1. Home »
  2. LLC Operating Agreement »
  3. Delaware

Delaware LLC Operating Agreement Template

Delaware LLC operating agreement is a binding contract that establishes the operating procedures of an LLC and governs the relationships between the company and the members thereof. The agreement dictates how the entity will address owner disputes, profit sharing, tax filing, dissolution, and it identifies each member’s financial contribution and responsibilities within the business.

An operating agreement also proves that the members and managers are separate from the entity, thus ensuring they will not be financially responsible for the company’s debts.

Contents

Types (2)

Single-Member LLC Operating Agreement – This operating agreement is designed for an LLC with only one (1) member.

Download: PDF, Word (.docx), OpenDocument

 


Multi-Member LLC Operating Agreement – An operating agreement that is intended for LLCs with more than one (1) member.

Download: PDF, Word (.docx), OpenDocument

 


Laws


How to File (5 Steps)

Step 1 – Choose a Business Name

An LLC’s name must be unique and available for use in the state of Delaware. The availability of a business name can be checked on the Division of Corporations’ website.

Name Reservation (Optional):

Business filers can reserve an entity name online or through the mail. The reservation fee is $75. If the request is approved, the name will be held for a period of one hundred and twenty (120) days.


Step 2 – Select a Registered Agent

All business entities in Delaware must appoint a registered agent to receive and forward legal documents, notices, and other official paperwork on behalf of the business. The registered agent can be an individual or entity (including the LLC itself) so long as they satisfy the following criteria:

  • Be available during regular business hours to receive service of process;
  • Be permitted to transact business in Delaware (if an entity); and
  • Reside in Delaware with a physical address (if an individual).

The Division of Corporations has provided a list of individuals and entities that meet the criteria needed to serve as a registered agent in Delaware.


Step 3 – File Registration Documents

New LLCs will need to file a Certificate of Formation with the Delaware Division of Corporations. If the business is a foreign entity (previously formed outside of Delaware), the LLC must instead file a Certificate of Registration.

Domestic LLC Filing

Foreign LLC Filing

  • Online
    1. Obtain a Certificate of Existence (a.k.a. Certificate of Good Standing) from the foreign LLC’s jurisdiction of formation. The certificate must be dated within six (6) months of filing in Delaware.
    2. Complete the Certificate of Registration of Foreign Limited Liability Company.
    3. Access the Division of Corporations’ online filing service (select Document Upload).
    4. Fill out the online application.
    5. Using the online filing service, upload the Certificate of Existence and the Certificate of Registration of Foreign Limited Liability Company.
    6. Finish by paying the $200 filing fee (payable with a credit card or ACH account).

Step 4 – Draft an Operating Agreement

As per § 18-201(d), Delaware limited liability companies shall enter into an operating agreement, whether written, oral, or implied. The written agreement (see below) is recommended as it enables the members to clearly detail the company’s rules, regulations, and membership structure.


Step 5 – Apply for an EIN

Limited liability companies may need to apply for an EIN (Employer Identification Number), which is a tax identifier assigned to business entities by the Internal Revenue Service (IRS). An EIN will be needed if the LLC has multiple members or if it intends to hire employees, apply for company bank accounts, or obtain a line of credit.

  • Apply for an EIN on the IRS website (select Apply Online Now).
  • Apply for an EIN by mail using Form SS-4.

Resources

Filing Options: Online & Mail

Costs:

  • Domestic filing fee: $90
  • Foreign filing fee: $200
  • Expedited filing fee: $50 to $1000 (fee schedule)
  • Name reservation: $75

Forms:

  • Application for Reservation of Limited Liability Company Name (PDF)
  • Certificate of Formation of a Limited Liability Company (PDF)
  • Certificate of Registration of Foreign Limited Liability Company (PDF)
  • Filing Cover Memo (PDF)

Links: