Pennsylvania LLC Operating AgreementThe 2016 Uniform LLC Act and the new annual report that replaced the decennial filing
The 2025 Annual Report Reform
Until 2024, 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 Act 122 of 2022 changed this: it repealed the decennial report for LLCs and replaced it with an annual report. Beginning 1 January 2025, every Pennsylvania LLC must file an annual report each year between 1 January and 30 September. The fee is $7.
The reform brought Pennsylvania in line with other states but caught many LLC owners off guard. There is a transition grace period: beginning with reports due in 2027, an LLC that fails to file becomes subject to administrative dissolution six months after the 30 September due date. The PA Department of State issues notices, but LLCs with stale registered office addresses may not receive them. Calendar 1 September as the personal deadline for the annual report.
The old ten-year Decennial Report no longer applies to LLCs. Act 122 repealed it and folded its purpose into the new annual filing, so there is no longer a separate decennial deadline to track for an LLC.
Pennsylvania Filing Calendar (2026)
| Filing | When | Fee or Form |
|---|---|---|
| Annual Report (since 2025) | 1 January to 30 September each year | $7 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 the 30 September annual report. The annual report ($7) is due each year between 1 January and 30 September. The old decennial report no longer applies to LLCs.
Five Pennsylvania-Specific Mistakes
Many PA LLCs formed before 2025 are unaware of the new annual report requirement. The first deadline was 30 September 2025; subsequent deadlines run 1 January to 30 September every year.
Act 122 of 2022 repealed the ten-year decennial report for LLCs and replaced it with the annual report. There is no longer a separate decennial filing to track for an LLC; the $7 annual report is the recurring requirement.
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