Operating Agreement
(Single Member, Member-Managed) (PA LLC)

Summary

This template Operating Agreement (Single Member, Member-Managed) (PA LLC) is for use by a single member limited liability company formed under the Pennsylvania Uniform Limited Liability Act that will be taxed as a disregarded entity under the Internal Revenue Code. This template contains practical guidance, an optional clause, and drafting notes. This template is intended to be used where a limited liability company has elected to be managed by the members, rather than managers. Management by a member may be desirable if the limited liability company is owned by a business entity (such as another LLC or a corporation) and the parent company will be managing the affairs of the company. This template should not be used, or will need to be substantially revised, for a limited liability company with multiple members, because it does not provide for the allocation of tax items, transfer provisions, buy-sell provisions, or similar types of provisions that typically would govern the relationship between LLC members. For further information, see Partnership Tax Audit Rules. See also Partnership and Other Pass-Through Entities Taxation and Partnership Tax Audit Clauses (Bipartisan Budget Act of 2015). For other versions of a Pennsylvania LLC operating agreement, see Operating Agreement (Single Member, Manager-Managed) (PA LLC), Operating Agreement (Member-Managed, Multiple Member) (PA LLC), and Operating Agreement (Manager-Managed, Multiple Member) (PA LLC). For more resources on Pennsylvania LLCs, see Limited Liability Company Resource Kit (PA).