Delaware limited liability company operating agreement

What we’ll cover

• Delaware LLC Operating Agreement FAQs
• Delaware LLC Operating Agreement checklist

What is a Delaware LLC Operating Agreement?

A Delaware LLC Operating Agreement is a legal document that outlines how a Delaware LLC will be run. Delaware LLC Operating Agreements list all LLC owners (known as “Members”), their contribution amounts, and their ownership interest percentages. They also establish the general operating rules of your LLC, including how voting will work, buy-out provisions, and the management structure.

When can you use a Delaware LLC Operating Agreement?

• You run a business in Delaware, which requires you to have an LLC Operating Agreement.
• You are starting or managing an LLC and need to open a business bank or credit account, buy property, or secure funding.
• You run or manage an LLC with one or more partners and want to outline how much they each contributed and how the business will protect their interests.
• You want to run your LLC or distribute profits and losses differently than the state's default method.
• You want to establish a clear distinction between yourself and your LLC by further defining and documenting it as a separate legal entity.

Is an LLC Operating Agreement required in the state of Delaware?

Yes, Delaware LLCs are required to have an Operating Agreement.

The Delaware Code states, "A limited liability company agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of formation and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the effective time of such filing or at such other time or date as provided in or reflected by the limited liability company agreement."

Topics not expressly outlined in your Operating Agreement are governed by Delaware Code Title 6 Ch. 18: Delaware Limited Liability Company Act (Delaware Code Title 6 § 18-101 – 18-1208).

Take the next step: Register your LLC now

Many business owners opt to register their LLC after creating an LLC Operating Agreement. If this sounds like you, Rocket Lawyer can make your next step easy.

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Sample Delaware LLC Operating Agreement

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Legal sources

Find the sources and laws relevant to your Delaware LLC Operating Agreement below:

• Revised Uniform Limited Liability Company Act (RULLCA)
• Delaware Code Title 6, Chapter 18: Limited Liability Company Act (DE Code § 18)

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