Is an operating agreement required for Pennsylvania LLCs?

This page has not confirmed whether Pennsylvania law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Pennsylvania requires, check the website of the state agency that registers LLCs in Pennsylvania, or ask a business attorney licensed in Pennsylvania.

Can I write my own Pennsylvania LLC operating agreement?

Yes, you can write your own Pennsylvania LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Pennsylvania's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Pennsylvania, and consider having a business attorney licensed in Pennsylvania review your draft before the members sign it.

Does a Pennsylvania LLC operating agreement need to be notarized?

This page has not confirmed whether Pennsylvania law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

Can I change my Pennsylvania LLC operating agreement after it's signed?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Pennsylvania's LLC law can apply, so check them, or ask a Pennsylvania business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Certificate of Organization on file with the state, Pennsylvania uses a separate filing, the Certificate of Amendment.

Pennsylvania LLC Operating Agreement: What to Include

What to put in an operating agreement for your Pennsylvania LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

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Key sections of a Pennsylvania LLC operating agreement, listing the 7 provisions the document should cover. — What a Pennsylvania operating agreement should contain, section by section. Source: Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, initial contributions, and membership interests. This establishes clear ownership rights and prevents future disputes about who owns what percentage of your Pennsylvania LLC.

Management structure

Specify whether your LLC is member-managed or manager-managed and outline decision-making authority. Pennsylvania law allows flexible management structures, so clearly defining roles prevents confusion about who can act on behalf of the LLC.

Voting rights

Establish voting procedures, quorum requirements, and what decisions require member approval. This ensures important business decisions are made democratically and protects minority members' interests in your Pennsylvania LLC.

Profit/loss allocation

Detail how profits and losses will be distributed among members and when distributions occur. Where the agreement is silent, the default rules in Pennsylvania's LLC law can apply.

Member duties

Outline each member's responsibilities, time commitments, and restrictions on competing businesses. Clear expectations help prevent conflicts and ensure all members understand their obligations to the Pennsylvania LLC.

Dissolution process

Define when and how the LLC can be dissolved, asset distribution procedures, and member withdrawal processes. Where the agreement is silent, the default rules in Pennsylvania's LLC law can apply.

Amendment procedures

Establish how the operating agreement can be modified, including required approval thresholds and documentation requirements. This ensures changes to your LLC's governing document are made deliberately and with proper member consent.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Pennsylvania law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Pennsylvania requires, check the website of the state agency that registers LLCs in Pennsylvania, or ask a business attorney licensed in Pennsylvania.
: Yes, you can write your own Pennsylvania LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Pennsylvania's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Pennsylvania, and consider having a business attorney licensed in Pennsylvania review your draft before the members sign it.
: This page has not confirmed whether Pennsylvania law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Pennsylvania's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Pennsylvania before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Pennsylvania's LLC law can apply, so check them, or ask a Pennsylvania business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Certificate of Organization on file with the state, Pennsylvania uses a separate filing, the Certificate of Amendment.

Sources

1 document

Each entry below is a document recorded in our verified Pennsylvania sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so.

pa.gov/agencies/dos/programs/businessPennsylvania Department of State, Bureau of Corporations and Charitable Organizations: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Pennsylvania LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

By profession

Ready to Form Your Pennsylvania LLC?

More Pennsylvania LLC Guides

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