Pennsylvania LLC Operating Agreement
The Pennsylvania LLC Operating Agreement is the core document that is referred to when issues
concerning a Pennsylvania limited liability
company (“LLC”) need to be resolved.
The LLC
Operating Agreement is the most important document for your Pennsylvania LLC.
In the case of a single member LLC, without the formality
of an LLC Operating Agreement, the LLC can closely resemble
a sole proprietorship, which does not limit your personal
liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with
respect to the affairs and management of the LLC and governs
the relationship amongst the members of the LLC. By having
an LLC Operating Agreement, the members will be provided
with a clear set of rules that all members have agreed upon
greatly reducing the likelihood of disagreement between
them in the future. A LLC Operating Agreement will also
greatly reduce financial and management misunderstandings,
and make sure your business is governed by your own rules
-- not default rules created by the state of Pennsylvania.
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will have one or more members, will be managed by its members
or by elected managers, or will be granting one or more
members an interest in the LLC for the performance of services,
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Pennsylvania LLC.
The LLC operating
agreement does not have to be filed with any state agency.
All states, including the state of Pennsylvania will enforce
valid operating agreements entered into among LLC members.
The operating agreement will only be enforced against the
persons who are parties to the agreement. Therefore, it
is extremely important that all members of an LLC sign the
operating agreement.
Your Pennsylvania
Limited Liability Company
LLC Filing Office
Secretary
of State
Corporations Bureau
206 North Office Building
Harrisburg, PA 17120
Tel: 717-787-1057
www.dos.state.pa.us/corps/site/default.asp
Check Name Availability
Entity or Franchise Level Tax
Pennsylvania does not impose its corporate net
income tax on partnerships, LLCs taxable as partnerships,
or disregarded single-member LLCs.
In addition, partnerships are not subject to the
capital stock/franchise tax. Capital stock and franchise tax imposed on all
LLCs except for restricted professional companies. The capital stock tax is being phased out, with
the rates set as follows: 5.99 mills for 2005; 4.99 mills
for 2006; 3.99 mills for 2007; 2.99 mills for 2008; 1.99
mills for 2009; and .99 mills for 2010.
State LLC Act
The
Pennsylvania LLC Act is contained in Title 15, Chapter 89
of the Pennsylvania Statutes
Important Statutory
Rules
LLC Management
An
LLC is managed by its members unless the Operating Agreement
states that the LLC is to be managed by one or more managers.
Admission of Members
No
statutory requirements exist for admitting a member to an
LLC. The Operating Agreement shall govern how a member
may be admitted to the LLC.
Unless otherwise provided in the Operating Agreement,
the admission of a transferee as a member must be approved
by the members holding a majority of the capital interests
of the LLC.
Amending the Operating Agreement
Unless
otherwise provided in the Operating Agreement, amendments
to the Operating Agreement require approval of all the members.
Dissolution
Unless
otherwise specified in the Operating Agreement, unanimous
written consent of all members is required to voluntarily
dissolve the LLC.
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LLC OPERATING AGREEMENT IN MINUTES
