Operating Agreement Template Pa

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: PA-LLC-OA-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: Commonwealth of Pennsylvania

STATUTORY & LEGAL COMPLIANCE NOTICE

This document is a formal template drafted in accordance with the Pennsylvania Limited Liability Company Law of 1994 (15 Pa.C.S. § 8811 et seq.). This template is provided for informational purposes as a baseline for legal counsel. It does not constitute specific legal advice. Given the nuances of Pennsylvania statutory requirements regarding fiduciary duties, distributions, and tax elections, users are strongly advised to have this document reviewed by qualified Pennsylvania legal counsel prior to execution.

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ARTICLE I: FORMATION AND PARTIES

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and among the Members identified in Exhibit A (the "Members").

1.1 Formation. The Members have formed a Limited Liability Company ("Company") under the laws of the Commonwealth of Pennsylvania by filing a Certificate of Organization with the Pennsylvania Department of State. 1.2 Name. The name of the Company shall be [Company Full Legal Name]. 1.3 Principal Office. The principal place of business shall be [Principal Address]. 1.4 Purpose. The Company is formed for the purpose of engaging in any lawful business for which a limited liability company may be organized under the laws of Pennsylvania.

ARTICLE II: CAPITAL CONTRIBUTIONS AND OWNERSHIP

2.1 Initial Contributions. Each Member has contributed the initial capital set forth in Exhibit A. 2.2 Ownership Interests. The Membership Interests shall be allocated to Members in proportion to their respective capital contributions, subject to adjustment as provided herein. 2.3 Additional Contributions. No Member shall be required to make additional capital contributions unless unanimously agreed upon in writing.

ARTICLE III: MANAGEMENT AND VOTING

3.1 Management. The Company shall be [Member-Managed / Manager-Managed]. If Manager-Managed, [Manager Name] shall serve as the initial Manager. 3.2 Voting. Except as otherwise required by the Pennsylvania Limited Liability Company Law, all decisions requiring member action shall be decided by a majority interest of the Members.

ARTICLE IV: DISTRIBUTIONS AND TAXES

4.1 Distributions. Net profits and losses shall be allocated to the Members in proportion to their respective percentage interests. Distributions shall be made at such times and in such amounts as determined by the [Manager/Board]. 4.2 Tax Status. The Company shall be treated as a [Partnership / Disregarded Entity / C-Corp / S-Corp] for federal and state tax purposes.

ARTICLE V: TRANSFERS AND DISSOLUTION

5.1 Transfers. No Member may sell, assign, or encumber their interest without the prior written consent of a majority of the remaining Members. 5.2 Dissolution. The Company shall dissolve upon the occurrence of: (a) a unanimous vote of the Members; (b) the entry of a decree of judicial dissolution; or (c) the sale of substantially all assets of the Company.

ARTICLE VI: REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) they have full power and authority to enter into this Agreement; (b) the execution of this Agreement does not violate any other contractual obligation; and (c) this Agreement constitutes a legal, valid, and binding obligation.

ARTICLE VII: LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1 Liability. No Member or Manager shall be liable to the Company or any Member for any loss or damage sustained by the Company, unless such loss or damage is the result of fraud, gross negligence, or willful misconduct. 7.2 Indemnification. The Company shall indemnify and hold harmless its Members and Managers to the fullest extent permitted by Pennsylvania law against all expenses and liabilities incurred in connection with the Company's business.

ARTICLE VIII: DISPUTE RESOLUTION

Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, with venue in [County], Pennsylvania.

ARTICLE IX: MISCELLANEOUS

9.1 Severability. If any provision is held invalid, the remainder of the Agreement shall remain in full force and effect. 9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 9.3 Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior understandings.

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ARTICLE X: EXECUTION

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [MEMBER / CLIENT NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Open this document in your preferred word processor. Use "Find/Replace" to populate all bracketed fields (e.g., [Company Full Legal Name]).
2. Exhibit A Creation: Draft a separate table (Exhibit A) listing each Member, their initial capital contribution (USD), and their resulting percentage interest.
3. Signatory Verification: Ensure the individuals signing have actual or apparent authority under the Company’s bylaws or existing board resolutions to bind the Company.
4. Execution: Use a secure digital signing platform (e.g., DocuSign, HelloSign/Dropbox Sign). Ensure the audit trail includes the IP address and email verification of all signatories.
5. Filing: While this Agreement governs internal relations, ensure your "Certificate of Organization" (Form DSCB:15-8821) is filed with the Pennsylvania Secretary of State.
6. Record Retention: Store the executed Agreement in the Company’s "Minute Book" or digital corporate records repository. Under PA law, you must maintain records of member contributions and identities at the principal office.