Delaware · Operating agreement
Delaware LLC operating agreement
What Delaware's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Delaware operating agreementWhat Delaware’s LLC act says
Delaware calls the document a limited liability company agreement. The act says it covers any agreement of the members about the company's affairs, even one called an operating agreement. 3
Delaware lets the agreement be written, oral or implied. The act also says it is not subject to any statute of frauds. 3
What Delaware’s act does not let an agreement change:
- It may not eliminate the implied covenant of good faith and fair dealing 4
- It may not limit liability for a bad faith violation of that covenant 4
One-member company. Delaware says an agreement of a company with only 1 member is not unenforceable just because only 1 person is a party to it. 3
Not confirmed for Delaware from an official source: whether a Delaware agreement is filed with the state.
What happens with no agreement
With no agreement saying otherwise, Delaware vests management in the members, in proportion to their profit interests. Members owning more than 50 percent of that interest control the decision. 1
If the agreement does not say, Delaware allocates profits and losses by the agreed value of each member's contributions that the company has received and not returned. 2
What the template covers in Delaware
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Delaware’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Delaware LLC
You form a Delaware LLC by filing with Delaware’s Division of Corporations.
The Delaware LLC annual tax is due June 1 every year. 5
Search the Delaware business records at the Division of Corporations before you file: Delaware entity search.
The operating agreement for a Delaware LLC is separate from the Delaware formation filing.
Common questions
Is an operating agreement required for an LLC in Delaware?
Delaware's LLC act does not tell an LLC to adopt a limited liability company agreement. Section 18-402 sets the management rule that applies unless an agreement says otherwise. 1
Is there a Delaware LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Delaware LLC have an operating agreement?
Delaware says an agreement of a company with only 1 member is not unenforceable just because only 1 person is a party to it. 3
Does a Delaware operating agreement need to be notarized?
None of the Delaware rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Delaware operating agreement, and is it filed?
We could not confirm from an official Delaware source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Delaware’s Division of Corporations. 6
Also in Delaware
Sources 6 links, checked Sep 1, 2026 to Nov 13, 2026
- Delaware LLC act, section 18-402 delcode.delaware.gov, checked Nov 13, 2026
Unless otherwise provided in a limited liability company agreement, the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits
- Delaware LLC act, section 18-503 delcode.delaware.gov, checked Nov 13, 2026
If the limited liability company agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member
- Delaware LLC act, section 18-101 delcode.delaware.gov, checked Nov 13, 2026
any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business
- Delaware LLC act, section 18-1101 delcode.delaware.gov, checked Nov 13, 2026
the limited liability company agreement may not eliminate the implied contractual covenant of good faith and fair dealing
- Delaware LLC/LP annual tax icis.corp.delaware.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings corpfiles.delaware.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Delaware’s rules. It is not legal or tax advice.
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