Governance Document
Operating Agreement
of
[Company Name]
A limited liability company organized under the laws of the Commonwealth of Pennsylvania
Effective November 3, 2026
Single Member · Member-Managed
This Operating Agreement of [Company Name] (the “Company”) is made and entered into as of November 3, 2026, by and among the Company and [members] (each a “Member” and collectively the “Members”). The parties intend that this Agreement govern the Company’s internal affairs pursuant to the Pennsylvania Uniform Limited Liability Company Act, 15 Pa.C.S. ch. 88.
Article I
Formation, Name, and Company Information
1.1 Formation.
The Company was formed as a limited liability company under the Pennsylvania Uniform Limited Liability Company Act, 15 Pa.C.S. ch. 88 (the "Act") by filing Articles of Organization with Pennsylvania Department of State. The Members adopt this Operating Agreement (this "Agreement") to govern the Company's internal affairs as permitted by the Act. To the extent this Agreement is inconsistent with a provision of the Act that may not be varied by agreement, the Act controls.
1.2 Name.
The name of the Company is [Company Name]. The Company may transact business under any fictitious, assumed, or trade name upon compliance with applicable registration requirements.
1.3 Principal Office.
The Company's principal office is located at PA. The principal office may be changed by the Member without amendment to this Agreement, provided the Company's records and state filings are updated.
1.4 Registered Agent.
The Company shall continuously maintain a registered agent and registered office in Pennsylvania as required by the Act. The Members shall cause the registered agent and registered office to be updated whenever they change.
1.5 Business Purpose.
The purpose of the Company is to engage in any lawful business purpose, and to engage in any other lawful act or activity for which a limited liability company may be organized under the Act.
1.6 Term.
The Company commenced on the filing of its Articles of Organization and shall continue until dissolved and wound up in accordance with Article VII of this Agreement. The Company's existence is not affected by the death, withdrawal, bankruptcy, or incapacity of any Member.
1.7 Title to Company Property.
All property acquired by the Company shall be held in the name of the Company. No Member has any direct or beneficial ownership interest in Company property, and no Member may use Company property for personal purposes except as expressly approved.
Article II
Membership Interests and Capital Contributions
2.1 Sole Member.
[Member] is the sole Member of the Company and owns one hundred percent (100%) of the membership interests. The Company shall maintain a written record of the sole Member's ownership, contribution, and capital account, as set forth in Schedule A.
2.2 Capital Contribution.
The Member has contributed to the Company the cash, property, or services described in Schedule A. The Member is not obligated to make any additional contribution except as the Member may determine in writing.
2.3 Nature of Membership Interest.
The membership interest is personal property. The Member may pledge or encumber the interest in connection with financing for the Company with written notice to the Company and, where required, lender consent.
Article III
Capital Accounts, Allocations, and Distributions
3.1 Capital Accounts.
A separate capital account shall be maintained for each Member in accordance with Treasury Regulations § 1.704-1(b)(2)(iv). A Member's capital account shall be increased by contributions and allocated profits, and decreased by distributions and allocated losses.
3.2 Allocations.
All profits, losses, gains, deductions, and credits of the Company shall be allocated to the Member.
3.3 Distributions.
Distributions may be made to the Member at such times and in such amounts as the Member determines, subject to Section 3.4.
3.4 Limitations on Distributions.
No distribution shall be made if, after giving effect to the distribution, the Company would be unable to pay its debts as they become due in the ordinary course of business, or if the distribution would otherwise violate the Act. A Member who receives a distribution in violation of this Section shall return it to the Company to the extent required by the Act.
3.5 Tax Classification.
The Company is a single-member limited liability company that is disregarded as an entity separate from its owner for federal income tax purposes. The Company shall not elect to be taxed as a corporation without the Member's written consent.
3.6 Tax Returns, Fiscal Year, and Representative.
The Company's fiscal year ends on December 31. The Company shall cause required federal, state, and local tax returns to be prepared and timely filed, and shall furnish each Member with the information reasonably necessary to prepare that Member's tax returns within ninety (90) days after the end of the fiscal year. [Member] is designated as the Company's "tax matters partner" or "partnership representative," as applicable, with authority to act on the Company's behalf in tax proceedings.
3.7 Withholding.
The Company may withhold and pay over any amount required by law with respect to a Member. Amounts withheld shall be treated as distributed to that Member and shall reduce the Member's capital account accordingly.
Article IV
Management and Authority
4.1 Management by the Member.
The Company is member-managed. The Member has sole authority to manage the Company's business and affairs and to bind the Company, including the authority to open and close bank accounts, enter into contracts, hire employees and contractors, acquire and dispose of property, and borrow funds on the Company's behalf.
4.2 Written Consents.
The Member shall record material decisions taken on behalf of the Company in a written consent or resolution signed by the Member and kept with the Company's records, including decisions to borrow funds, admit investors, change the Company's tax classification, or dissolve the Company.
4.3 Officers and Agents.
The Member may appoint officers, managers, or agents with such titles and authority as the Member determines in writing. Any such appointment may be revoked at any time.
4.4 Compensation and Reimbursement.
The Member may receive compensation for services rendered to the Company as determined by the Member and recorded in the Company's records. The Member shall be reimbursed for reasonable, documented out-of-pocket expenses incurred on the Company's behalf.
4.5 Standard of Care; Other Activities.
The Member shall discharge duties in good faith and in a manner the Member reasonably believes to be in the Company's best interests. The Member may engage in other business activities.
4.6 Bank Accounts and Company Funds.
The Company shall maintain one or more bank accounts in its own name and shall not commingle Company funds with the funds of any Member. Signatories shall be designated by the Member. The Company shall obtain and maintain a federal Employer Identification Number where required.
Article V
Books, Records, and Reporting
5.1 Books and Records.
The Company shall keep complete and accurate books and records of account, a current list of Members with their ownership percentages and contributions, copies of this Agreement and all amendments, and minutes or written consents of material decisions, at its principal office or at another location designated by the Member.
5.2 Access to Records.
Each Member and the Member's authorized representatives may inspect and copy Company records during normal business hours on reasonable notice, for a purpose reasonably related to the Member's interest. A Member may be required to reimburse the Company for reasonable copying costs.
5.3 Reports.
Within ninety (90) days after the end of each fiscal year, the Company shall provide each Member with a balance sheet and statement of income and cash flows for the year, and a statement of that Member's capital account. The Member may waive this requirement in writing.
5.4 Confidentiality.
Each Member shall keep confidential all non-public information concerning the Company's business, customers, pricing, financial performance, and trade secrets, and shall use that information only for Company purposes. This obligation survives a Member's withdrawal or transfer.
5.5 Accounting Basis.
The Company's books shall be maintained on the accounting basis used for federal income tax purposes, consistently applied, unless the Member determine otherwise.
Article VI
Transfer of Membership Interests
6.1 Transfer by the Member.
The Member may sell, assign, gift, or otherwise transfer all or part of the membership interest. A transferee shall become a member of record upon the Member's written notice to the Company and the transferee's written acceptance of this Agreement. The Company shall update its records and any required state filings.
6.2 Encumbrances and Creditors.
The Member may pledge the membership interest as collateral for Company financing or a personal obligation with written notice to the Company. A creditor's remedy against the interest is limited to a charging order to the extent provided by the Act, and does not confer membership rights.
6.3 Effect of Death or Incapacity.
On the Member's death or incapacity, the membership interest passes to the Member's successor in interest, who may become a member of record by written acceptance of this Agreement. The Company's existence continues without interruption.
6.4 Successor Liability.
A successor in interest who does not become a member of record is entitled only to the economic rights associated with the interest and has no voting or management rights.
Article VII
Withdrawal, Dissolution, and Winding Up
7.1 Withdrawal.
The Member may dissolve the Company by written determination. Dissolution, winding up, and cancellation shall be carried out in accordance with this Article and the Act.
7.2 Events of Dissolution.
The Company shall be dissolved on the earliest of: (a) the Member's written determination to dissolve; (b) the sale of all or substantially all of the Company's assets; or (c) the entry of a judicial decree of dissolution.
7.3 Winding Up.
On dissolution, the Member (or a liquidator appointed by the Member) shall wind up the Company's affairs in an orderly manner: complete or settle pending business, collect receivables, sell or distribute assets, give the notices required by the Act, pay or provide for liabilities, and maintain reasonable reserves for contingent liabilities.
7.4 Distribution of Assets on Liquidation.
After payment of Company liabilities (including amounts owed to Members as creditors) and establishment of reasonable reserves, remaining assets shall be distributed to the Members in accordance with positive capital account balances, in the manner required by the Act. Liquidation proceeds shall be allocated in a manner consistent with Section 3.2.
7.5 Certificate of Cancellation and Final Filings.
On completion of winding up, the Company shall file a certificate of cancellation (or comparable filing) with Pennsylvania Department of State, cancel its registrations and licenses, close its accounts, and file final federal, state, and local tax returns.
Article VIII
Indemnification and Liability
8.1 Indemnification.
The Company shall indemnify and hold harmless each Member, Manager, officer, and agent of the Company (each an "Indemnified Person") from and against all claims, liabilities, damages, losses, and reasonable expenses (including attorneys' fees) arising from that person's service to the Company, to the fullest extent permitted by the Act. Reasonable expenses may be advanced before final disposition of a proceeding upon a written undertaking to repay the advance if it is ultimately determined that indemnification is not permitted.
8.2 Exceptions.
Indemnification shall not be available for a claim arising from fraud, bad faith, willful misconduct, a knowing violation of law, a transaction from which the Indemnified Person derived an improper personal benefit, or any matter as to which indemnification is prohibited by the Act.
8.3 Limitation of Liability.
No Indemnified Person shall be liable to the Company or the Members for any act or omission taken in good faith on behalf of the Company, except as provided in Section 8.2. The Members intend that the fiduciary duties of the Members be modified to the fullest extent permitted by the Act.
8.4 Insurance.
The Company may purchase and maintain liability insurance covering the Members, Manager, officers, employees, and agents of the Company.
8.5 Protection of Members.
Except as required by the Act, no Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member, and a Member's liability is limited to that Member's capital contribution and any amount that Member has agreed in writing to contribute.
Article IX
Dispute Resolution
9.1 Negotiation and Mediation.
If a dispute arises out of or relates to this Agreement, the Company, or a Member's interest, the parties shall first attempt in good faith to resolve it through direct negotiation for thirty (30) days. If negotiation fails, the parties shall submit the dispute to non-binding mediation before a mediator selected by agreement. Mediation shall be concluded within sixty (60) days after the request unless the parties agree otherwise.
9.2 Binding Arbitration.
Any dispute not resolved under Section 9.1 shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Pennsylvania, Pennsylvania. The arbitrator shall apply Pennsylvania law and shall have authority to award the relief available in court, including specific performance and attorneys' fees as provided in Section 9.4. Judgment on the award may be entered in any court of competent jurisdiction.
9.3 Exceptions.
Notwithstanding Sections 9.1 and 9.2, any party may seek temporary, preliminary, or permanent injunctive relief or specific performance from a court of competent jurisdiction to protect its rights pending arbitration, and any claim that the Act requires to be brought in a particular forum may be brought there.
9.4 Attorneys' Fees.
In any proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert fees, and costs, in addition to any other relief awarded.
9.5 Governing Law and Jury Waiver.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles. To the extent any dispute is litigated, the parties knowingly and voluntarily waive trial by jury.
Article X
General Provisions
10.1 Amendments.
This Agreement may be amended by a written instrument signed by the Member, and the Company's records shall be updated accordingly.
10.2 Notices.
Any notice required under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by a nationally recognized overnight courier, or sent by email with confirmation of transmission, to the address maintained for the recipient in the Company's records. A party may change its notice address by written notice.
10.3 Entire Agreement.
This Agreement, including its schedules, constitutes the entire agreement among the parties concerning the Company and supersedes all prior or contemporaneous understandings, including any earlier operating agreement or term sheet.
10.4 Severability.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable and consistent with the parties' intent.
10.5 No Third-Party Beneficiaries.
This Agreement benefits only the parties and their permitted successors and assigns. Nothing in this Agreement confers rights on any other person, including creditors of the Company.
10.6 Counterparts and Electronic Signatures.
This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered by electronic means (including signature platforms compliant with the Electronic Signatures in Global and National Commerce Act and applicable state law) are valid and binding.
10.7 Further Assurances.
Each party shall execute and deliver any additional documents and take any further actions reasonably necessary to carry out the intent of this Agreement, including filings with Pennsylvania Department of State and with lenders or banks that require a copy of this Agreement.
10.8 Construction; Headings.
Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." References to the Act include any successor statute and amendments. This Agreement was drafted jointly by the parties, and no rule of construction against the drafter applies.
Execution
Signatures
IN WITNESS WHEREOF, the undersigned have read, understood, and agreed to this Operating Agreement and have executed it as of the Effective Date stated above.
[Member]
Sole Member
Schedule A
Members, Contributions & Ownership
| Member | Address | Contribution | Ownership |
|---|---|---|---|
| [Member] | — | As agreed | 100% |
The Member owns one hundred percent (100%) of the membership interests of the Company.
Jurisdiction Notes · Pennsylvania
Governing statute: Pennsylvania Uniform Limited Liability Company Act, 15 Pa.C.S. ch. 88
Filing office: Pennsylvania Department of State.
Pennsylvania LLCs file a decennial report every ten years rather than an annual report. No newspaper publication is required.
This Operating Agreement was generated by the Redeem Advisory Group Operating Agreement Generator based on information you provided. It is a general document and is not legal advice. Because the enforceability and required content of an operating agreement depend on the laws of the Commonwealth of Pennsylvania and on your specific facts, have a licensed attorney reviewed this document before it is signed, and confirm current filing, publication, and annual report requirements with Pennsylvania Department of State.