Delaware Multi-Member LLC Operating Agreement Form

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A Delaware multi-member LLC operating agreement is a legal document that would be used by any entity that would be managed by more than one member. The document will outline all of the various aspects of the company, by the members, so that all members are in agreement with regard to standard operating procedures, eliminating the possibilities of disagreement later on.

The document also shall protect all members from using personal assets to settle claims against the company should litigations or situations of any type arise. The members will also experience tax benefits. The document is not required in the state of Delaware, but it’s highly recommended that it is completed and retained by all members. Members are advised to thoroughly read the entire document. Should the language be unclear the collective membership may consider a consultation with an attorney for clarification.

How to Write

Step 1 – Download the document. Submit the name of the company into the first line of the document

Step 2 – Member Agreement –

  • Enter the date in which the document shall become effective, in mm/dd/yyyy format
  • All member’s names must be submitted

Step 3 – The Company – Complete all portions of the following:

Formative –

  • Enter the effective date in mm/dd/yyyy format
  • Submit the name of the company
  • The name in which the company shall do business if other than the company name

Name –

  • Enter the name in which business shall be conducted
  • Review “Purpose”

Office –

  • Submit the address where the principal business shall be maintained

Registered Agent –

  • Submit the full name of the initial registered agent
  • Enter the registered office address where the agent will do the majority of the business

Term –

  • Provide the date in which the term of the company shall commence

Review the final two statements in the section as follows:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Capital Contributions – All members must carefully review the following subsections:

  • 2.1 Initial Contributions
  • 2.2 Additional Contributions
  • 2.3 No Interest on Capital Contributions

Step 5 – Allocations of Profits and Losses; Distributions – Members must carefully review all of the following:

  • 3.1 Profits and Losses
  • 3.2 Distributions
  • 3.3 No Right to Demand Return of Capital

Step 6 – Titled Sections and Subsections- All members must read and understand all of the following:

  • Indemnification
  • Powers and Duties of Managers (5.1 through 5.3)
  • Salaries, Reimbursement, and Payment of Expenses (subsections 6.1 through 7.4)
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking Subsections 7.1 through 7.4)
  • Transfer of Membership Interest – 8.1 and 8.2 and subsections 8.2.1 through 8.2.5)
  • Substituted Parties 8.3 and subsections 8.3.1 and 8.3.2
  • Death, Incompetency or Bankruptcy of Member 8.4 and subsection 8.4.1
  • Death Buy Out – also read subsections 8.5.1 through 8.5.6
  • Dissolution and Winding Up of the Company 9.1 and subsections 9.1.1 through 9.1.4
  • Winding Up 9.2 and subsections 9.2.1 through 9.2.3

Step 7 – General Provisions – Read all of the remaining titled sections as follows:

  • Amendments
  • Governing Law
  • Entire Agreement; Modification
  • Attorney Fees
  • Further Effect
  • Severability
  • Captions
  • Notices

Step 8 – Signatures – Must be signed only in the service of a Notary Public:

  • Type or Print all member’s names
  • All members must provide their signatures

Listing of Members – Schedule 1

  • Enter the name of the company at the top of the page
  • Submit the date that the list is created, in dd/m/yy format
  • Provide the name of each member (respective )
  • Provide each member’s complete address
  • AND – Members may authorize the listing by providing:
  • Each member’s printed or typed name
  • Each member’s signature

Listing of Capital Contributions – Schedule 2 – Enter the name of the company at the top of the page

  • Enter all member’s names
  • Enter all member’s respective contribution (minimum $100.00 with no obligation for further contribution)
  • Submit the Percentage of the member’s ownership
  • AND
  • Submit the date of signatures in agreement
  • AND
  • Print or Type each member’s name
  • Each member must apply their signatures

Listing of Valuation of Members Interest – Schedule 3 – Submit the name of the company at the beginning of the page

  • Submit the member’s names
  • Submit the member’s respective Valuation Endorsement

Notarization –

  • As the document reaches completion, the notary will have witnessed and recorded all of the member’s signatures. The notary public will complete the notary acknowledgment, apply their signature and affix their seal or stamp in acknowledgment