Delaware LLC Operating Agreement

Yes, Delaware law (Section 18-101(7) of the Delaware LLC Act) requires every LLC to have an operating agreement. However, it does not need to be in writing or filed with the state. We strongly recommend a written agreement for clarity and enforceability.

Delaware is known for its business-friendly legal environment, specialized Court of Chancery for business disputes, well-developed corporate case law, and maximum flexibility in structuring operating agreements. Many venture-backed companies choose Delaware for these reasons.

No, Delaware does not require you to file your operating agreement with the state. The agreement is a private document between the LLC members. However, banks and investors will typically request to see a copy.

Yes. Our operating agreements are accepted by major financial institutions including Mercury, Chase, Bank of America, and others. The document includes all standard provisions banks look for: member information, ownership structure, and authorization for banking activities. Thousands of our clients have successfully used our agreements to open US bank accounts.

Yes, operating agreements can be amended at any time with the consent of members as specified in the original agreement (typically majority or unanimous approval). Common reasons for amendments include adding or removing members, changing ownership percentages, modifying profit distributions, or updating management structure.

In a member-managed LLC, all members participate in daily business decisions. In a manager-managed LLC, designated managers (who may or may not be members) handle operations while other members are passive investors. Our operating agreement lets you choose either structure and clearly defines the rights and responsibilities of each role.