Search Business Entity website enter the name in the “Business Entity Name/ID” field and click Search. If the search results in any matches to the name, other names will need to be tested until a unique name has been found.

Entity names can be reserved for one hundred twenty (120) days by filing a Name Reservation form with the Bureau of Corporations with payment of the $70 fee. Name reservations can also be completed online.

Step 2 – File Forms with Department of State

An LLC is officially formed when it has been approved by the Department of State after the necessary forms have been filed with the Bureau of Corporations.

Domestic LLC

If the company is opening operations in Pennsylvania and will be based in the state, it is considered a “Domestic LLC” and is created with the filing of the Certificate of Organization. A New Entity Docketing Statement must also be completed and filed with the certificate. The statement relays basic facts of the company filing.

Required Forms:

  • Certificate of Organization
  • New Entity Docketing Statement

Filing Fee: $125

Foreign LLC

Companies with existing offices registered in other states are considered “Foreign LLCs.” To apply for the right to operate in Pennsylvania, foreign LLCs are required to file a Foreign Registration Statement with the Department of State. Foreign companies will also need to file a Certificate of Authority issued by a state in which they are registered (the document may have a different title in their state). A New Entity Docketing Statement is also required.

Required Forms:

  • Foreign Registration Statement
  • Certificate of Authority (or equivalent document)
  • New Entity Docketing Statement

Filing Fee: $250

File Online

Online filing of LLC forms is completed through the PENN File business portal. To access this service, users will need to register a Keystone Login ID and Password.

File By Mail

Download and complete the necessary forms:

Foreign LLCs will also be required to attach a Certificate of Good Standing or similar document issued by their registered state. Once the documents have been completed and assembled, they must be sent along with payment of the associated filing fee to the Bureau of Corporations.

Step 3 – Create an Operating Agreement

An operating agreement is an internal document that defines an LLC for its members. The most important aspect of this contract is that it lays out the percentage of ownership, financial interest, decision-making rights, and obligations of each member. Although the agreement isn’t legally required, it is essential in laying the foundation for the company’s structure and operations.

  • Single-Member LLC Operating Agreement
  • Multi-Member LLC Operating Agreement

Step 4 – Apply for an EIN from the IRS

If a new LLC has more than one (1) member, it must obtain an employer ID number (EIN) from the IRS. The EIN is a number that is assigned to businesses to identify them for federal taxation. Companies can apply online or by mailing a completed Application for EIN (Form SS-4) to the below address.

Internal Revenue Service
Attn: EIN International Operation
Cincinnati, OH 45999


Resources

Filing Options: Online / By Mail

Costs:

  • Domestic filing fee: $125
  • Foreign filing fee: $250
  • Expedited filing (optional): $100-$1,000
  • Name reservation: $70

Forms:

Links: