Pennsylvania changed the rules on every LLC in the state, and the grace period is running out. The decennial report — the once-a-decade filing that made Pennsylvania an outlier for years — has been repealed. In its place, since 1 January 2025, every Pennsylvania LLC files an annual report for $7. The Department of State declined to impose penalties for late filing in 2025 and 2026. Starting with the 2027 reports, missing it triggers administrative dissolution six months after the due date, and the company name becomes available for anyone else to take.
This page provides a free Pennsylvania LLC Operating Agreement template in both PDF and Microsoft Word format, drafted against Title 15 of the Pennsylvania Consolidated Statutes. It includes the § 8815 framework for member relations, registered office references, and signature blocks for member-managed and manager-managed structures. Download the version that fits your workflow and customize the bracketed fields.
Free Pennsylvania LLC operating agreement template and sample form
Fill it in below and the document is generated in your browser — nothing is uploaded and there is no signup. The PDF and Word versions are there if you prefer to draft offline. Whichever you use, name who files the annual report — the $7 filing became mandatory in 2025 and starts carrying dissolution from the 2027 report.
Pennsylvania LLC Costs and Deadlines (Verified August 2026)
The annual report requirement began 1 January 2025 and replaced the decennial report. Pages describing Pennsylvania as a state with no annual filing are describing the law as it stood before 2025. Confirm current figures with the Pennsylvania Department of State before filing.
| Item | Amount | Detail |
|---|---|---|
| Certificate of Organization (domestic LLC) | $125 | Pennsylvania Department of State |
| Annual report | $7 | New requirement, began 1 January 2025 |
| Annual report window | 1 Jan – 30 Sep | Fixed calendar deadline for LLCs, not an anniversary |
| Decennial report | Repealed | Replaced by the annual report requirement |
| Late filing 2025–2026 | No penalty | Transition period declared by the Department of State |
| Late filing from 2027 | Administrative dissolution | Six months after the due date; name protection lost |
| Registered office | $0–300/yr | Pennsylvania address required; may use a commercial provider |
| Operating agreement filing | Not filed | Internal document; only the Certificate is public |
The Transition Almost Everyone Is About to Miss
For years Pennsylvania asked its LLCs for almost nothing. A decennial report every ten years, and otherwise silence. That produced a generation of Pennsylvania owners with no habit of filing anything and no calendar entry for the Department of State.
The annual report requirement that began on 1 January 2025 asks for very little in substance: confirmation of the registered office, the principal office, and at least one member or manager. The fee is $7. The window runs from 1 January to 30 September.
What makes this worth attention is the shape of the enforcement. The Department of State chose not to penalise late filings in 2025 or 2026, which means two full years have passed in which nothing happened to anyone who ignored it. That is precisely the pattern that teaches people a requirement is not real. From the 2027 reports onward, failure to file leads to administrative dissolution six months after the due date — and once dissolved, the entity cannot obtain a subsistence certificate and its name becomes available to others.
If you have not filed since the change, the practical step is to file this year while it is still free of consequence, and to put 30 September on a recurring calendar.
What Section 8815 Lets the Members Decide
Pennsylvania’s operating agreement provision is § 8815, and it is one of the more detailed in the country. The agreement governs relations among the members, the rights and duties of members and managers, the company’s activities, its own amendment procedure, and the approval of entity transactions. Where the agreement is silent, Title 15 fills the gap.
The statute then sets out roughly twenty categories of things the agreement may not do. It cannot vary the general provisions of the LLC law or the naming requirements. It cannot eliminate members’ approval rights for mergers, conversions, or divisions. It cannot restrict access to company information beyond narrow limits. It cannot vary the causes of dissolution or the winding-up requirements. It cannot unreasonably limit a member’s right to bring an action.
Between the permissions and the prohibitions sits Pennsylvania’s characteristic middle ground: the “not manifestly unreasonable” standard. The agreement may alter the duty of loyalty and set standards for measuring good-faith performance, provided the alteration is not manifestly unreasonable — a question a court decides case by case. Pennsylvania is therefore neither Delaware, where the members’ bargain is close to absolute, nor a rigid-default state. It gives you room and reserves a judgment about whether you used it fairly.
Provisions That Matter Most Under Pennsylvania Law
- Annual report responsibility. Name who is accountable for the 30 September filing. With administrative dissolution arriving from 2027, this is the newest and cheapest risk to close.
- Duty alterations within the reasonableness limit. Section 8815 permits altering the duty of loyalty if not manifestly unreasonable. Draft the alteration narrowly and give the business reason for it, so a court has something to weigh.
- Management designation. Member-managed or manager-managed, with the scope of manager authority stated. Pennsylvania’s Certificate of Organization does not record this.
- Capital contributions and capital calls. What was contributed, what is promised, and the consequence of not funding.
- Distributions. Allocation and timing, subject to Pennsylvania’s restrictions on distributions that would leave the company insolvent.
- Information rights. The agreement may set procedures but cannot restrict access beyond the narrow exceptions the statute allows.
- Transfer restrictions. The default gives a transferee economic rights without membership. State what consent full admission requires.
- Dissolution and winding up. The causes of dissolution cannot be varied, but the internal process for reaching agreement before that point can be, and should be.
Mistakes Specific to Pennsylvania LLCs
- Believing Pennsylvania still has no annual filing. The decennial report is gone. Since 2025 every Pennsylvania LLC files annually, and content written before the change is now wrong in a way that costs the entity its name from 2027.
- Treating the penalty-free years as permission. No penalties in 2025 and 2026 is a transition, not a policy. The 2027 report carries administrative dissolution six months after the due date.
- Assuming the deadline is your formation anniversary. It is not. LLCs file between 1 January and 30 September, the same window for every entity.
- Writing an aggressive duty waiver. Pennsylvania applies a manifestly-unreasonable test. A sweeping waiver copied from a Delaware precedent is the kind of clause that invites the court to make the judgment for you.
Frequently Asked Questions
Does Pennsylvania require an LLC operating agreement?
No, and it is never filed with the Department of State. Section 8815 gives the agreement broad authority over internal affairs, so an LLC without one runs entirely on Title 15’s defaults.
How much does it cost to form an LLC in Pennsylvania?
$125 for the Certificate of Organization. The recurring cost is the $7 annual report, due between 1 January and 30 September each year.
When did Pennsylvania start requiring annual reports?
The annual report requirement began on 1 January 2025 and replaced the decennial report, which has been repealed.
What happens if I do not file the Pennsylvania annual report?
The Department of State did not impose penalties for late filing in 2025 or 2026. Beginning with the 2027 reports, failure to file leads to administrative dissolution six months after the due date, after which the company cannot obtain a subsistence certificate and its name becomes available to others.
When is the Pennsylvania annual report due?
For LLCs, by 30 September each year, with the filing window opening 1 January. The deadline is the same for every LLC regardless of formation date.
Can a Pennsylvania operating agreement change fiduciary duties?
Partly. Section 8815 permits altering the duty of loyalty and setting standards for good-faith performance if the alteration is not manifestly unreasonable. It cannot eliminate the obligation of good faith outright or restrict information rights beyond narrow limits.
Is the operating agreement filed with the state?
No. Only the Certificate of Organization and the registered office address are public record in Pennsylvania.
Can a Pennsylvania LLC have a single member?
Yes. A single-member LLC is recognized and is a disregarded entity for federal tax purposes by default. It still owes the annual report.
Download the Free Pennsylvania LLC Operating Agreement
The template below is the Pennsylvania version, formatted for both print and editing. Fill the bracketed fields, have every member sign, and keep a signed copy with the company records. It is an internal document — you do not file it with the state.
Related Templates
Pennsylvania’s new annual report puts it alongside states with fixed-date filings such as Georgia and North Carolina — though at $7 it is a fraction of what those states charge. For the contrast with a state that requires nothing at all, see the Ohio LLC operating agreement template. Every state is indexed in the LLC operating agreement by state hub, and the general LLC operating agreement template covers the shared structure.