Delaware LLC Operating Agreement Template [PDF]

• 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.

#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.