Should the operating agreement match the Certificate of Organization?

Yes. If the Certificate of Organization states the LLC is manager-managed, the operating agreement should describe the same management structure. Conflicts between the public filing and the internal agreement create confusion and potential disputes.

Pennsylvania Operating Agreement: Rules & What to Include (2026)

Q: Is an operating agreement required for a Pennsylvania LLC?

No. Pennsylvania law does not require an LLC to adopt an operating agreement, and you do not file one with the Department of State. It is strongly recommended, because 15 Pa.C.S. § 8815 lets the agreement override most of the default rules the statute would otherwise impose.

Q: Do I file my Pennsylvania operating agreement with the state?

No. The operating agreement is a private, internal contract among the members. Only the Certificate of Organization (Form DSCB:15-8821), filed for a $125 fee, is a public record with the Pennsylvania Department of State. You keep the operating agreement with your company records.

Q: Does a single-member Pennsylvania LLC need an operating agreement?

It is not legally required, but a single-member LLC should still adopt one. A written agreement documents the separation between owner and company, reinforces limited liability, and can override statutory default rules on management, transfers, and dissolution.

Q: What happens if a Pennsylvania LLC has no operating agreement?

The default rules of the Pennsylvania Uniform Limited Liability Company Act (15 Pa.C.S. Chapter 88) govern the LLC. Those defaults cover voting, profit sharing, management, and dissolution and may not match what the members actually intended.

Q: Can a Pennsylvania operating agreement change any rule the members want?

Mostly, but not entirely. Under 15 Pa.C.S. § 8815(c), the operating agreement cannot eliminate certain protections, such as unreasonably restricting a member's access to records, eliminating the duty of loyalty entirely, or restricting the rights of a person other than a member without consent.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

Pennsylvania does not legally require an LLC to have an operating agreement, and you never file one with the state. It is an internal contract authorized by 15 Pa.C.S. § 8815 that overrides most of the statutory default rules. Only the Certificate of Organization (Form DSCB:15-8821), filed for a $125 fee, goes to the Department of State.

Quick Answer

Required?: No - not required by Pennsylvania law, but strongly recommended
Filed with state?: No - it is a private internal document, never filed
Governing law: Pennsylvania Uniform LLC Act, 15 Pa.C.S. §§ 8811–8898 (agreement at § 8815)
What is filed: Certificate of Organization (Form DSCB:15-8821), $125, Department of State
Who needs one: Both single-member and multi-member LLCs
Effect: Overrides most default rules; some protections cannot be waived (§ 8815(c))

Is an Operating Agreement Required in Pennsylvania?

No. Pennsylvania does not require a limited liability company to adopt an operating agreement, and there is no penalty for operating without one. The state creates your LLC when you file a Certificate of Organization with the Pennsylvania Department of State - not when you sign an operating agreement. Nonetheless, an operating agreement is the single most important governance document most LLCs will ever have, because it lets the members decide their own rules instead of accepting the statutory defaults.

An operating agreement is a contract among the members (and, in a single-member LLC, a declaration by the sole member) that sets out how the company is owned, managed, and wound down. Banks, investors, and courts frequently ask to see it. If you are still setting up the company, start with our overview of how to form an LLC in Pennsylvania and the national guide to LLC operating agreements.

Pennsylvania's LLC Statute: The 2016 Uniform Act

Pennsylvania LLCs are governed by the Pennsylvania Uniform Limited Liability Company Act of 2016, codified at 15 Pa.C.S. §§ 8811–8898. That statute replaced Pennsylvania's older LLC law and adopted a modern uniform framework. The operating agreement provision is 15 Pa.C.S. § 8815, titled "Scope, function and limitations of operating agreement." It confirms that the operating agreement governs relations among the members and between the members and the LLC, and that where the agreement is silent, the Act supplies the answer.

This structure - "the agreement controls, and the statute fills the gaps" - is the reason an operating agreement matters so much. Nearly every default rule in Chapter 88 begins with a phrase like "unless the operating agreement provides otherwise." Without an agreement, you are agreeing, by default, to whatever the legislature chose. For the entity itself, see what is an LLC.

You Do Not File It With the State

A common misconception is that the operating agreement is submitted to the Department of State. It is not. The only formation document Pennsylvania records is the Certificate of Organization (Form DSCB:15-8821), filed with the Bureau of Corporations and Charitable Organizations along with a Docketing Statement (Form DSCB:15-134A) and the $125 filing fee. That certificate is a public record; your operating agreement is private.

Because the certificate is public and brief, keep sensitive economic terms - capital accounts, profit splits, buyout formulas - in the operating agreement, not the certificate. The certificate mainly states the LLC name, the registered office, and whether the company is member-managed or manager-managed. For the mechanics of that public filing, see articles of organization and Pennsylvania LLC cost.

What to Include in a Pennsylvania Operating Agreement

A thorough Pennsylvania operating agreement typically addresses the following, each of which overrides a corresponding default rule in Chapter 88 unless it falls within the non-waivable limits of § 8815(c):

Ownership and capital. Each member's name, capital contribution, and percentage or unit interest.
Management structure. Whether the LLC is member-managed or manager-managed, and the authority of managers.
Voting. How votes are allocated and what threshold is needed for ordinary and major decisions.
Profits, losses, and distributions. How the LLC allocates income and when it distributes cash - an important override, because the default is not always pro-rata to how members expect.
Transfers of membership interests. Restrictions on selling or assigning an interest, rights of first refusal, and admission of new members.
Dissociation and buyouts. What happens when a member leaves, dies, or is expelled.
Dissolution. Events that trigger winding up and how assets are distributed, which links to dissolving a Pennsylvania LLC.
Tax matters. How the LLC is classified for federal tax and who signs returns - see getting an EIN and LLC vs. S-corp tax.

Member-Managed vs. Manager-Managed

Pennsylvania LLCs are member-managed by default - every member has authority to participate in ordinary management. The operating agreement can instead make the LLC manager-managed, concentrating authority in one or more managers (who may or may not be members). This choice belongs in both the operating agreement and, ideally, the Certificate of Organization so the public record and the internal contract agree.

Manager-managed structures are common when some members are passive investors, when the LLC has many owners, or when a single operator runs the day-to-day business. Whichever you choose, spell out the scope of the manager's authority, how managers are appointed and removed, and what decisions still require member approval.

Single-Member vs. Multi-Member Agreements

A single-member LLC in Pennsylvania is not exempt from the value of an operating agreement. Even with one owner, the agreement documents the separation between you and the company, reinforcing the limited-liability shield if the LLC is ever challenged, and it can set out succession if the owner dies or becomes incapacitated. See our guide to the single-member LLC.

A multi-member LLC has more at stake: without an agreement, the default rules decide how profits split, how disputes break ties, and what happens when a member wants out. A carefully drafted agreement prevents costly deadlock and litigation. Multi-member LLCs are taxed by default as partnerships, so coordinate the agreement with your EIN and tax setup.

Default Rules That Apply Without an Agreement

If your LLC has no operating agreement (or the agreement is silent on a point), Chapter 88 of Title 15 supplies the rule. Key defaults include equal management rights among members, distributions decided by the LLC rather than guaranteed, unanimous consent to admit new members, and specific procedures for dissociation and winding up. These defaults are reasonable general rules, but they rarely match the deal that founders actually negotiate - for example, an owner who contributed 70% of the capital may be surprised to learn a default rule treats members equally on some questions.

Because the defaults are gap-fillers, the practical lesson is simple: write down the terms you care about. Anything you leave out is decided for you by the statute. For a plain-language definition of the terms used here, see the glossary.

Limits on What the Agreement Can Change

The operating agreement is powerful but not unlimited. Under 15 Pa.C.S. § 8815(c), an operating agreement may not, among other things, unreasonably restrict a member's or manager's right to information and records, eliminate the duty of loyalty or the duty of care outright (though it may reasonably identify activities that do not violate them), eliminate the obligation of good faith and fair dealing, or restrict the rights of a person who is not a member - such as a creditor - without that person's consent.

These guardrails exist so that an operating agreement cannot be used to strip away basic fiduciary and information protections. When drafting, treat § 8815(c) as the outer boundary: within it, you have wide freedom; outside it, a clause is unenforceable. Because these provisions are technical, many owners have an attorney review the agreement before signing.

Frequently Asked Questions

Is an operating agreement required for a Pennsylvania LLC?

No. Pennsylvania does not require one and you do not file it with the Department of State. It is strongly recommended because 15 Pa.C.S. § 8815 lets it override most default rules.

Do I file my Pennsylvania operating agreement with the state?

No. Only the Certificate of Organization (Form DSCB:15-8821), filed for $125, is public. The operating agreement stays in your company records. See Pennsylvania LLC cost.

Does a single-member Pennsylvania LLC need an operating agreement?

It is not required, but a single-member LLC should still adopt one to document owner-company separation and reinforce limited liability. See single-member LLC.

What happens if a Pennsylvania LLC has no operating agreement?

The default rules of the Pennsylvania Uniform LLC Act (15 Pa.C.S. Chapter 88) govern the LLC, covering voting, distributions, management, and dissolution - which may not match the members' intent.

Can a Pennsylvania operating agreement change any rule the members want?

Mostly, but 15 Pa.C.S. § 8815(c) blocks certain changes, such as eliminating the duty of loyalty entirely or unreasonably restricting access to records.

Does the operating agreement need to be notarized in Pennsylvania?

No. Pennsylvania does not require notarization. The agreement is effective when the members sign it; keep a signed copy with your records and with each member.

Sources

Pennsylvania Department of State - Pennsylvania Limited Liability Company (Certificate of Organization DSCB:15-8821; Docketing Statement DSCB:15-134A).
Pennsylvania Department of State - Certificate of Organization for a Domestic LLC (Form DSCB:15-8821, PDF).
Pennsylvania Department of State - Registration Forms and Documents.
Pennsylvania Department of State - Business Filing Frequently Asked Questions.
Pennsylvania Department of State - Business filings (Bureau of Corporations and Charitable Organizations).
15 Pa.C.S. § 8815 - Scope, function and limitations of operating agreement.
15 Pa.C.S. § 8821 - Formation of limited liability company and certificate of organization.
15 Pa.C.S. § 8812 - Knowledge and notice / definitions (Chapter 88 general provisions).
15 Pa.C.S. § 8847 - Management of limited liability company (default management rule).
Pennsylvania General Assembly - Act 170 of 2016 (Uniform LLC Act).
Cornell Legal Information Institute - Operating agreement (Wex).
Cornell Legal Information Institute - Limited liability company (Wex).
IRS - Limited Liability Company (LLC) (federal default classification).
IRS - Single Member Limited Liability Companies.

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Pennsylvania Department of State before acting.