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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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
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
Pennsylvania LLC Act is contained in Title 15, Chapter 89
of the Pennsylvania Statutes
Important Statutory Rules
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.
Unless otherwise specified in the Operating Agreement, unanimous written consent of all members is required to voluntarily dissolve the LLC.
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