Delaware LLC Operating Agreement Templates

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A Delaware LLC operating agreement is a legal document that will guide the member(s) in organizing the guidelines and procedures necessary to run a business. The document is not required in the State of Delaware, however, it’s highly recommended that the document is completed and kept on file by the managing member(s)/owner(s).

Upon completion of the form, the member(s) will have the ability to protect their personal property that would otherwise become vulnerable, in the event they are presented with litigation or bankruptcy. The member(s) will also have access to various tax benefits.

Limited Liability Company ActTitle 6, Subtitle II, Chapter 18

Operating Agreement Laws – § 18-101(9)

Definition – § 18-101(9)

Table of Contents

By Type (2)


Multi-Member LLC Operating Agreement – For use by any company/entity that will be a multi-member managed company. All members must agree to all aspects of the document in order that it might be effective.

Download: Adobe PDFMS Word (.docx)OpenDocument

 

 


Single-Member LLC Operating Agreement – This document would be for use by a sole proprietor, one who would self-manage their own company. This document provides all of the same benefits as would be provided to medium to large-sized companies.

Download: Adobe PDFMS Word (.docx)OpenDocument

 

 


How to Form an LLC in Delaware

Each entity in the State must operate under a unique business name that is distinguishable from all others on file with the Delaware Division of Corporations. Consequently, it is recommended that you perform a General Information Name Search to ensure that your desired name is available and dissimilar to the name of any other registered entity.

Step 1 – Appoint a Registered Agent

The State of Delaware requires every business to nominate a Registered Agent who shall receive correspondence from the Division of Corporations on behalf of the business. A Registered Agent may be an individual residing in Delaware or an entity with the authorization to transact business in the State. The Division of Corporations has provided a list of Delaware Registered Agents that uphold the standards pursuant to 8 Del. C.§ 132(g).

Step 2 – Complete the Application

Choose the file below which matches your LLC type.

Step 3 – Filing Fee

Attach a check made payable to the ‘Delaware Division of Corporations’. The requisite fees are as follows:

  • Domestic – $90
  • Foreign – $200

You may expedite your filing for an additional fee (see Fee Schedule for more information).

Step 4 – Cover Sheet

A cover sheet containing your name or entity name, phone number, and return address must be included with your filings. A downloadable PDF cover sheet can be found on the Division of Corporation’s Website. If you have any questions on the subject, call the Division at (302) 739-3073.

Step 5 – Submit Application

Send your filing package by mail to the address below. Note that Foreign LLCs are required to include a Certificate of Existence from the LLC’s home state issued within six (6) months of filing with the Division of Corporations.

Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901

Step 6 – Operating Agreement

Upon successfully filing your LLC in Delaware, it is recommended that an operating agreement be drafted to outline the method of operation and financial structure of the business. The form shall not be filed with the Division of Corporations but rather filed by each relevant party and kept for their own personal records.

Step 7 – Employer Identification Number (EIN)

The Employer Identification Number (EIN) is to a business what a Social Security Number is to an individual. The Internal Revenue Service (IRS) uses this identifier to oversee the financial activity of all registered entities. Once acquired, the LLC will be able to conduct legal, financial activity within the country. You may apply by mailing Form SS-4 or by submitting the Online Application.

(Video) How to Make an LLC Operating Agreement in Delaware