Pennsylvania LLC Operating AgreementThe 2016 Uniform LLC Act, the new annual report, and the decade-by-decade decennial filing
The 2024 Annual Report Reform
Until 2023, Pennsylvania was one of the few states without an annual report requirement. LLCs filed only once every ten years (the Decennial Report). Act 122 of 2022 changed this: from 2024 onward, every Pennsylvania LLC must file an annual report by 30 September each year. The fee is $7. The first annual reports were due 30 September 2025 for LLCs formed before 2024.
The reform brought Pennsylvania in line with other states but caught many LLC owners off guard. Failure to file by 30 September leads to administrative dissolution after a notice period. The PA Department of State issues administrative-dissolution warnings, but LLCs with stale registered office addresses may not receive them. Calendar 1 September as the personal deadline for the annual report.
The Decennial Report is still in force and is separate from the annual report. The next decennial window is calendar year 2031 (every year ending in 1). The decennial fee is $70 and the form is more detailed than the annual report. Both filings now coexist.
Pennsylvania Filing Calendar (2026)
| Filing | When | Fee or Form |
|---|---|---|
| Annual Report (since 2024) | 30 September each year | $7 fee |
| Decennial Report | 1 January to 31 December of years ending in 1 (next: 2031) | $70 fee |
| Federal tax filings (partnership / S-corp) | 15 March | Form 1065 or 1120-S |
| Federal tax filings (single-member disregarded) | 15 April | Schedule C or E on member return |
| PA-65 partnership return | 15 April | Pennsylvania Department of Revenue |
Default Rules Under 15 Pa.C.S. § 88
| Topic | Default Rule | Statute |
|---|---|---|
| Profit allocation | Per-capita (equal among members) | 15 Pa.C.S. § 8843 |
| Voting | Per-capita (one vote per member) | 15 Pa.C.S. § 8847 |
| Management | Member-managed unless Certificate states manager-managed | 15 Pa.C.S. § 8847(b) |
| Member admission | Unanimous consent of existing members | 15 Pa.C.S. § 8861 |
| Distributions | Equal among members; on company decision | 15 Pa.C.S. § 8847(c) |
| Member dissociation | Permitted; member becomes assignee | 15 Pa.C.S. § 8871 |
| Dissolution | Two-thirds in interest unless agreement requires more | 15 Pa.C.S. § 8881 |
The standard RULLCA pattern: per-capita allocation, per-capita voting, member-managed by default. Capital-weighted allocation must be expressly written into the operating agreement.
Sample Pennsylvania-Specific Clauses
Forming a Pennsylvania LLC: The Six Steps
- Choose and check a name. Search the PA Department of State business name database. Names must include "Limited Liability Company", "LLC", "Ltd. Liability Co.", or "Limited Company".
- Designate a registered office. Required under 15 Pa.C.S. § 8825. Must have a Pennsylvania physical street address. Pennsylvania uses "registered office" rather than "registered agent".
- File Certificate of Organization with Docketing Statement. $125 fee. Filed online with the PA Department of State.
- Adopt the operating agreement. Not legally required but standard practice.
- Obtain EIN and register with PA Department of Revenue. EIN free from IRS. PA Revenue registration via PA-100 form.
- Calendar 30 September annual report and 2031 decennial. Annual report $7 every year; decennial $70 every ten years.
Five Pennsylvania-Specific Mistakes
Many PA LLCs formed before 2024 are unaware of the new annual report requirement. The first deadline was 30 September 2025; subsequent deadlines are 30 September every year.
These are two separate filings. The annual report ($7) is yearly; the decennial report ($70) is once every ten years (next 2031). Both are required.
Pennsylvania uses 'registered office' rather than 'registered agent'. The address must be a Pennsylvania physical street address, not a PO box.
The Certificate of Organization must be filed together with Form DSCB:15-134A (Docketing Statement). Filing only the Certificate results in rejection.
15 Pa.C.S. § 8843 splits profits equally regardless of capital. Capital-weighted allocation must be written in expressly.
Statutory Sources
- Pennsylvania Uniform Limited Liability Company Act of 2016, 15 Pa.C.S. Chapter 88, official text
- PA Department of State Bureau of Corporations, LLC formation forms and annual reports
- PA Department of Revenue, individual and corporate income tax