Delaware LLC Operating Agreement Template [PDF]

Outline all the details on how your company will be operated by creating a Delaware LLC operating agreement using our advanced template.

Customized for DelawareThis document may be legally binding in Delaware according to your state specific regulations.
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  • Last reviewed on April 27th

The Delaware limited liability company (LLC) operating agreement is a legal document that defines the status of each member within the LLC and provides details on how the company will be operated on a day-to-day basis.

The LLC operating agreement, or business operating agreement, gives members the freedom to determine the operation of the LLC and their relationship according to their specific business model and their needs. 

This is also enabled by federal and state laws that provide a broad framework of rules that regulate the status of LLCs.

Is an Operating Agreement Required in Delaware?

Yes, the operating agreement is a required document when establishing an LLC in Delaware. Section 18-201(d) provides that the operating agreement must be entered into before, after, or at the time of the filing of a certificate of formation.

4 Main Types of Operating Agreements

When drafting an operating agreement in Delaware, there are four main types of agreements you can choose from:

Types of Operating Agreements

  • Single-member LLC operating agreement: Used in situations where a single member is forming an LLC. It is simple in structure since it only includes provisions about the operation of the LLC without regulating the mutual relationship between the members.

  • Multi-member LLC operating agreement: Here, the operating agreement outlines the operating rules for the LLC with two or more members. It also regulates the relationship between the members and provides details about their rights and duties within the LLC.

  • Member-managed LLC operating agreement: This type outlines the operation rules where the members are actively participating in the day-to-day decision-making process.

  • Manager-managed LLC operating agreement: Here, the document outlines the rights and responsibilities of managers appointed to do the day-to-day management of the LLC. In this structure, the members of the LLC take a more passive role in the decision-making process.

Laws and Legal Requirements for LLC Operating Agreements in Delaware

Title 6, Subtitle II, Chapter 18, called the Limited Liability Company Act, regulates the status of LLCs in Delaware.

Moreover, there are a few sections that regulate the status of the operating agreement in particular:

Laws and Legal Requirements

  • § 18-111: Regulates the interpretation and enforcement of LLC agreements.

  • § 18-201: Regulates the certificate of formation.

  • § 18-306: Regulates remedies for breach of LLC agreement by a member.

  • § 18-405: Regulates remedies for breach of LLC agreement by manager.

  • § 18-1101: Regulates construction and application of chapter and LLC agreements.

How to Form a Limited Liability Company (LLC) in Delaware

The easiest way to form an LLC in Delaware is to follow the step-by-step process outlined below:

How to Form a LLC in Delaware

#1. Reserve a Name For Your LLC

When establishing an LLC in Delaware, you should choose a business name. The name must be distinguishable from the names used by other companies registered in Delaware. You can do an entity name search and check if your business name is distinguishable from others.

#2. Choose the Type of LLC

In Delaware, you can choose between two main types of LLCs based on where they are established. Therefore, we have:

  • Domestic LLCs: an LLC established and registered in Delaware.

  • Foreign LLCs: an LLC established outside Delaware but registered in Delaware. 

#3. Nominate an Agent

Every LLC in Delaware must have a registered agent who can receive documents from the Division of Corporations on behalf of the LLC. The Division of Corporations has provided a list of Delaware registered agents that fulfill the standards.

#4. File the Certificate of Formation

Domestic LLCs must file the Certificate of Formation by filling out the form provided by the Delaware Division of Corporations.

For foreign LLCs, the members must file the Certificate of Registration of a Foreign Limited Liability Company. Here, the Delaware Division of Corporations has also provided a form and instructions for filling it out.

#5. Pay the Required Fee

When submitting your application, you should also attach a check for the application fee.

The fee for forming a domestic LLC is $90, and the fee for a foreign LLC is $200.

#6. Create the Cover Memo

When submitting an application, you are also required to send a cover memo. The Division of Corporations has created a fillable form you can use to create the cover memo.

#7. Create the Operating Agreement

Based on how many members the LLC will have. You can create a single-member operating agreement or a multi-member operating agreement. The operating agreement doesn’t have to be registered with the Division of Corporations.

#8. Apply For an Employer Identification Number (EIN)

This number is necessary if you want to apply for the company bank account or complete certain transactions. You can apply for the EIN on the IRS website or by filling out the SS-4 form.

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