The Delaware single-member LLC operating agreement is a legal document that would be utilized by a single owner/sole proprietor to establish the operating procedures that the owner’s company will follow. The form provides all of the same tax and protective benefits for a sole proprietor, as would be received by larger companies. This document must be carefully reviewed. If the owner is not clear with regard to the language of the document, the owner may consider contacting an attorney for clarification.

The state does not require that a business complete this document, however, not having the document could leave the personal assets vulnerable to bankruptcy or litigation in the event of business failure. The document is recommended to be notarized since the member is the only individual that will be signing.

How to Write

Step 1 -Begin by downloading the document and entering the name of the business at the top of the form

Step 2 – The Agreement – Enter the date in which the document has been entered into, in mm/dd/yy format

• Enter the name of  the business
• Submit the name of the owner

Step 3 – Organization – The member must read all of the following and submit any required information needed, into the lines provided:

Formation –

• Provide the name of the company
• Submit the date of the filing of the articles of the business, in mm/dd/yy format
• Review the remainder the paragraph

Purposes and Powers –

• Provide a brief description of what the purposes of the company will be
• Review subsections ii and b

Read the following:

• Duration
• Registered Office and Resident Agent
• Capital Contributions and Distributions
• Books, Records, and Accounting (a and b)
• Member’s Capital Accounts
• U.S. Federal / Delaware State Income Tax Treatment

Step 4 – Titled Sections and Subsections – The owner must carefully review:

Rights, Powers, and Obligations of Member (subsections a through g)

• Authority – Provide the owner’s name
• Liability to Third Parties
• Rights, Powers, and Obligations of Manager
• Member-Managed limited liability
• Initial Managing Member
• Ownership of Company Property
• Other Activities

Limitation of Liability; Indemnification –

• a) Limitation of Liability and Indemnification of Member (subsections i through v)
• Death, Disability, Dissolution – (subsection a through c-i and ii
• Miscellaneous Provisions (subsections a through f)