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.
Quick facts
- 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))
The same question in every other state
This requirement is set at state level, so the answer changes when you cross a state line. Below is how 17 other states answer the same question, each linked to the page that cites the agency it came from. The full breakdown is on How to Form an LLC.
| State | Answer |
|---|---|
| Arizona | No. The operating agreement is an internal document kept with your business records. |
| Arkansas | No, an Arkansas LLC operating agreement is an internal document and is not filed with the Arkansas Secretary of State or any other state agency. It should be kept with the LLC's records. |
| Colorado | No. The operating agreement is an internal document that you keep with your business records. |
| Connecticut | No. You file only the Certificate of Organization ($120) with the Connecticut Secretary of the State to create the LLC. |
| Iowa | No. The operating agreement is an internal document kept with your company records. |
| Maine | No. The operating agreement is a private, internal document that you keep with your company records. |
| Maryland | No. An operating agreement is an internal document kept in your company records. |
| Minnesota | No. The operating agreement is an internal document kept with your business records. |
| Missouri | No. The operating agreement is an internal document you keep with your business records. |
| Montana | No. The operating agreement is an internal document. |
| New Hampshire | No. The operating agreement is an internal document. |
| Ohio | No. The operating agreement is an internal document kept with your company records. |
| Oklahoma | No. The operating agreement is an internal document kept with your business records. |
| Utah | No. You file only the Certificate of Organization ($59) with the Utah Division of Corporations & Commercial Code to create the LLC. |
| Virginia | No. An operating agreement is an internal document. |
| Washington | No. The operating agreement is an internal document kept in your company records. |
| Wisconsin | No. The operating agreement is an internal document you keep with your business records. |
Full context for Pennsylvania
This page answers one question. The complete Pennsylvania guide -- covering the surrounding requirements, the forms, the agency, and what happens if you get it wrong -- is at Pennsylvania Operating Agreement: Rules & What to Include (2026).
Sources
- https://law.justia.com/codes/pennsylvania/title-15/chapter-88/section-8815/
- https://law.justia.com/codes/pennsylvania/title-15/chapter-88/section-8821/
- https://www.pa.gov/agencies/dos/programs/business/types-of-filings-and-registrations/pennsylvania-limited-liability-company
- https://www.law.cornell.edu/wex/operating_agreement
- https://www.irs.gov/businesses/small-businesses-self-employed/limited-liability-company-llc
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