Delaware LLC Operating Agreement Template
Free 2026 operating agreement template for Delaware LLCs. Single-member and multi-member versions, Delaware-specific defaults, and an automated generator that creates your document in minutes.
Is an operating agreement required in Delaware?
Yes — legally required
Delaware LLC Act (6 Del. C. §18-101 et seq.)
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Generate now — freeDelawareDefault Rules (If You Don't Have an Agreement)
Without an operating agreement, Delaware's LLC Act applies the following defaults:
- Member-managed unless agreement states otherwise
- Unanimous consent for fundamental changes
- Distribution based on capital contributions by default
- Flexible — agreement can modify most statutory rules
Delaware-Specific Rules to Know
- Most developed LLC case law in the US
- Operating agreement highly flexible — can eliminate fiduciary duties (but not implied covenant of good faith)
- Court of Chancery interprets agreements expertly and quickly
Essential Sections for a Delaware Operating Agreement
Formation Details
LLC name, filing date, Delaware Articles of Organization reference, registered agent.
Members & Contributions
Member names, ownership percentages, capital contributions (cash, property, services), capital accounts.
Management
Member-managed vs manager-managed, decision-making thresholds, officer roles if applicable.
Allocations & Distributions
Profit/loss allocation rules, distribution timing + priorities, tax distributions for pass-through treatment.
Transfers & Dissociation
Restrictions on member transfers, right of first refusal, buyout on death/disability/withdrawal.
Dissolution
Events triggering dissolution, wind-up procedure, creditor payments, final distributions.
Indemnification
When and how members/managers are protected from personal liability for good-faith acts.
Amendments
How the agreement can be modified — unanimous consent is strongest; supermajority common.
FAQ
Is an operating agreement required in Delaware?
Yes. Delaware law (Delaware LLC Act (6 Del. C. §18-101 et seq.)) requires LLCs to adopt an operating agreement. Most developed LLC case law in the US
What should a Delaware LLC operating agreement include?
Every operating agreement should cover: (1) member names and ownership percentages, (2) capital contributions, (3) management structure (member or manager-managed), (4) profit and loss allocation, (5) distribution rules, (6) voting thresholds, (7) transfer restrictions, (8) buy-sell provisions, (9) dissolution procedures, and (10) amendments process. State-specific: make sure to reference Delaware LLC Act (6 Del. C. §18-101 et seq.).
Can I use a free template for my Delaware operating agreement?
Yes, a template is appropriate for single-member LLCs and simple multi-member LLCs in Delaware. For complex situations (outside investors, multiple classes, unusual profit waterfalls, licensed professionals), pay a Delaware attorney $500-$2,000 to draft a custom agreement. FormifyAI's free generator produces a solid baseline you can sign immediately.
Do single-member LLCs in Delaware need an operating agreement?
Yes — single-member LLCs in Delaware strongly benefit from an operating agreement. It establishes entity legitimacy (critical for veil-piercing defense), is typically required by banks for business accounts, clarifies successor planning, and may be required for S-Corp election paperwork. Don't skip it even as a sole member.
How is a Delaware operating agreement different from Articles of Organization?
Articles of Organization (filed with the Delaware Secretary of State) create the LLC legally. They're public record and minimal — name, agent, address. The operating agreement is INTERNAL, governs how members run the business, and is private. Think of Articles as your birth certificate and the operating agreement as your family's household rules.
Can I modify the default Delaware LLC rules in my operating agreement?
Yes, Delaware's LLC statute (Delaware LLC Act (6 Del. C. §18-101 et seq.)) allows substantial customization. Default rules include: Member-managed unless agreement states otherwise; Unanimous consent for fundamental changes. Most of these can be changed in your operating agreement (except duty of good faith and fair dealing, which is inalterable). Use the default rules as a starting point and customize where your situation differs.
Generate your Delaware operating agreement in minutes
FormifyAI's free generator produces a Delaware-compliant operating agreement tailored to your members, management structure, and profit rules.