The Pennsylvania LLC operating agreement is a legal document that would be used by various sized businesses for the purpose of establishing certain policies, procedures, member duties and responsibilities, among other important aspects of the company.
This document is not required to legally operate a business within the State, however, absence of the document as part of any business would leave the members/owner at risk of losing private financial accounts and personal assets in the event the company is presented with litigious actions against the company. With the completion of this document, the members/owner will provide a clear separation between the members/owner and the business, therefore relieving them from this particular type of liability. The business will remain liable, but each member’s/owner’s assets will remain protected, so as not to affect the member/owner or their family. The completion of the document will also allow for tax benefits that would not be available to the organization without the filing of the document.
The members/owner should carefully review the document before application and signature(s). If the member(s)/owner should feel they should seek further assistance, they should consider consulting with knowledgeable counsel for clarification and possible further assistance.
Table of Contents
Multi-Member – For use by entities that have more than one (1) managing member (contributing member), so that they may establish the various important aspects of their business. As well, all members shall take part in creating an overall separation between the members and their organization.
Single-Member – For use by a sole owner of a company who would like to establish their procedures, policies, daily activities, and to create a clear separation between the owner and their business.
The Pennsylvania Secretary of State demands that all business applications be filed under an operating name which is unique and in no way similar to that of another business entity. Therefore, you are encouraged to in the State’s database before filing to verify that it is available for use in Pennsylvania.
Step 1 – Registered Office
All LLCs in the State must choose a Registered Office, which may or not be the same location as the principle business address, for the purpose of receiving legal correspondence on the company’s behalf.
Step 2 – Registration Documents
Choose your LLC type from the following list and complete the subsequent application:
- Domestic – Start a new LLC in Pennsylvania
- Foreign – File a preexisting LLC in Pennsylvania
*Online applicants will be required to create an in order to access the State’s filing system.
Step 3 – Pay the Fee
After completing your application, a filing fee must be supplied to the Secretary of State; the exact fees are as follows:
- Domestic – $125
- Foreign – $250
You will be instructed to pay the fee with your credit card if filing online. Otherwise, have a check or money order made out to the ‘Department of State’ and send it, along with your application and docketing statement, to the following address:
Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, P.O. Box 8722, Harrisburg, PA 17105-8722
Step 4 – Operating Agreement (optional)
LLC owners are advised to draft an operating agreement to outline the rules and regulations of the business, including the duties of each member (if a multi-member LLC) and various operating procedures. The form is meant for personal documentation only as the State has no legal demand for an agreement to be drafted.
Step 5 – Employer Identification Number (EIN)
An Employer Identification Number (EIN) should be applied for directly after filing with the Pennsylvania Department of State. This identifier is similar to a Social Security Number in that it is used by the Internal Revenue Service to monitor the financial activity of entities operating in the country.
Apply for an EIN by completing one of the following:
Step 1 – Once the form has been downloaded, submit the company name into the initial line of the form.
Step 2 – The Agreement – Submit an effective agreement date in dd/mm/yyyy format – Submit the following:
- Check an applicable box
- Any required information
- Single-Member – The company name, as well, the state where the company shall reside. Enter the owner’s name and the business address
- Multi-Member – Each member’s name and physical address
Step 3 – Name and Principal Place of Business – Provide all of the following:
- Registered name of the company
- Physical address of the business
- The city where the business is located
Review all remaining information. Enter all other required information.
Formation – Submit the following:
- The date of the formation of the company, in dd/mm/yy format
- Read all of the information contained within the following titles:
Member Capitol Contributions –
- Check the applicable box
- Single-Members – The owner must read the information
- Multi-Members – Submit each member’s name and contribution amounts
- Members must review the remaining information
- Check the box that applies
- Single-Members – Review the information provided
- Multi-Members – Provide each member’s name and enter their Percentage Interests individually
- Continue by reviewing all remaining information
Step 4 – Books, Records and Tax Returns –
- Check the appropriate box
- Read the information
Proceed by reviewing all of the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Review the information
- Multi-Members – Read the information
- Provide the limits agreed upon by the members. Enter the limits into the respective lines provided
Step 5 – Titled Sections – If applicable, check the box – Review all of the following:
- Meetings of Members – Provide a date for the annual meeting of members in dd/mm/yy format
- Assignment of Interests
- Ownership of Company Property (Sole Owners)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the applicable box and review the information
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Submit the company name. Enter the effective date (dd/mm/yyyy)
- Indemnification (Sole Owner)
Step 6 – Signatures – Submit the following:
- The document’s date of execution
- The signature of the selected company representative
- All members must submit signatures
As the document reaches completion, all members must receive a copy of the document for the purpose of personal record keeping.