LLC Merger Approval and Filing Requirements in Pennsylvania

At a glance

Pennsylvania is one of the states that pulled merger law out of the entity statutes and put it in a single cross-entity chapter. If you look for the merger rules in the Pennsylvania Uniform Limited Liability Company Act of 2016, you will not find them. Chapter 88 has no merger procedure and, notably, no dissenters rights provision of any kind. Everything happens in 15 Pa.C.S. Chapter 3, the Entity Transactions Law, which handles mergers for corporations, LLCs, partnerships, trusts and professional associations through one set of sections.

That design has three practical consequences. The approval threshold is a votes-cast standard that the operating agreement is free to move. The paperwork is a statement of merger rather than articles, and the signed plan of merger can be filed in its place. And appraisal, the right a member in many states can count on, does not exist for a Pennsylvania LLC member unless the operating agreement or the plan creates it.

How Pennsylvania handles LLC mergers

Governing law, route name, and transaction scope

The merger route is 15 Pa.C.S. Chapter 3, Subchapter C, sections 331 through 336. The approval rules sit in Subchapter B, sections 321 through 330, and section 325 is the one that governs approval by a limited liability company. Chapter 88 touches merger only at section 8847, which carves a transaction under Chapter 3 out of the rule that an act outside the ordinary course requires the affirmative vote or consent of all members.

The statute's vocabulary is merger only. Pennsylvania no longer uses consolidation as a separate transaction; what used to be a consolidation is now a merger in which the surviving association is created by the merger, and section 332(a)(2) and section 335(b)(6) both handle that case expressly. Interest exchange, conversion, division and domestication are genuinely different transactions with their own subchapters, and they are outside this answer.

Eligible domestic, foreign, and other-form constituents and survivors

Section 331(a) lets one or more domestic entities merge with one or more domestic entities or foreign associations into a surviving association, and lets two or more foreign associations merge into a surviving association that is a domestic entity. A domestic banking institution can be on either side if the survivor or at least one merging association is a domestic entity.

Because Chapter 3 is one statute for all forms, a Pennsylvania LLC can merge with a business corporation, a nonprofit corporation, a limited partnership, a limited liability partnership, a limited liability limited partnership, a business trust or a professional association, and the survivor can be any of those or an entity created in the merger. The filing form's own checklist lists exactly those types.

A foreign constituent participates only if the merger is authorized by the laws of its jurisdiction of formation. Section 318 excludes three categories outright: electric cooperative corporations under Chapter 73, defined beneficial, benevolent, fraternal or fraternal benefit societies, and credit unions, which the legislature added in 2022. A health maintenance organization may merge only into another health maintenance organization.

Plan of merger contents, consideration, and survivor governing documents

Section 332(a) requires a plan of merger in record form with eight contents: each merging association's name, jurisdiction of formation and type; if the survivor is created in the merger, a statement to that effect plus the same three facts; the manner of converting or cancelling interests; proposed amendments to an existing survivor's public organic record and record-form private organic rules; for a newly created survivor, its proposed public organic record and the full text of its record-form private organic rules; any special treatment provisions authorized by section 329; the other terms and conditions; and anything else required by Pennsylvania law, by a foreign constituent's formation law, or by a constituent's organic rules.

Consideration is wide open. Interests may be converted into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination, and some or all interests may simply be cancelled.

The plan is an internal document unless you file it in place of the statement of merger. Section 316(a) then lets the filed version omit everything except the provisions that will operate as the survivor's public organic record and the provisions the statement itself must contain. If you take that option, section 316(b) requires the plan to say that the full text is on file at the survivor's principal office, give that address, and furnish a copy on request without cost to any interest holder of any constituent. An operating agreement cannot vary the required plan contents.

Member approval threshold, operating-agreement control, and other constituents' approvals

The default is a majority of the votes cast, not a majority of all members. Section 325(c)(1) adopts a plan on receiving a majority of the votes cast by all members entitled to vote of each domestic LLC that is a party, plus a majority of the votes cast in each class vote where a class votes as a class. Abstentions and non-voting members simply do not count against the plan.

The opening words of that paragraph, except as provided in the organic rules, matter as much as the threshold. Pennsylvania does not impose a statutory floor here. The operating agreement can raise the threshold to unanimity, lower it, or replace the mechanism. The one member protection the agreement cannot reach is the separate record- form consent in section 333(a)(2), because section 8815(c)(2) forbids varying it.

In a manager-managed company the managers propose the plan by resolution under section 325(a), and section 325(c)(2) adds that the plan is not adopted unless the managers approved it too, even if they let it go to a member vote. Section 330 offers a shortcut in either structure: unanimous vote or consent of the interest holders satisfies the chapter's approval requirements, except for nonprofit corporations and except as the organic rules provide.

Every other constituent approves under its own law. A foreign association follows its jurisdiction of formation, a domestic banking institution that is not a domestic entity follows its organic laws and rules, and a professional association uses the proportionate-ownership majority in section 326.

Meeting notice, written consent, waiver, and new-personal-liability consent

Section 325(b) is unusual in what it leaves out. It specifies the contents of the notice but not a minimum number of days, and the entire subsection yields to the organic rules. Notice in record form must go to each member of record, whether or not entitled to vote, of each domestic LLC that is a party. A copy of the proposed plan or a summary must be included or enclosed. The notice must state that a copy of the survivor's organic rules as they will be in effect immediately after the transaction will be furnished to any member on request and without cost. Timing comes from the operating agreement, so check it before you calendar anything.

Unanimous vote or consent under section 330 is the written-consent path, and a plan providing special treatment requires the extra notice in section 329(e) identifying who gets that treatment unless a summary or the full plan accompanies the notice.

The provision to watch is section 333(a)(2). The plan must be approved in record form by each interest holder of a domestic merging entity who will have interest holder liability for debts, obligations and other liabilities arising after the merger becomes effective. This is a personal consent, not part of the vote count, and it is why merging an LLC into a general partnership needs individual sign-off. It is excused as to a non- approving holder only when both conditions are met: the organic rules already provided in record form for approving such a merger by fewer than all interest holders, and that holder consented in record form to or voted for that provision or became an interest holder after it was adopted.

Merger filing contents, signers, companion filings, and filing offices

The public filing is a statement of merger, signed by each merging association and delivered to the Department of State, Bureau of Corporations and Charitable Organizations, together with any tax clearance certificates section 139 requires. Signing is an affirmation under 18 Pa.C.S. section 4904 that the stated facts are true in all material respects, and an affirmation that the signer is authorized.

Section 335(b) requires, for each non-surviving merging association and again for the survivor, the name, jurisdiction of formation, type and an address. Which address depends on the entity: the registered office for a domestic filing association, domestic limited liability partnership or registered foreign association; the principal office for a domestic association that is neither; and the registered or similar office, or else the principal office, for a nonregistered foreign association. The statement also carries any later effective date or date and time; a statement that the merger was approved as applicable by domestic entities under Chapter 3, by foreign associations under their formation law, and by domestic merging associations that are not domestic entities under their organic law; any approved amendment to an existing domestic filing entity survivor's public organic record; the survivor's public organic record as an attachment if it is created by the merger; and registered agent or principal office details, a statement of registration, or a statement of election for particular new survivor forms.

Section 335(e) is the shortcut worth knowing: a plan of merger signed by all merging associations that satisfies subsection (b) may be delivered instead of a statement of merger and on filing has the same effect.

The Bureau publishes form DSCB:15-335, with addendum DSCB:15-335AD where more than two associations are parties. The fee is $70 plus $40 for each association that is a party to the merger, with a $150 minimum, which is what a two-party merger costs. The instructions note that post office boxes are not acceptable addresses. Section 335(h) cross-references the docketing statement and the requirements for filed documents. Pennsylvania requires no county-level merger filing.

Effective time, delayed date, plan amendment, abandonment, and correction

Section 335(f) sends effectiveness to section 136(c), which makes a filed document effective on the date and at the time of delivery; or on the delivery date at a later time specified in the document; or at a specified delayed effective date, either at a specified time or, if none is given, at 12:01 a.m. The form has matching Date and Hour fields, and the instructions confirm the 12:01 a.m. default and require any specified date to be in the future rather than retroactive. Pennsylvania sets no outer limit on how far ahead the date may be, which distinguishes it from states capping the delay at thirty or ninety days.

Where the survivor is a foreign association, section 335(g) makes the merger effective on the later of the date and time provided by the survivor's organic law or the effectiveness of the statement.

A plan may be amended or abandoned only with the consent of each party, except as the plan provides. A merging domestic entity approves an amendment in the same manner as the plan if the plan is silent about amendments, or in the manner the plan specifies. But an interest holder who was entitled to vote on the plan is entitled to vote again on any amendment that changes the consideration, changes the survivor's governing records beyond what could be done without holder approval, increases that holder's interest holder liability, or otherwise adversely affects the holder in any material respect.

If you abandon after delivering the statement but before it takes effect, section 334(d) requires a statement of abandonment under section 141, signed by a party to the plan, delivered before the statement of merger becomes effective. Section 141 requires it to be signed by someone with authority, identify the document, and state that abandonment was validly approved; on filing, the original transaction does not take effect. Section 136(c) is also expressly subject to the statement of correction provisions.

Survivor existence, property, debts, proceedings, records, and registrations

Section 336(a) lists ten effects. The survivor continues or comes into existence and the separate existence of every other merging association ceases. All property vests in the survivor without reversion or impairment, and the statute says in terms that the merger does not constitute a transfer of that property, which is the language that matters for anti-assignment and recording questions. All debts, obligations and other liabilities become the survivor's. All rights, privileges, immunities and powers vest in it, except as otherwise provided by law.

A survivor that existed before the merger keeps its property vested without transfer, remains subject to its liabilities, keeps its rights unchanged, has its public organic record amended to the extent the statement provides, and has its record-form private organic rules amended to the extent the plan provides. Liens are not impaired. A pending claim, action or proceeding may be prosecuted to judgment as if the merger had not happened, or the survivor may be proceeded against or substituted. For a survivor created by the merger, its private organic rules and, as applicable, its public organic record, statement of registration or statement of election become effective.

Interests are converted or cancelled as the plan provides, and their holders are entitled only to the rights the plan gives them plus any dissenters rights under section 317 or 333(d). On registrations, section 336(f) cancels the Pennsylvania registration of a registered foreign association that merges out without surviving, so no separate withdrawal is needed. Section 336(b) denies interest holders, governors and third parties any rights they would have had on a dissolution, liquidation or winding up.

Appraisal or dissent, creditor protection, and foreign-survivor service

A Pennsylvania LLC member has no statutory appraisal right. This is the single most important thing to know about a Pennsylvania LLC merger. Section 333(d)(1) grants dissenters rights only where a shareholder of a domestic business corporation objects and complies with Subchapter D of Chapter 15, and section 1571(a) confines that subchapter to a shareholder of a business corporation, and then only where the title expressly provides. Chapter 88 has no dissenters provision to fall back on.

What a member can have is contractual. Section 317(a) entitles an interest holder of a domestic entity other than a nonprofit corporation or unincorporated nonprofit association to dissenters rights to the extent provided in the entity's organic rules or in the plan, even though the holder would not otherwise be entitled to them. Section 317(b) then applies Subchapter D of Chapter 15 to the extent practicable, except as the organic rules or the plan provide otherwise. So a buyout right exists only if someone drafted it.

One narrow statutory trigger survives. Under section 329(d), if a plan provides special treatment without requiring the class vote section 329(b) would otherwise require, a holder denied that class vote may assert dissenters rights, and an interest holder in a domestic entity other than a business corporation complies with Subchapter D to the extent practicable.

Creditor protection comes from the effects section rather than from a notice or claims procedure: liabilities carry over to the survivor, liens are unimpaired, and pending actions continue. The Commonwealth protects itself twice. Section 336(g) makes settled, assessed or determined taxes, interest, penalties and public accounts the survivor's liability and a lien against its franchises and property. Section 139(a)(1) requires Revenue and Labor and Industry clearance certificates when a domestic association merges into a nonregistered foreign association, which section 139(d) excuses if that survivor simultaneously registers to do business here.

On service, section 336(e) provides that a foreign association that is the surviving association may be served with process in Pennsylvania for the collection and enforcement of any debts, obligations or other liabilities of a domestic merging entity, in accordance with applicable law. That is a statutory consequence rather than a promise the survivor writes into the filing.

Short-form and other statutory routes and special-entity boundaries

Pennsylvania has no ownership-percentage short-form merger for LLCs. There is no provision letting a ninety percent parent merge out a subsidiary on a certificate of ownership. What section 325(d) provides instead are two manager-action routes that reach much of the same ground.

Unless the organic rules in record form require otherwise, a plan of merger does not require member approval of a manager-managed domestic LLC, and is adopted when the managers pass a resolution approving it, in either of two situations. The first is a housekeeping merger: the survivor is a domestic LLC whose organic rules are identical except for changes that could be made without member action, and each membership interest continues as or converts into an identical interest in the survivor. The second is the holding company reorganization in section 325(d)(2), where the company merges into a single indirect wholly owned subsidiary. That route has eight conditions, including that only those two entities are parties apart from a survivor created in the merger, that interests convert into holding company interests with the same designations, rights, powers, preferences, qualifications, limitations and restrictions, that both the holding company and the survivor are domestic LLCs, that the holding company's certificate of organization and operating agreement are identical to the constituent's, that the survivor ends up a direct or indirect wholly owned subsidiary of the holding company, that the managers carry over, and that the managers make a good faith determination that the members will not recognize gain or loss for United States federal income tax purposes.

Section 315 keeps the chapter nonexclusive in substance. A transaction that produces a result achievable in some other permitted manner is not recharacterized on that basis, and no independent business purpose is required for a Chapter 3 transaction to be lawful.

The boundaries are section 318's excluded entities, the health maintenance organization limit in section 331(d), and the distinct approval rules other forms bring with them. Section 318(c) cross-references section 103, on subordination of the title to regulatory laws, and section 314, on regulatory conditions and required notices and approvals. For a business corporation constituent, section 313 preserves the control-transaction and business-combination provisions of Chapter 25. Tax, securities and industry approvals stay outside this survey.

What trips people up

The first mistake is looking for merger rules in the LLC act. Chapter 88 does not have them, and a search for dissenters rights there returns nothing at all, which some readers misread as meaning the right exists elsewhere in the chapter. It does not exist for LLC members anywhere.

The second is assuming an appraisal remedy. Counsel accustomed to states where a dissenting member can demand fair value will look for the Pennsylvania equivalent and find Subchapter D of Chapter 15, which reads like a complete appraisal regime. It is, but section 1571(a) limits it to business corporation shareholders where the title expressly grants the right, and section 333(d) grants it only to them. For an LLC member it is available only through section 317, and only if drafted.

The third is treating the section 325(c)(1) threshold as fixed. It is a default. The operating agreement may raise or lower it, so the governing document controls and has to be read first.

The fourth is conflating the vote with the section 333(a)(2) consent. They are different requirements with different denominators. Clearing the vote does not cure a missing personal consent from a member who will bear liability after the merger, and that consent is the one thing the operating agreement cannot bargain away.

The fifth is missing the tax clearance certificates when the survivor is a nonregistered foreign association, which stops the filing. The fix is often section 139(d): have the foreign survivor register simultaneously.

The sixth is miscalculating the fee. It is not a flat charge. It is $70 plus $40 for each association that is a party, with a $150 minimum, so a three-party merger costs more than a two-party one. The seventh is forgetting the DSCB:15-335AD addendum when more than two associations are parties.

Common questions

Do we need a member vote at all?

Often not, if the company is manager-managed and the deal fits section 325(d). A merger whose survivor is a domestic LLC with identical organic rules and in which every membership interest continues as or becomes an identical interest can be adopted by manager resolution alone, as can the section 325(d)(2) holding company reorganization. Otherwise you need the section 325(c)(1) vote, unless the organic rules say something different or you use unanimous consent under section 330.

What is the actual approval threshold?

A majority of the votes cast by all members entitled to vote, plus a majority of the votes cast in any class vote, under section 325(c)(1). That is a votes-cast measure, so it is not a majority of all members and not a majority in interest. And it applies only if the operating agreement does not provide otherwise.

Can our operating agreement lower the merger vote below a majority?

Yes. Section 325(c)(1) applies except as provided in the organic rules, and Pennsylvania sets no floor for that threshold. The limit is elsewhere: section 8815(c)(2) forbids varying a member's right to approve a merger under section 333(a)(2), and section 8815(c)(3) forbids varying the required contents of a plan of merger under section 332(a).

Does a dissenting member get bought out?

Not by statute. Sections 333(d) and 1571(a) confine dissenters rights to shareholders of a domestic business corporation. A member gets a payment right only where the operating agreement or the plan grants one under section 317, or in the narrow special-treatment situation in section 329(d).

What does the filing cost and what is filed?

A statement of merger on form DSCB:15-335, signed by each merging association and filed with the Department of State. The fee is $70 plus $40 for each association that is a party to the merger, with a minimum of $150. Where more than two associations are parties, attach the DSCB:15-335AD addendum.

Can we file the plan of merger itself instead of the form?

Yes. Section 335(e) allows a plan of merger signed by all the merging associations that meets all the requirements of section 335(b) to be delivered instead of a statement of merger, and on filing it has the same effect. Section 316 then lets you omit most of the plan's provisions from what you file, so long as the filed plan states that the full text is on file at the survivor's principal office and you furnish copies on request without cost.

Can we pick a future effective date?

Yes, and Pennsylvania does not cap how far out it may be. Section 136(c) allows a specified delayed effective date at a specified time, or at 12:01 a.m. if no time is given. The Department's instructions require the date to be in the future and prohibit a retroactive date.

Do we have to dissolve or withdraw the non-surviving entity?

No. Section 336(a)(2) ends the separate existence of each merging association that does not survive, and section 336(f) cancels the Pennsylvania registration of a registered foreign association that merges out. If the survivor is a nonregistered foreign association, however, tax clearance certificates are required under section 139(a)(1) unless the survivor registers at the same time.

Statutes and sources

• 15 Pa.C.S. § 331 Authorizes the merger and identifies which domestic and foreign constituents may take part, including the banking-institution and health maintenance organization rules. Accessed September 10, 2026.
• 15 Pa.C.S. § 318 Lists the entities that may not participate in a Chapter 3 transaction at all, including credit unions, and cross-references the regulatory-law provisions. Accessed September 10, 2026.
• 15 Pa.C.S. § 332 Sets the eight required contents of a plan of merger and requires the plan to be in record form. Accessed September 10, 2026.
• 15 Pa.C.S. § 316 Allows a plan filed in lieu of a statement to omit most provisions, and requires the full text to be kept at the principal office and furnished on request without cost. Accessed September 10, 2026.
• 15 Pa.C.S. § 325 The LLC approval section: manager proposal, notice contents, the majority-of-votes- cast threshold subject to the organic rules, and the manager-action-only merger routes. Accessed September 10, 2026.
• 15 Pa.C.S. § 330 Makes unanimous vote or consent of the interest holders an alternative satisfying the chapter's approval requirements, except for nonprofit corporations. Accessed September 10, 2026.
• 15 Pa.C.S. § 333 Requires both entity-level approval and separate record-form consent from any interest holder who will bear post-merger interest holder liability, and limits dissenters rights to business corporation shareholders. Accessed September 10, 2026.
• 15 Pa.C.S. § 334 Governs amendment and abandonment of the plan, including which amendments entitle an interest holder to vote again and the statement of abandonment. Accessed September 10, 2026.
• 15 Pa.C.S. § 335 Prescribes the statement of merger, its contents and signers, the option to file the plan instead, and how and when the filing becomes effective. Accessed September 10, 2026.
• 15 Pa.C.S. § 336 Lists the ten effects of a merger and adds the rules on interest holder liability, service on a foreign survivor, cancellation of a merged-out foreign registration, and the Commonwealth tax lien. Accessed September 10, 2026.
• 15 Pa.C.S. § 317 Creates contractual dissenters rights for interest holders of entities that have no statutory ones, to the extent the organic rules or the plan provide them. Accessed September 10, 2026.
• 15 Pa.C.S. § 329 Governs special treatment of interest holders, including the class vote it requires and the dissenters rights that arise when that vote is denied. Accessed September 10, 2026.
• 15 Pa.C.S. § 315 Bars recharacterizing a transaction because the same result could have been reached another way, and confirms no independent business purpose is required. Accessed September 10, 2026.
• 15 Pa.C.S. § 326 Gives the approval standard for a domestic professional association, a majority by proportionate shares of ownership. Accessed September 10, 2026.
• 15 Pa.C.S. § 1571 Confines the dissenters rights subchapter to shareholders of a business corporation, and only where the title expressly grants the right. Accessed September 10, 2026.
• 15 Pa.C.S. § 136 Supplies the effective date and time rules for documents filed with the Department of State, including delayed effective dates and the 12:01 a.m. default. Accessed September 10, 2026.
• 15 Pa.C.S. § 139 Requires Revenue and Labor and Industry tax clearance certificates when a domestic association merges into a nonregistered foreign association, and excuses them if that survivor registers. Accessed September 10, 2026.
• 15 Pa.C.S. § 141 Provides the statement of abandonment that stops a delivered but not-yet-effective filing from taking effect. Accessed September 10, 2026.
• 15 Pa.C.S. § 142 Makes signing a filed document an affirmation under the unsworn falsification statute and an affirmation of the signer's authority. Accessed September 10, 2026.
• 15 Pa.C.S. § 134 Authorizes the Department's docketing statement and limits when it may be required, cross-referenced by the statement of merger section. Accessed September 10, 2026.
• 15 Pa.C.S. § 153 The Bureau's fee schedule, including the ancillary transaction fee that supplies the base charge for a statement of merger. Accessed September 10, 2026.
• 15 Pa.C.S. § 8815 Lists what an operating agreement may not do, including varying the section 333(a)(2) member approval right or the required plan contents. Accessed September 10, 2026.
• 15 Pa.C.S. § 8847 Sets the member-managed and manager-managed default rules and routes Chapter 3 transactions away from the unanimous-consent requirement. Accessed September 10, 2026.
• Pa. Dep't of State, Bureau of Corps. & Charitable Orgs., Statement of Merger (Form DSCB:15-335) The official filing form, giving the fee, the effective date fields, the approval statements and the attachment and instruction rules. Accessed September 10, 2026.
• Pa. Dep't of State, Statement of Merger - Addendum (Form DSCB:15-335AD) The addendum used to identify merging parties beyond the first where more than two associations are parties. Accessed September 10, 2026.