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Every Pennsylvania LLC should have an Operating Agreement, but getting one doesn’t have to be expensive. You can download and customize your own Operating Agreement using our free template below.
Here is a Member-managed Operating Agreement template available in 3 formats. This can be used for a Single-Member LLC or a Multi-Member LLC.
A Member-managed LLC is where all the Members (LLC owners) have the ability to legally bind the LLC in contracts and agreements. The LLC Members also run the business and day-to-day operations.
Here is a Manager-managed Operating Agreement template available in 2 formats. This can be used for a Single-Member LLC or a Multi-Member LLC.
A Manager-managed LLC is where one or more designated people (called Managers), have the ability to legally bind the LLC in contracts and agreements. The LLC Manager(s) also run the business and day-to-day operations.
The Members can't legally bind the LLC in contracts and agreements. They also don't take part in running the business and day-to-day operations. Instead, they take a passive/investor role.
However, the Members vote the Manager(s) into their position and are required to vote on certain things, like adding or removing an LLC Member.
Which one should I choose? It depends on how you want your LLC to be managed. Please see Member-managed vs Manager-managed LLC for more details. If you’re not sure which one to use, we recommend using the Member-managed Operating Agreement. This is the most common type of LLC management.
A Pennsylvania LLC Operating Agreement is a written contract between the LLC Members (LLC owners). This legal document includes detailed information about LLC ownership structure, who owns the company and how the LLC is managed.
Single-Member LLCs and Multi-Member LLCs should draft an Operating Agreement, keep it with their business records, and give a copy to all Members.
Your Operating Agreement will include basic information about your Limited Liability Company. Some of the information will be the same as what is listed in your Pennsylvania LLC Certificate of Organization. Operating Agreements should include:
Your Operating Agreement will list all the LLC Members and how much of the Limited Liability Company they each own.
How much of the LLC someone owns is called their “LLC Membership Interest”.
LLC Membership Interest is most often expressed as a percentage (like 5%, 50%, 100%, etc.).
Note: Some people make the mistake of saying they are “shareholders” of an LLC. This isn’t accurate. The terms “shares” or “shareholders” do not exist when talking about LLCs. The term “shares” specifically refers to ownership in a Corporation.
After your LLC is approved, you should open an LLC bank account and put money into that account.
Each of the LLC Members makes an initial capital contribution. Capital contribution simply means a deposit of money into the LLC bank account.
You will list the initial capital contributions in your LLC’s Operating Agreement.
Pro tip: If you complete your Operating Agreement before you have opened an LLC bank account, just enter the amount the Members plan to deposit. If the amount of your deposit changes, it’s okay to edit your Operating Agreement with the actual amounts later.
You will list how your LLC will be taxed in your Operating Agreement. There are four common ways an LLC can be taxed:
Note: Husband and wife LLCs can sometimes be taxed as a Qualified Joint Venture LLC. To do this, the LLC must be formed in a community property state. Pennsylvania is not a community property state, so your Pennsylvania LLC can’t be taxed as a Qualified Joint Venture.
The rules of membership voting will be spelled out in your Pennsylvania LLC’s Operating Agreement.
If you use the Member -managed Operating Agreement, the voting powers are proportionate to the LLC Membership Interest.
If you use the Manager -managed Operating Agreement, the voting powers are also proportionate to the LLC Membership Interest. Then the Members vote to elect a Manager or Managers. The Manager(s) then has authority to make certain decisions on behalf of the LLC (without needing a vote by the Members).
However, certain things, like adding or removing an LLC Member, require a vote of the Members (and the Manager has no say).
Once you finalize your Operating Agreement, make sure all the Members have a copy.
We recommend keeping a copy of the Operating Agreement with your LLC business records.
As per Section 8816 of the Pennsylvania LLC Act, an Operating Agreement isn’t required for an LLC under Pennsylvania law.
But while it’s not required in Pennsylvania to conduct business, we strongly recommend having an Operating Agreement for your LLC.
Additionally, financial institutions (like banks) and other organizations may need to see a copy of this paperwork in order for you to do business with them.
Why should an LLC with only one Member still have an Operating Agreement?
It’s best to have a written Operating Agreement, even if you are the sole Member (aka sole owner) of your Pennsylvania LLC (a Single-Member LLC).
If you go to court, an Operating Agreement helps prove that your Single-Member LLC is being run as a separate legal entity. And that protects your personal assets.
Does a Multi-Member LLC need an Operating Agreement?
It’s best to have an Operating Agreement, especially for a Multi-Member LLC. This is your LLC’s governing document that will spell out ownership percentages, profit distribution, legal consequences, operating procedures, and management responsibilities.
If you go to court, an Operating Agreement helps prove that your Multi-member LLC is being run as a separate legal entity.
Do I have to send my Operating Agreement to the state?
No, you don’t have to send your Operating Agreement to the Pennsylvania Department of State, or any other government agency.
Limited Liability Companies’ Operating Agreements are “internal documents”. Meaning, the Members just need to keep a copy with their business records.
The Operating Agreement is a legally binding document upon the LLC Members because of the Members’ signatures. It doesn’t need a government stamp of approval.
However, in the future, if your company were involved in a lawsuit or an audit, a court or government agency might ask to see a copy of your Operating Agreement.
Additionally, you may also need to show this document to:
No, your Operating Agreement doesn’t need to be notarized. Each Member just needs to sign it.
Once you (and the other LLC Members, if applicable) sign the Operating Agreement, then it becomes a legal document.
Can I write my own Operating Agreement?
Yes, but we recommend using a template to create a customized Operating Agreement.
An Operating Agreement is a legal document. You don’t have to hire an attorney to write one, though. Using a template helps make sure you cover everything you need to.
LLC University® offers free Operating Agreement templates that you can download and customize to write your own LLC Operating Agreement.
How do you write a simple Operating Agreement?
If you wanted to write a simple Pennsylvania Operating Agreement without using a template, you could. You’d need to check with the Pennsylvania LLC Act to make sure it meets all the requirements. (The rules are a little different for charitable organizations, for example.)
For example, at a minimum, you’d want your Pennsylvania LLC name, your Registered Agent information, your business purpose, the names of the LLC Members, and information about initial capital contributions.
However, there is a lot more information that is important to document about your LLC.
It’s probably a lot easier to start with an existing template. We have a free Operating Agreement template you can download on this page.
What is the difference between an LLC and an Operating Agreement?
An LLC (Limited Liability Company) is a type of business structure. It’s a legal business entity that you form by filing a document called the Certificate of Organization with the state.
An Operating Agreement is an internal document that governs how your LLC is run. It contains rules about how much of the company each Member of the LLC owns, and other details about management and taxes.
Said another way, the LLC is your legal entity. And the Operating Agreement is a written set of rules for how the LLC will operate.
You could have an LLC without an Operating Agreement (but you shouldn’t). But you can’t have an Operating Agreement without an LLC.
How do I set up an LLC in Pennsylvania?
Matt Horwitz is the leading expert on LLC education, and has been teaching for 15 years. He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC. He's cited by Entrepreneur Magazine, Yahoo Finance, and the US Chamber of Commerce, and was featured by CNBC and InventRight.
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.
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Thanks! You're subscribed √ Your email address is already subscribed.Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.
My wife and I own a number of properties and are in the process of paying off these mortgages, and once paid off, are transferring the ownership to an LLC (one LLC for each property). For estate planning purposes, we were encouraged to create an LLC (husband and wife) partnership, which itself owns each individual LLC (Sole proprietorship, “owned” by the overarching LLC.) The LLCs were created in PA.
I had a few questions:
(1) How does the Operating agreement language change if the member entity is another LLC? I described my wife and I as “members of the organizing entity: Overarching Company Name LLC” on the signature lines, and we both signed.
(2) The overarching LLC has an EIN #, does each individual LLC need it’s own individual EIN, or can the overarching company’s EIN be used for all of them? Reply
Hi Sean, one small clarification here. Your Child LLCs would not be taxed as Sole Proprietorships. Instead, they are taxed as Disregarded Entities, which are taxed as a branch/division of the Parent LLC. If the Child LLCs will be Member-managed (managed by the Parent LLC), the language can stay the same, because the Parent LLC is a Member. If the Child LLCs will be Manager-managed (lets say managed by you or you and your wife), you’d want to use a Manager-managed Operating Agreement. We have more infomration on mangement here: Member-managed LLC vs Manager-managed LLC. Because each LLC is its own separate entity, they should each have their own EIN and their own bank account. The Parent LLC will be the only entity filing a federal return, so there is “consolidation” there, but still; each LLC has their own EIN. One “exception” (but it’s not really an exception, it’s more so a quirk), if a Child LLC needs to submit a W9, the W9 will list the Parent LLC name and the Child LLC name, but it will only list the Parent LLC’s EIN. This is because it’s only the Parent LLC that files a federal return. Regarding the signature block, are you asking about the signature block in the Parent LLC’s Operating Agreement? Reply
No Parent and child LLCs will all be Member-Managed. Thanks Matt for your quick response (and providing this website…it has been very helpful). –Sean Reply
Matt HorwitzYou’re very welcome Sean. In the Parent LLC Operating Agreement, you’d both sign as Members. For example: _______________________________
Sean Smith, Member _______________________________
Mary Smith, Member In the Child LLC Operating Agreement, one of you would be signing for the Parent LLC. For example: _______________________________
Child Company, LLC
By: Parent Company, LLC
By: Sean Smith, its Member Reply
Thank you for all this great information, Matt! It has been so helpful.
I have 2 questions:
1) applied for LLC and created Operating Agreement using your instruction. I am the only member of my LLC and I did not hire a registered agent. Is it a good idea for only my name and my home address to be listed?
2) As of now it’s a regular LLC with 1 member. I heard that for tax purposes it’s best to classify it as “disregarded entity S-Corp and file form 2553”. What does that mean for me and how would I do that? Is it a good idea?
Thank you very much! Reply
Hi Angela, you’re very welcome! 1. If you are the Registered Agent for your LLC, you can place your name and address in the LLC’s Operating Agreement as the Registered Agent. In the Pennsylvania Certificate of Organization, the form only asks for the Registered Office address (not the name of the Registered Agent). So I take it your address was used on the Certificate of Organization. That is totally okay. You are not required to hire a Commercial Registered Agent (aka Commercial Registered Office Provider). 2. That is very over-simplified advice. An LLC can elect to be taxed as an S-Corporation, however, there are extra costs and administrative duties that need to be carried out to meet the S-Corp requirements. We typically recommend looking into S-Corp taxation once there is $50-$70k net income per LLC Member. We’ve covered this in more details here: LLC taxed as S-Corporation. If you’re just started out and establishing revenue/sales, we recommend leaving the LLC taxed in its default status. In your case with a Single-Member LLC, that means the LLC will be treated as a Disregarded Entity/Sole Proprietorship for tax purposes. Hope that helps! Reply
Hello and thank you for all of the helpful information. I am about to file for a mmllc in PA. One of the potential members has been and is currently working abroad in Singapore. He is a legal US citizen but has been working out of the country for 4 years. I would like to make sure that we are able to move forward with him listed as a partner, despite his current foreign address and location. Thanks in advance for your help! -Brad Reply
Matt HorwitzHi Brad, you’re very welcome. When forming a Pennsylvania LLC, there are no citizenship or residency requirements for LLC Members (owners), so yes, you can both be Members in your Pennsylvania LLC. His foreign address would really only appear in a private document; your PA LLC Operating Agreement. Hope that helps. Reply
Matt thank you again. Hopefully this is my last question. We live in Arizona and use that as our mailing address for EIN but the physical address for business & registered agent (NW) is in Pennsylvania. Do I send our form to the treasury for PA or the treasury for AZ. Through this whole process I have struggled with knowing which address to use where. With gratitude for the amazing service you & your website provide! Beth Reply
Matt HorwitzHi Beth, you’ve very welcome. You can send Form 8832 to the address for AZ. Honestly, it would get processed either place you sent it. It’s just faster to send to the address specific for AZ. Reply
Ask again Matt. Read some comments on your site where a person had a problem applying for a new EIN using the same LLC name (had to wait until the old number was canceled to get a new one). To avoid that and any delay implementing our newly established LLC do you think it would be better to just submit form 8832 to change from single-member to partnership so we can proceed with deed change and opening bank account using the current EIN. Form 8832 is a little confusing but seems it would be more efficient for us to keep the same EIN. As a reminder this is a brand new LLC effective one 1/1/20. Thanks Reply
Matt HorwitzHi Beth, if partnership taxation is the route you are going, then yes, you can file Form 8832. You’ll list the LLC name, EIN, and address at the top. Under “Check if”, you’d leave that section blank. 1 would be B. 2a would be No. Skip 2b. 3 would be Yes. Skip 4. Skip 5. 6 would be B. Skip 7. 8 would be 1/1/20. 9 and 10 could be either you or your husband. You’d both sign and each use the title “Partner” (the IRS prefers that title instead of “Member” for Multi-Member LLCs). Part II Late Election Relief can be skipped. Hope that helps! Reply
Matt I am so grateful for your assistance but I have to ask regarding your response above on form 8832. Thus is a new LLC effective 1/1/20 but we did already request and obtain an EIN at the end of December (which is why we are submitting the form) should we be selecting Yes for 2A and Yes for 2B rather than No for 2A as you advised? I feel like we did previously file an entity election that had an effective date within the last 60 months and we are now requesting to change the entity type from single-member to partnership. And for 2B it seems that our prior election was an initial classification by a newly formed entity that was effective on the date of formation (1/1/20). Thanks again Reply
Matt HorwitzHi Beth, great question. That language on 2A and 2B can be quite confusing. Applying for an EIN, either by mail, fax, or online is not considered an “entity election” (question 2A) or an “initial classification election” (question 2B). Rather, it is considered “establishing” the EIN. The only two forms that can make an “entity election”, “classification election” or “initial classification election” are IRS Form 8832 and IRS Form 2553. So because your LLC has never filed an 8832 or 2553, 2A would be No and you would skip 2B. Hope that helps clarify this confusing form ;) Reply
Thank Matt, your site has been invaluable. My husband submitted required docs to PA to establish a single member LLC for a real estate investment he owns (note we live in AZ). Also obtained EIN as sole member We are using NW Registered Agent. Because I am on the loan (and have been for years), the bank is now requiring that I be included as a 25% member in the LLC in order to transfer loan to LLC name. I have done a lot of research and seen the term husband and wife LLC used, including in your presentations. Only my husband’s name is on the Initial Resolutions submitted to the state and the PA Certificate of Organization does not list either of our names nor does it specify the type of LLC. We are thinking we can just include my name and % interest in the Operating Agreement as you did in the husband and wife example you used here. Does that sound right or do you think we need to amend something with the state? We plan to file taxes on schedule E for both Federal & PA as we have always done when he operated as a sole proprietorship.
Thanks for feedback. Reply
Hi Beth, the Pennsylvania LLC Certificate of Organization doesn’t list Members, so you don’t need to amend that. And the Initial Resolution is just that… the Initial Resolution. It’s doesn’t get amended. And it’s not set in stone. Meaning, it can be overridden. Here’s the overview to becoming a Member of your husband’s LLC. First, your husband needs to transfer/assign 25% of his 100% LLC membership interest to you. This is usually done via an Assignment of LLC Membership Interest. Then you’ll want to amend the LLC’s Operating Agreement. Then you need to update the IRS since the tax classification of the LLC will be changing. The LLC has been taxed as a Sole Proprietorship. After you become a Member, it will need to be taxed as a Partnership. This tax classification change is done via IRS Form 8832. You’ll also need to update the Pennsylvania Department of Revenue and the bank to add yourself as a signer. Hope that helps! Reply
Thanks for quick response, and happy new year. To clarify, the LLC is brand new for 1/1/2020. Property was previously managed as a sole proprietorship so we are not making any change with feds or state other than establishing the new LLC this year. First tax filing for LLC will not be until April 2021. Seems we can just modify the articles of organization we just created and leave everything else the same. Just wondering if we need a new EIN documented as a partnership versus single member. Also still confused as to whether we qualify for qualified joint venture LLC since we live in Arizona but established LLC in PA where the business is located. Somethings I’ve read make it sound like a husband and wife can file taxes as a disregarded entity, which is our preference. Reply
Matt HorwitzHi Beth, Happy 2020! Again, there shouldn’t be a need to amend the PA Certificate of Organization as there is no place to list Members (owners). You’ll need to speak with a qualified accountant regarding the potential for a Qualified Joint Venture LLC. We’re not sure where the property (the PA LLC membership interest) is considered to be located and whether or not you can hold that property together as husband and wife or you need to hold it separately. If a Qualified Joint Venture is allowed, then you can mail a letter to the IRS requesting to be taxed as a Qualified Joint Venture. Alternatively, you can cancel the EIN and get a new one as a QJV. If the QJV isn’t allowed, then you can either file Form 8832 to change to Partnership taxation or cancel the current EIN and get a new one where “2” Members is entered (in the EIN Online Application), which defaults the LLC to Partnership taxation. Hope that helps. Reply
