PENNSYLVANIA LEGAL INFORMATION

• Pennsylvania Secretary of State's office, home page for business formation
• Pennsylvania Name availability search
• Pennsylvania Certificate of Organization for an LLC
• Pennsylvania Statutes relative to Limited Liability Companies (Title 15, Part III)
• Filing Fee: $100.
• Name: Shall contain the words "company", "limited", "limited liability company" or the abbreviation thereof.

LLC Operating Agreement Form Price: $16.99 (free trial) PLLC Operating Agreement Form Price: $20.99 (free trial) Note: for Professional Services LLC called "PLLC".

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Selected Sections of Pennsylvania LLC Act

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• 15 Pa.C.S.A. § 8916. Operating agreement.
        (a) General rule.--The operating agreement of a limited liability company need not be in writing except where this chapter refers to a written provision of the operating agreement. If a written operating agreement provides that it cannot be amended or modified except in writing, an oral agreement, amendment or modification shall not be enforceable.
        (b) Freedom of contract.--An operating agreement may contain any provision for the regulation of the internal affairs of a limited liability company adopted by the members, whether or not specifically authorized by or in contravention of this chapter, except where this chapter:
  1. refers only to a rule as set forth in the certificate of organization; or
  2. expressly provides that the operating agreement shall not relax or contravene any provision on a specified subject.
  
  COMMITTEE COMMENT (2001) to §8916:

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  Signature by the members of a document styled as the "operating agreement" is not required. Instead, the action of a member in accepting a membership interest in a limited liability company should be deemed to represent acceptance of the terms of the operating agreement, just as a person who becomes a shareholder in a corporation is deemed to have accepted the provisions of the bylaws without a separate, formal action to that effect. Thus, the rule in the Delaware Limited Liability Company Act that an operating agreement "shall not be unenforceable by reason of its not having been signed by a person being admitted as a member or becoming an assignee," 6 Del. Code § 18-101(7)b, will also be the rule under Chapter 89.
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• 15 Pa.C.S.A. § 8947. Resignation of manager.
  A manager of a limited liability company may resign at any time, but if the resignation violates the operating agreement, the company may recover from the former manager damages for breach of the operating agreement.

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