LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A Pennsylvania Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Pennsylvania Limited Liability Company Law, 15 Pa.C.S. Chapter 89. Pennsylvania requires a decennial report every 10 years (not annual reports). Pennsylvania may require newspaper publication of the LLC name for some counties. Philadelphia imposes local business taxes.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Pennsylvania Limited Liability Company Law, 15 Pa.C.S. Chapter 89 (the "Act") by filing a Certificate of Organization with the Pennsylvania Department of State.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Pennsylvania [ZIP]
1.4 Registered Office
Address: [ADDRESS], Pennsylvania [ZIP]
[// GUIDANCE: Pennsylvania uses "registered office" rather than "registered agent." The registered office must be a physical address in Pennsylvania.]
1.5 Term
Perpetual, unless dissolved.
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
ARTICLE IV - CAPITAL
Initial Contributions per Exhibit A. Capital Accounts per IRC § 704(b).
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
Profits, Losses, and Distributions per Percentage Interests.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
ARTICLE VII - TRANSFER RESTRICTIONS
Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.
ARTICLE VIII - DISSOLUTION
Upon Member consent, judicial dissolution, or Act requirements.
ARTICLE IX - INDEMNIFICATION
Company indemnifies Members/Managers for good faith actions per 15 Pa.C.S. § 8945.
ARTICLE X - TAX MATTERS
☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]
ARTICLE XI - MISCELLANEOUS
Governing Law: Commonwealth of Pennsylvania
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
Governed by Pennsylvania Limited Liability Company Law, 15 Pa.C.S. Chapter 89. Decennial report required every 10 years.