Is an operating agreement required for a Pennsylvania LLC?

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 20, 2026 · Last updated Aug 20, 2026

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.

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 31 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
Alaska	While Alaska Statutes Title 10, Chapter 50 does not explicitly mandate an operating agreement, it is highly recommended. The statutes refer to an 'agreement of the members' and provide default rules that apply if no agreement exists.
Arizona	No. Arizona law does not require an LLC to adopt an operating agreement.
Arkansas	No, Arkansas law does not explicitly require an LLC to have an operating agreement. However, it is strongly recommended for all LLCs, even single-member ones, to establish internal rules and protect the limited liability status.
California	Yes. Under the California Revised Uniform Limited Liability Company Act, an LLC has an operating agreement, which may be oral, in a record, or implied by conduct.
Colorado	No. Colorado law does not require an LLC to adopt an operating agreement, and one is never filed with the Colorado Secretary of State.
Delaware	Delaware law (6 Del. C.
Florida	No. Florida law does not require an LLC to have an operating agreement, and you do not file one with the state.
Georgia	No. Georgia law does not require an LLC to adopt an operating agreement, and you do not file one with the state.
Indiana	No. Indiana law does not require an LLC to adopt an operating agreement, and you never file one with the state.
Iowa	No. Iowa law does not require an LLC to have an operating agreement, and you do not file it with the state.
Kentucky	No. Kentucky does not require an LLC to have an operating agreement, and you never file it with the state.
Maine	No. Maine does not require you to file an operating agreement, and the Secretary of State does not collect one.
Michigan	No. The Michigan Limited Liability Company Act does not require an LLC to adopt an operating agreement.
Minnesota	No. Minnesota law does not require an LLC to adopt an operating agreement.
Mississippi	No. Mississippi law does not require an LLC to have an operating agreement, and you do not file one with the Secretary of State.
Missouri	Yes. Missouri is one of the few states that requires one by statute.
Montana	No. Montana does not legally require an LLC to have an operating agreement, and you do not file one with the state.
Nebraska	No. Nebraska law does not require an LLC to have an operating agreement, and you never file one with the Secretary of State.
New Jersey	New Jersey does not legally require an LLC to have a written operating agreement. However, the Revised Uniform Limited Liability Company Act (N.J.S.A.
New York	Yes. New York is one of the few states that requires it.
North Carolina	No. North Carolina does not legally require an LLC to have an operating agreement, and you do not file one with the Secretary of State.
North Dakota	No. North Dakota law does not require an LLC to adopt a written operating agreement.
Ohio	No. Ohio does not legally require an LLC to have an operating agreement, and you do not file one with the state.
Oklahoma	No. Oklahoma law does not require an LLC to adopt an operating agreement.
Oregon	No. Oregon does not legally require an LLC to have an operating agreement, and you never file one with the Secretary of State.
South Carolina	No. South Carolina law does not require an LLC to have an operating agreement, and you do not file one with the state.
South Dakota	No. South Dakota law does not require an LLC to have an operating agreement, and the Secretary of State does not collect or file one.
Virginia	No. Virginia law does not require an LLC to adopt an operating agreement.
Washington	No. Washington law does not require an LLC to have an operating agreement, and you never file one with the Secretary of State.
West Virginia	No. West Virginia does not require an LLC to adopt an operating agreement, and the Secretary of State will form the company without one.
Wisconsin	No. Wisconsin does not require an LLC to have an operating agreement.

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

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