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Create your Delaware operating agreement
Answer a few questions, download the PDF. No card, no account.
Required by state law
Yes, oral or written
Filed with the state
No, kept with your records
Governing law
6 Del. C. §18-101, §18-201(d)
What Delaware law says
Delaware law requires every LLC to have an operating agreement, though it can be oral or implied. Write it down anyway: an unwritten agreement is hard to prove, and banks ask to see one.
Delaware law says an LLC agreement "shall be entered into or otherwise existing", and allows it to be written, oral or implied.
Delaware law calls the document a limited liability company agreement. Banks, lawyers and most people still say operating agreement; they mean the same thing.
Source: 6 Del. C. §18-101, §18-201(d).
The agreement is not filed with the state. Your LLC is created by filing the Certificate of Formation with the Delaware Division of Corporations; the operating agreement is the private contract between the members that sits alongside it.
How it fits with your Delaware filings
The operating agreement stays private, but it has to agree with what is on the public record. If your Certificate of Formation says the LLC is manager-managed, the agreement should name the managers and say what they can decide.
Delaware has no annual report for LLCs; the yearly filing is the annual LLC tax. When a member joins or leaves, or managers change, amend the agreement first, then update the state's records.
What to include in a Delaware operating agreement
- 01
Ownership
Each member, what they contributed and their percentage.
- 02
Profits and losses
How they are allocated and when money is distributed.
- 03
Management
Member-managed or manager-managed, matching your Certificate of Formation.
- 04
Decisions
Voting rights, and what needs a majority or everyone.
- 05
Transfers
Whether a member can sell their share, and to whom.
- 06
Leaving and closing
What happens when a member leaves, dies or the LLC closes.
Single-member or multi-member
Single-member: short and simple. Its main job is to show the LLC is separate from you: its own money, its own decisions, its own records. Banks often ask for it.
Multi-member: this is where the agreement earns its keep. Spell out ownership percentages, who decides what, how money comes out, and what happens if a member wants to leave. Most disputes between co-owners are about something the agreement did not say.
Create your Delaware operating agreement free
Our generator asks about your members, ownership and management, then writes a Delaware operating agreement you can download as a PDF. If you form your LLC with us, the agreement is included in the $399.
Related
Frequently asked questions
Is an operating agreement required in Delaware?
Delaware law requires every LLC to have an operating agreement, though it can be oral or implied. Write it down anyway: an unwritten agreement is hard to prove, and banks ask to see one. Delaware law says an LLC agreement "shall be entered into or otherwise existing", and allows it to be written, oral or implied.
What is a Delaware limited liability company agreement?
It is what Delaware law calls an LLC operating agreement. The document and its purpose are the same: it sets out ownership, management and how the LLC is run.
Do I file my Delaware operating agreement with the state?
No. The Delaware Division of Corporations receives your Certificate of Formation, not the operating agreement. Every member signs the agreement and the LLC keeps it with its records.
Does a single-member Delaware LLC need an operating agreement?
It is worth having. It shows the LLC is a business separate from you, which supports your liability protection, and banks often ask for it when you open a business account.
Can I write my own Delaware operating agreement?
Yes. Use our free generator, choose Delaware, answer the questions and download the PDF. For investors, unusual profit splits or a dispute, have a lawyer review it.
Does a Delaware operating agreement need to be notarized?
No. Notarizing is not required. Every member signs it and keeps a copy.
