15 Pennsylvania Consolidated Statutes § 8916 - Operating Agreement

§ 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.

(c) Cross references.--See sections 8913(8) (relating to certificate of organization) and 8915 (relating to modification by agreement).

(June 22, 2001, P.L.418, No.34, eff. 60 days)

2001 Amendment. Act 34 added section 8916.

Cross References. Section 8916 is referred to in section 8915 of this title.

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Last modified: October 8, 2016